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Jetking Infotrain Ltd.

BSE: 517063 Sector: Services
NSE: N.A. ISIN Code: INE919C01019
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VOLUME 2821
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Buy Price 0.00
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OPEN 50.90
CLOSE 0.00
VOLUME 2821
52-Week high 59.00
52-Week low 36.00
P/E
Mkt Cap.(Rs cr) 30
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jetking Infotrain Ltd. (JETKINGINFOTRAI) - Director Report

Company director report

To

The Members

Jetking Infotrain Limited

The Directors present with immense pleasure the THIRTY THIRD ANNUAL REPORT on thebusiness and operations along with the Audited Financial Statements of the Company for theFinancial Year ended 31st March 2017:

RESULTS OF OUR OPERATIONS

(In Fts. Except per share data)

Standalone

Consolidated

Particulars Current Year Previous Year Current Year Previous Year
(2016-17) (2015-16) (2016-17) (2015-16)
Total Income 271571470 254443104 271571470 254443104
Profit before Interest Depreciation and Tax 28979838 33623809 28979838 33614741
Less: Interest 21219 7278 21219 7278
Profit before Depreciation and Tax 28958619 33616531 28958619 33607463
Less: Depreciation 22326995 24607707 22326995 24607707
Profit before Tax 6631624 9008824 6631624 8999756
Less: Provision for Tax (1490000) (1518000) (1490000) (1518000)
Deferred Tax (1893947) (1419605) (1893947) (1419605)
Prior year tax adjustment 2428280 623730 2428280 623730
Net Profit After Tax 5675957 6694949 5666138 6685881
Balance brought forward from previous year 6694949 23126635 6685881 23120901
Balance available for appropriation 12370906 29821584 12361838 29806782
Appropriations
Proposed Dividend - - -
Tax on Proposed Final Dividend - - -
Transfer to General Reserve - - - -
Balance carried to the Balance Sheet 12370906 29821584 12361838 29806782
Earnings Per Share: Basic (Rs per share) 0.96 1.14 0.96 1.14
Diluted (Rs per share) 0.96 1.14 0.96 1.14

PERFORMANCE REVIEW Standalone:

During the Financial Year under review the Company earned the Total Income of Rs.2715.71 lakhs as against Rs. 2544.43 Lakhs in the previous year and the Net Profit afterTax of Rs 56.76 Lakhs as against Rs 66.94 Lakhs in the previous year resulting inincrease by 6.73% and decrease by 15.22 % respectively.

Consolidated:

During the Financial Year under review the Company earned the Total Income of Rs. Rs.2715.71 as against Rs. 2544.43 Lakhs in the previous year and the Net Profit after Tax ofRs 56.66 Lakhs as against Rs 66.86 Lakhs in the previous year resulting in increase by6.73% and decrease by 15.25 % respectively.

DIVIDEND

As a prudent economic measure and in order to conserve the scarce liquid resources ofthe Company your Directors do not recommend any dividend on the equity shares for theyear under review.

CHANGES IN SHARE CAPITAL

There are no changes in the share capital of the Company during FY 2016-17.

DEPOSITS

Your Company has not accepted any deposits from the public within the meaning ofChapter V of the Companies Act 2013 and amendments rules notifications framed thereunder. As such no amount of Principal or Interest is outstanding as on the Balance Sheetdate.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Your Company has not given any Loan or guarantee or security in connection with Loansobtained by any person during the financial year.

Details of Investments made by the Company are disclosed in the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions with the related parties in the FY 2016-17 were within the arm'slength price and in the ordinary course of business. The related party transactionscontracts entered into by the Company have been disclosed in prescribed Form AOC 2 inAnnexure 1.

Further the Company has in place a policy on related party transactions which ispublished on the website http://www.ietkina.com/investor.Dhp

VARIATION IN MARKET CAPITALISATION

As on 31-Mar-2017 As on 31-Mar-2016 Increase/ (Decrease) %
Market Capitalisation (in Rs. Lakhs) 2735.441 2367.38 15.55%
Price Earnings Ratio 48.39 35.26
Percentage increase in the market price of the shares in comparision with last public offer 365.6%

AMOUNTS TO BE TRANSFERRED TO RESERVES

In the previous year no amount was transferred to General reserve of the Company.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY IDENTIFICATION OF RISKS IFANY.

The Board of Directors of the Company have framed and adopted a policy foridentification analysis and mitigation of various internal and external risks that theorganisation is subject to. The policy has been published on the website of the Companyunder the ‘Investors' section at http://www.ietkina.com/investor.phD.

During the year Company had appointed Divatia and Mehta Chartered Accountants toidentify and analyze various risks that your Company is exposed to. Accordingly Divatiaand Mehta Chartered Accountants had conducted an in-depth study to identify variousinternal and external risks and presented a report on the same to the Audit Committee ofthe Board of Directors for their consideration.

According to the report following are critical risks that the Company is subject to:

i. Outdated curriculum- Curriculum needs upgradation

The Company evaluates its Course offerings and upgrades them on an ongoing basis tomeet the latest technological development and changing market requirements. The Companyintroduced new courses like Cloud Computing Data Centre Data Analytics 3D PrinterRobotics etc. Also there has been improvement in the content delivery.

ii. Lower Control over Affiliate Operations

To combat this risk the Company has laid systematic procedure for better assessment ofthe business partners. For existing affiliates BSI audit is undertaken for quality andfinancial control. Also the receivables from the affiliates are monitored on day to daybasis.

iii Insufficient Data Analysis for monitoring trends

To mitigate this risk the company has migrated to JetExpress- comprehensive softwarewhich has helped integration of placement inventory student management (JOST). Importantinformation is available on real time basis on this software which has helped to captureand analyse important data for monitoring the trends.

iv. Dropouts - Loss of Revenue

To combat the risk of dropouts and subsequent revenue leakage the Company hasimplemented a new ERP system - ‘Jetking Express' which is equipped with automaticdrop out declaration provision which gives an updated status at any point of time. Thishelps the Company to initiate centre-wise corrective action. Also constant follow-up isdone with the dropped out students so as to re-enroll them wherever possible by offeringincentives.

v. Insufficient Capacity Utilization

Introduction of new courses will ensure better capacity utilisation.

ESTABLISHMENT OF VIGIL MECHANISM

The Company has a Whistle blower mechanism in place to enable the employees and variousother stakeholders to report serious concerns and matters to the management. Details ofthis mechanism are mentioned in the Corporate Governance Report and also in the WhistleBlower Policy published on the website of the Company under the ‘Investors' sectionat http://www.ietkina.com/investor.DhD.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the financial conditions future outlook andresults of the operations of the Company for the year under review as stipulated underRegulation 34 (2) (e) of SEBI (LODR) Regulations 2015 is presented in separate sectionforming part of the Annual Report.

SUBSIDIARY COMPANY

Your Company has only one subsidiary Company namely ‘Jetking Skill DevelopmentPrivate Limited'. Till date the subsidiary company has not commenced any business.Statement containing salient features of the financial statement of subsidiaries/associatecompanies/joint ventures pursuant to first proviso to sub-section (3) of section 129 readwith rule 5 of Companies (Accounts) Rules 2014 has been given under Annexure 4.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act 2013 and rules amendments made thereunder Ms. Sysha Kumar Practising Company Secretary was appointed to conduct thesecretarial audit of your company for FY 2016-17. The Secretarial Audit report is givenseparately under Annexure 5.

INTERNAL AUDIT (IA)

Divatia and Mehta Chartered Accountants have been appointed as the Internal Auditorsof the Company. Audit Committee of the Board provides direction and monitors theeffectiveness of the IA function. Scope of internal audit extends to in-depth audit ofaccounting & finance revenue and receivables purchases capital expenditurestatutory compliances HR payroll and administration etc. The Internal Auditors report tothe Audit Committee of the Board of Directors and present their report on quarterly basis.The Audit Committee reviews the report presented by the internal auditors and takesnecessary actions to close the gaps identified in timely manner.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

As your Company is into service industry the activities of the Company are not energyintensive. However your Company recognizes the necessity of conservation of energy andtechnology absorption though it is not practicable to quantify the same in monetaryterms.

In terms of research development and innovation it is Company's constant endeavor tobe more efficient in providing services and encourages innovation in its day to daypractices.

MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWNPERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015the Board carried out the annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nominationand Remuneration and Stakeholders Relationship Committees in their meeting held on 25thMarch 2017.

Nomination and Remuneration Committee also evaluated the performance of each Directoron the Board as required under Section 178(2) of Companies Act 2013 in its meeting dated25th March 2017.

Further to comply with the requirements of Regulation 25 (4) of SEBI (LODR)Regulations 2015 the Independent Directors evaluated the performance of ChairpersonNon-Independent Directors and Board as a whole in their meeting dated 25thMarch 2017.

Evaluation of the Board: The Board as a whole was evaluated on various parameters likeBoard Composition & Quality Board Meetings and Procedures Board Strategy and RiskManagement adherence to the Code of Conduct etc. Based on the ratings received on each ofparameter the Board of Directors formed an opinion that performance of Board as a wholehas been outstanding.

Evaluation of the Committees: The Audit Committee Stakeholders Relationship Committeeand Nomination and Remuneration Committee were evaluated on following parameters:

- Whether the composition of the Committee is in compliance with the legal requirement;

- Roles and Responsibilities of the Committee (Terms of Reference) are clearly defined;

- Amount of responsibility delegated by the Board to each of the Committee issufficient;

- Whether reporting by each of the Committees to the Board is sufficient;

- Whether Committee takes effective and proactive measures to perform its functions;

- Whether the Committee regularly reviews its performance;

- Committee meetings are conducted in a manner that encourages open communication andmeaningful participation of its members;

- Committee meetings have been organized properly;

- Adequacy on the frequency of the Committee meetings;

- Committee periodically reports to the Board along with its suggestions andrecommendations.

Evaluation of the Directors individually: Mr. Suresh G. Bharwani- Chairman and ManagingDirector and Mr. Nandu G. Bharwani- Joint Managing Director & CFO were evaluated onvarious points related to Leadership Strategy Formulation and execution FinancialPlanning Product/ Service Knowledge Personal Qualities and adherence to Code of Conductetc.

Independent Directors- Mr. Mehul Kuwadia Mr. Surjit Banga Mr. Manoj Mandavgane andMs. Seema Mahajan were evaluated on parameters like Director's contributions at Boardmeetings willingness to devote time and effort to understand the Company and its businessand a readiness to participate in events outside the meeting room ability to understandgovernance regulatory financial fiduciary and ethical requirements of the Board /Committee adherence to Code of Conduct and whether the Independent Director is able tobring independent judgment during board deliberations on strategy performance riskmanagement etc.

The Director being evaluated did not participate in the evaluation process so as toenable remaining directors discuss the performance freely and without any conflict.

THE DETAILS OF FAMILIARISATION PROGRAMME ARRANGED FOR INDEPENDENT DIRECTORS HAVE BEENDISCLOSED ON WEBSITE OF THE COMPANY AND ARE AVAILABLE AT THE FOLLOWING LINKhttD://www.ietkinq.com/investor.Dhp

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings and Outgo during the Financial Year under review is givenbelow (on accrual basis):

(i) Foreign Exchange Earnings: Rs 8794744

(ii) Foreign Exchange Outgo : Rs 2237223

PARTICULARS OF EMPLOYEES

The particulars of the employees remuneration and other details as required by theprovisions of Rule (5) (1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and amendments made their under the names and other particulars ofthe employees are set out in the Annexure 3.

As per Rule (3) (b) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Amendment Rules 2016 the names and other particulars of employees who were inreceipt of remuneration Rs 1 Crore and 2 Lakhs or more during the financial year (ifemployed throughout the financial year) and employees who were in receipt of Rs 8.5 Lakhsor more per month (if employed for part of the year) need to be disclosed in the Boardreport. However there are no such employees in your Company (except Mr. Surest! Bharwani- Chairman and Managing Director and Mr Nandu Bharwani - Joint Managing Director and CFOwhose remuneration has been disclosed under various sections of this report).

EXTRACT OF THE ANNUAL RETURN

The Extract of the annual return which sets out details of the Company its principlebusiness particulars of Holding subsidiary and associate companies share capitaldebentures turnover net worth shareholding patterns indebtness members debentureholders remuneration to Directors and KMPs meetings of the Company etc. are set outunder Annexure 2 in this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (C) of the Companies Act 2013 Directors of your Companyconfirm that:

1. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.

2. Appropriate accounting policies have been selected and applied consistently andreasonable and prudent judgments and estimates have been made so as to give a true andfair view of the state of affairs of the Company as at 31st March 2017 and ofthe profit of the Company for the year ended 31st March 2017.

3. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

5. Internal financial controls for ensuring the orderly and efficient conduct of thebusiness safeguarding the Company's assets the prevention and detection of frauds anderrors accuracy and completeness of the accounting records and the timely preparation ofreliable financial information etc. are in place and that such internal financial controlsare adequate and were operating effectively.

6. Proper systems are in place to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Company hasimplemented several best Corporate Governance Practices as prevalent globally.

In compliance with Regulation 34 and Schedule V of SEBI (LODR) Regulations 2015 reporton the Corporate Governance along with a certificate from the Statutory Auditors of theCompany on compliance with the provisions is annexed and forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Section 135 of the Companies Act 2013 which deals with the provisions on CorporateSocial Responsibility is currently not applicable to the Company. However your Companylooks forward to actively contribute to the social and economic development of thecommunities to offer a better life to the weaker sections of the society and equip themwith skills to improve their way of life. For the same the Company has been voluntarilyfollowing the projects as mentioned below:

a) Empowering the Underprivileged

Jetking has been actively involved in spreading computer literacy amongst the masses.The Gordhandas P. Bharwani Computer Center set up by the Company is testimony to thiseffort. These centers provide computer training to students who come from underprivilegedfamilies & cannot afford the same.

b) Empowering the Girl Student

A great believer in the equality of the sexes and independence of women Jetking awardsa 25 percent scholarship to all girl students enabling them to carve out a successfulcareer and to lead an independent life.

LISTING OF EQUITY SHARES

The equity shares of your Company are listed at the Bombay Stock Exchange Limited(BSE).

The Company has paid the Annual Listing Fees to BSE for the Financial Year 2017-2018.

APPOINTMENTS RETIREMENTS AND RESIGNATIONS OF THE DIRECTORS AND KMP

In terms of the applicable provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Suresh G. Bharwani Chairman and Managing Director of theCompany will retire by rotation at ensuing Annual General Meeting and being eligiblehas offered himself for re-appointment. Your Directors recommend his re-appointment.

Mr. Jitu Bharwani resigned as Non-Executive Director of the Company w.e.f 16thMarch 2017.

Mr. Nandu G. Bharwani Joint Managing Director and CFO continues to be on the Board.

Independent Directors of your Company - Mr. Surjit Banga Mr. Manoj Mandavgane Mr.Mehul Kuwadia and Ms. Seema Mahajan have confirmed and declared that they meet thecriteria for continuing as the Independent Directors on the Board of the Company.

RESIGNATIONS

Mr. Jitu Bharwani resigned as Non-Executive Director of the Company w.e.f 16hMarch 2017.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company primarily adheres to the requirements prescribed in the Companies Act2013 rules and amendments made there under and SEBI regulations for the Appointment andremuneration of the Directors of the Company.

The Company has constituted a Nomination and Remuneration Committee consisting of 4Non-Executive Independent Directors which has formulated a policy on nominationremuneration and performance evaluation of the Board of Directors and KMP. The Policy hasbeen disclosed under Annexure 6 as well as on the website of the Company under the‘Investors' section at http://www.ietkina.com/investor.php

INTERNAL FINANCIAL CONTROLS:

The Company's internal control system commensurates with the nature of its business andthe size and complexity of its operations. These are routinely tested and certified by theStatutory as well as Internal Auditors. Significant audit observations and follow-upaction thereon are reported to the Audit Committee. The Audit Committee reviews theadequacy and effectiveness of the Company's internal control environment and monitors theimplementation of audit recommendations including those relating to strengthening of theCompany's risk management policies.

DISCLOSURE UNDER ‘THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013':

The Company has in place the ‘Sexual Harassment at the Workplace (Prevention andRedressal) Policy' in line with the requirements of The Sexual Harassment of Women at WorkPlace (Prevention Prohibition and Redressal) Act 2013. An Internal Complaints Committeei.e. Jetking Sexual Harassment Redressal Committee (JSHRC) has been set up to redresscomplaints on sexual harassment. The Company affirms that during the year under review nocases were filed under the said Act by any of its woman employees before Committee. Alsothe Company has filed annual report for calendar year 2016 pursuant to Section 21 of theSexual Harassment of Women at Work Place (Prevention Prohibition and Redressal) Act 2013to the municipal authorities on 13th January 2017.

ACKNOWLEDGEMENT:

Your Directors wish to express their gratitude to the Bankers Financial InstitutionsGovernment Authorities Customers Vendors Consultants advisors and Members for theirdirect and indirect co-operation and look forward to their continued support in thefuture.

For and on behalf of Board of Directors

Sd /- Sd/-
Suresh G. Bharwani Nandu G. Bharwani
Chairman & Managing Director Joint Managing Director and CFO
DIN: 00667104 DIN: 00618386
Place: Mumbai
Date: 30th May 2017