To The Members
Your Directors have pleasure in presenting the 32nd Annual Report of your Companytogether with the Audited Statements of Accounts for the financial year ended March 312016.
| || ||(Rs. in Lac) |
|Financial Results ||Year Ended 31.03.2016 ||Year Ended 31.03.2015 |
|Gross Sales / Revenue for the year ||21868.46 ||50328.95 |
|Profit before Tax & Extra-ordinary Items ||28.79 ||148.46 |
|Less: Provision for Taxation ||14.20 ||59.27 |
|Profit after Tax ||14.59 ||89.19 |
|Add / (Less): Prior Period Adjustments ||7.49 ||(5.50) |
|Add: Reversal of Dividend including Dividend Tax ||41.92 ||0.00 |
|Profit available for Appropriation ||64.00 ||83.69 |
|Appropriated as under: || || |
|Transfer to General Reserves ||3.00 ||8.35 |
|Net Profit available after Appropriation ||61.00 ||75.34 |
|Less: Provision for Dividend including Dividend Tax ||0.00 ||41.92 |
|Balance of Profit brought forward from Previous Year ||486.29 ||452.87 |
|Balance of Profit carried forward to Next Year ||547.29 ||486.29 |
OVERVIEW OF ECONOMY
Economic growth is projected to remain strong hovering around 7.5%. Privateconsumption will be boosted by expected large increases in public wages and declininginflation. Investment will pick up gradually as excess capacity fades deleveragingcontinues for corporations and banks and infrastructure projects mature. debt is highleaving little room for accommodative policies.Inflation
However some monetary impulse is to come as recent cuts in policy rates are passed onto consumers and investors. The renewed commitment forfiscalconsolidation is welcome butthe quality of public finances should be improved by increasing tax revenue and tiltingthe spending mix towards physical and social infrastructure. Creating more and betterquality jobs is the key to inclusive growth and requires modernizing labour laws andmaking further progress in the ease of doing business.
PERFORMANCE HIGHLIGHTS & OUTLOOK
The retail market of Audio / Video has been completely phased out during the year. BothSales as well as revenue have been declined significantly in the retail business segmentwhereas online business has been improved a bit. The Company is in process to use onlinebusiness tools instead of expanding its retail business.
In term of hardware and software business the same has also been reduced significantlyduring the year due to low cost invention from Chinese market as well as due to reducedprofit margin on sales of these items. All these have led to decline in revenue as well asprofit of the Company.
At standalone level gross revenue from the operations stood at Rs. 21868.46 laccompared to Rs. 50328.95 lac for the previous year. PBT Margin stood at Rs. 28.79 lac incomparison to the last year figure ofRs. 148.46 lac.
Net Profit for the year stood atRs. 14.59 lac in comparison to last year figure of Rs.89.19 lac.
The Company is in to the business of Music recording trading of MVAS softwarecomputer and mobile hardware sale of online music through its music portal and sale ofmusic DVDs at its Stores or through franchises and trading / investments activitiesCapital Market as well as providing financial assistance by way of providing short termloan.
The outlook for the current year is expected to be tuff and challenging mainly due torising competition and invention of online selling tools increased requirements ofInformation Technology invention of various computer chips etc. However your Company ishopeful to do better in future.
DIVIDEND AND RESERVES
Due to sharp decline in profit and to conserve resources your Directors do notrecommend any Dividend for the year under review.
During the year under review sum of Rs. 3.00 lac were transferred to General Reserves.
Further during the year the Company has reversed and transferred sum of Rs. 41.92 lacin Surplus or Statement of Profit & Loss which was being provided for payment ofDividend (including Dividend Tax); during FY 2014- 15 as the members of the Company haveexpressed their descent opinion (overall) for payment of Dividend.
The paid up Equity Share Capital as on March 31 2016 was Rs. 14.4292 Crore. During theyear under review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity. As on March 31 2016 none of the Directors and/orKey Managerial Person of the Company hold instruments convertible in to Equity Shares ofthe Company.
FINANCE AND ACCOUNTS
Your Company prepares its financial statements in compliance with the requirements theCompanies Act 2013 and the Generally Accepted Accounting Principles (GAAP) in India. Thefinancial statements have been prepared on historical cost basis. The estimates andjudgments relating to the financial statements are made on a prudent basis so as toreflect in a true and fair manner the form and substance of and reasonably present theCompanys state of affairs profits/(loss) and cash flows for the year ended 31stMarch 2016.
The Company continues to focus on judicious management of its working capital.Receivables inventories and other working capital parameters were kept under strict checkthrough continuous monitoring.
There is no audit qualification in the standalone financialstatements by the statutoryauditors for the year under review.
The Consolidated Financial Statements of your Company are prepared in accordance withthe relevant Accounting Standards viz. AS-21 issued by the Institute of CharteredAccountants of India and forms integral part of the Annual Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.
SUBSIDIARY COMPANY & ITS PERFORMANCE
Domestic Company JMD Broadcasting Private Limited
M/s. JMD Broadcasting Private Limited a Subsidiary Company was incorporated on 17thJune 2010 with a motive to set up a new channel and to provide uplink facility for thesame. The Company has paid advances for its office at Noida (Uttar Pradesh) whereasbusiness is yet to be commenced as License is yet to be approved by Central Government.
Further during the year the Company has not earned any revenue in comparison to lastyears revenue of Rs.6.00 lac. In term of net profit/(loss) the same was stood atRs. (2.15) lac in comparison to last years amount of Rs. 1.34 lac.
RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties as definedunder the Companies Act2013 and Regulation 23 of Listing Regulations; during the financial year were in thelength pricing basis and do not attract the provisions of Section 188 of the CompaniesAct 2013 and the Rules made thereunder are not attracted and thus disclosure in formAOC-2 in term of Section 134 of Companies Act 2013 is not required. Further there are nomaterially significant transactions with related parties duringthefinancial conflictwiththe interest of the Company. Suitable disclosure yearwhichwerein as required by theAccounting Standards (AS18) has been made in the notes to the Financial Statements. Thepolicy on Related Party Transactions as approved by the Board is uploaded on theCompanys website.
MANAGEMENT DISCUSSION & ANALYSIS
As required by Regulation 34 of Listing Regulations the Management Discussion andAnalysis is annexed and forms part of the Directors Report.
There is no Change in Management of the Company during the year under review.
During the financial year under review there is no change in the Board of Directors ofthe Company.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Further none of the Directors of the Company are disqualified under sub-section (2) ofSection 164 of the Companies Act 2013.
As per provisions of Section 149 of the 2013 Act independent directors shall holdoffice consecutive years on the board of a company but shall be eligible forre-appointment for another term up to five years on passing of a special resolution by thecompany and disclosure of such appointment in Boards
Report. Further Section 152 of the Act provides that the independent directors shallnot be liable to retire by rotation in the Annual General Meeting (AGM) of theCompany.
As per Regulation 25 of Listing Regulations (applicable from December 1 2015) aperson shall not serve as an independent director in more than seven listed entities:provided that any person who is serving as a whole time director in any listed entityshall serve as an independent director in not more than three listed entities. Furtherindependent directors of the listed entity shall hold at least one meeting in a yearwithout the presence of non-independent directors and members of the management and allthe independent directors shall strive to be present at such meeting.
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
|Sl. No. ||Name ||Designation ||Date of Appointment ||Date of Resignation |
|1. ||Not Any ||- ||- ||- |
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS TRIBUNALS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting the financial position ofthe Company between the end of Financial Year and date of the report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) of the Companies Act 2013 the Board ofDirectors confirms that:
1. that in the preparation of the Annual Accounts for the year ended March 31 2016the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
2. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2016 and of the profit ofthe Company for the year ended on that date;
3. that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
4. the annual accounts have been prepared on a going concern basis;
5. that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are were operating effectively; andadequate and
6. that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit (IA) functionis defined in the Charter. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficiency and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies. Based on the report of internal audit function process ownersundertake corrective action in their respective areas and thereby strengthen the controls.Significantaudit observations and corrective actions thereon are presented to the AuditCommittee of the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website of the Company i.e.www.jmdlimited.com
Innovation and Technology are synonymous with the Company. The investment in technologyacts as a catalyst and enables the Company to be innovative.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only progressiveresearch and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation. During the year underreview expenditure on research and development is not significant relation to the naturesize of operations of your Company.
The Auditors M/s Mehta Kothari & Associates Chartered Accountants Mumbai who areStatutory Auditors the conclusion of ensuing Annual oftheCompanyandholdstheoffice GeneralMeeting and are recommended for re-appointment to audit the accounts of the Company fromthe conclusion of the 32nd Annual General Meeting up to the conclusion of the 34thconsecutive Annual General Meeting (subject to ratification by the members at everysubsequent AGM). As required under the provisions of Section 139 & 142 of theCompanies Act 2013 the Company has obtainedwrittenconfirmation under Rule 4 of theCompanies (Audit and Auditors) Rules 2014 from M/s. Mehta Kothari & Associates; thatthey are eligible for appointment as auditors and are not disqualified for appointmentunder the Companies Act 2013 the Chartered Accountants Act 1949 or the rules andregulations made there-under; the proposed appointment is as per the term and within thelimits laid down by or under the authority of the Companies Act 2013 and that there areno proceedings pending against them or any of their partners with respect to professionalconduct.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Madan Mohan Kothari Company Secretaries in Practice (C. P. No. 8734) toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Reportis annexed elsewhere in this Annual Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 as requiredunder section 92 of the Companies Act 2013 is annexed elsewhere in this Annual Report.
PARTICULARS OF EMPLOYEES
The Company wishes to place on record their appreciation to the contribution made bythe employee of the Company during the period.
During the year under review there were no employees who were in receipt of theremuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment andRemuneration) Rules 2014 and therefore no disclosures need to be made under the saidsection.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013 READ WITH RULES
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules thereunder the Companyhas not received any complaint of sexual harassment during the year under review.
PARTICULARS UNDER SECTION 134(3)(m) OF THE COMPANIES ACT 2013
Since the Company is into the business of music recording trading of MVAS Softwaresale of online music through its music portal and sale of music DVDs at its Stores orthrough franchises trading / investment activities Capital Market as well as providingfinancial assistance by way of providing short term loan; the information regardingConservation of Energy Technology Absorption Adoption and Innovation as defined undersection 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014 is reported to be NIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings during the yearunder review.
During the year under review your Company has not accepted any deposit from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and The Companies(Acceptance of Deposits) Rules 2014.
REPORT ON CORPORATE GOVERNANCE
The Company conforms to the norms of Corporate Governance as envisaged in the CompaniesAct 2013 and the SEBI Listing Regulations 2015. Pursuant to Regulation 27 of ListingRegulations a Report on the Corporate Governance and the Auditors Certificate onCorporate
Statements in this Directors Report and Management Discussion and Analysisdescribing the Companys objectives projections estimates expectations orpredictions may be "forward-looking statements" within the meaning of applicablesecurities laws and regulations. Actual results could differ materially from thoseexpressed or implied.
Your Directors wish to place on record their appreciation towards the contribution ofall the employees of the Company and their gratitude to the Companys valuedcustomers bankers vendors and members for their continued support and confidence in theCompany.
|Mumbai May 28 2016 ||By order of the Board |
| ||For JMD Ventures Limited |
|Registered Office: || |
|Unit No. 323 & 324 3rd Floor || |
|Building No. 9 Laxmi Plaza ||Kailash Prasad Purohit |
|New Link Road Andheri (West) ||(DIN: 01319534) |
|Mumbai-400 053 ||Chairman & Managing Director |