FOR THE YEAR ENDED 31ST MARCH 2017
Your Directors have pleasure in presenting their 12th Annual Report and the auditedFinancial Statements of the Company for the Financial Year ended March 312017.
A summary of the financial performance for the year ended 31st March 2017 bothstandalone and also after consolidating the results of wholly owned subsidiary JineshvarSecurities Private Limited (JSPL) is presented below:
( Rs. in thousands)
| || |
|Particulars ||For the financial year ended ||For the financial year ended ||For the financial year ended ||For the financial year ended |
| ||31-03-2017 ||31-03-2016 ||31-03-2017 ||31-03-2016 |
| ||RS. ||RS. ||RS. ||RS. |
|Total Income ||7260 ||5827 ||10697 ||(4551 |
|Profit before Depreciation and tax ||4555 ||2246 ||6929 ||(42551 |
|Less: Depreciation & amortization ||2559 ||2345 ||2584 ||2353 |
|Provision for Tax || || || || |
|Current tax ||259 ||0 ||0 ||0 |
|Earlier years ||0 ||(6) ||259 ||(61 |
|Deferred Tax ||86 ||(708) ||(2481 ||(7081 |
|Profit after tax ||1651 ||615 ||4334 ||(58941 |
|Profit & Loss account balance brought forward ||1737 ||1122 ||(54221 ||472 |
|Amount available for appropriation ||3388 ||1737 ||(1088) ||(54221 |
|Balance in Profit & Loss Account ||3388 ||1737 ||(1088) ||(5422) |
The Board of Directors has recommended a dividend at the rate of 1 % (Rs 0.10) perequity share of Rs. 10/- each for the year ended March 312017.
During the year total income was Rs. 72.60 Lacs (Previous Year Rs.. 58.27). The profitafter tax was Rs. 16.51 Lacs (Previous year Rs. 6.15 Lacs).
The Company continued to increase content and user base for its portals during theyear. Further JimDirectory.com was started to provide well classified listing of Indianwebsites. The Company also launched mobile App for its flagship portal JimTrade.com.
The operations of the Company are elaborated in the annexed "Management Discussionand Analysis Report"
DETAILS OF SUBSIDIARY COMPANY- JINESHVAR SECURITIES PRIVATE LIMITED (JSL)
The Company has 100% subsidiary Jineshvar Securities Private Limited (JSL). JSL is aNon- Banking Finance Company and has received the Certificate of Registration as an NBFC -Non Deposit Accepting from the Reserve Bank of India. JSL is into investment in shares& securities to generate high return on investment. The salient features of financialstatement of JSL are given in Annexure-1.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of every contract or arrangements entered into by the company withrelated parties referred to in subsection (1) of section 188 of the Companies Act 2013including certain arms length transactions under third proviso is disclosed in Form No.AOC-2 as appended as Annexure-2 to the Board's Report.
Your Company reaffirms its commitment to Corporate Governance and is fully compliantwith the conditions of Corporate Governance stipulated in Clause 'C' of Schedule V onAnnual Report pursuant to Regulations 34(3) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015. A separate section ofdisclosure on Corporate Governance and a Certificate from the firm of CharteredAccountants dated 15th May 2017 in this regard is annexed herewith and forms a part ofthe Report.
POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION
(Including criteria for determining qualification positive attributes independence ofa Director policy relating to remuneration for Directors Key Managerial Personnel andother employees)
Policy on Directors' Appointment
Policy on Directors' appointment is to follow the criteria as laid down under theCompanies Act 2013 and the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 and good corporate practices.
Policy on Remuneration
Guiding Policy on remuneration of Directors Key Managerial Personnel and employees ofthe Company is that -
Remuneration to Key Managerial Personnel employees etc. is industry driven inwhich it is operating taking into account the performance leverage and factors such as toattract and retain quality talent.
For Directors it is based on the shareholders resolutions provisions of theCompanies Act 2013 and Rules framed therein circulars and guidelines issued by CentralGovernment and other authorities from time to time.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUALDIRECTORS
The Board of Directors of the Company has initiated and put in place evaluation of itsown performance its committees and individual directors. The results of the evaluationare satisfactory and adequate and meet the requirement of the Company.
DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS
Pursuant to Section 149(7) of the Companies Act 2013 independent directors of theCompany have made a declaration confirming the compliance of the conditions of theindependence stipulated in Section 149(6) of the Act.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(1 )(c) of the Companies Act 2013 the directors confirm that:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) 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 at the end of the financial year and ofthe profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and
e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Number of Meetings of Board of Directors
The Board of Directors has met four times and Independent Directors once during theyear ended 31st March 2017.
Details of Committee of Directors
Composition of Audit Committee of Directors Nomination and Remuneration Committee ofDirectors and Stakeholders Relationship/Grievance Committee of Directors number ofmeetings held of each Committee during the financial year 2016-17 and meetings attended byeach member of the Committee as required under the Companies Act 2013 are provided inCorporate Governance Report and forming part of the report.
The recommendations of the Audit Committee as and when made to the Board have beenaccepted by it.
KEY MANAGERIAL PERSONNEL
During the year under review Ms. Prajakta Sule Company Secretary and ComplianceOfficer of the Company resigned from the services of the Company. Consequent to theresignation of Ms. Prajakta Sule Ms. Priya Lohani was appointed as the Company Secretaryand Compliance Officer of the Company.
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY
There is no transaction with related party which requires disclosure under Section134(3) (h) of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules2014.
LOANS INVESTMENTS OR GUARANTEES BY THE COMPANY U/S 186 OF COMPANIES ACT 2013
There is no loan given investment made guarantee given or security provided by theCompany to any entity under Section 186 of the Companies Act 2013.
Your Company has not accepted any fixed deposits from the public during the FinancialYear ended 31 st March 2017. RISK MANAGEMENT
Your Company has developed and implemented a Risk Management Policy includingidentification of element of risk and the risk that may threaten the existence of theCompany. There is no element of risk identified by the Management that may in the opinionof the Board threaten the existence of the Company. A detailed report on significantrisks and mitigation is given under the head Risk Management in Management Discussions andAnalysis.
WHISTLE BLOWER MECHANISM
The Company has a vigil Whistle Blower Policy to enable Stakeholders (includingDirectors and employees) to report unethical behavior or violation of the Company's codeof conduct. The policy has been disclosed on the Company's website.
AUDITORS Statutory Auditors
The tenure of M/s. Mahadev Desai Associates the Statutory Auditors of the Companywill come to an end on the conclusion of ensuing Annual General Meeting. In terms ofSection 139 of Companies Act 2013 the Company seeks to appoint M/s. NGS & Co. LLP asthe statutory auditors of the company.
The report of the Statutory Auditor along with Notes to Accounts is enclosed to thisreport. The observations made in the Auditors' Report are self-explanatory and thereforedo not call for any further comments.
Secretarial Audit Report
A Secretarial Audit Report for the year ended 31st March 2017 in prescribed form dulyaudited by the Practicing Company Secretary M/s. Megha Khandelwal & Associates isannexed herewith and forming part of the report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUT GO
Particulars in respect of conservation of energy technology absorption and foreignexchange earnings and outgo as required under section 134(3) (m) of the Companies Act2013 read with the Companies (Accounts) Rules 2014 are set out in a separate statementattached hereto and forming part of the report.
PARTICULARS OF EMPLOYEES
Pursuant to the provisions of the Companies Act 2013 read with Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 there are no such employees forwhom disclosure is required.
EXTRACT OF ANNUAL RETURN
Pursuant to section 134(3)(a) of the Companies Act 2013 read with rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith and forming part of the report.
The Directors would like to thank our customers business associates and others fortheir valuable contribution to the Company's growth and success. The Directors recognizeand appreciate the passion and commitment of all the employees. The Directors are gratefulto the Company's other stakeholders and partners including its shareholders promotersbankers and others for their continued support.
| ||On behalf of the Board of Directors |
| ||For Jupiter Infomedia Limited |
|Place: Mumbai ||Umesh Modi |
|Dated: 14th August 2017 ||Chairman & Managing Director |
Annexure -1 to Directors' Report AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014) Statement containing salient features of the financialstatement of subsidiaries/associate companies/joint ventures. Part "A":Subsidiaries
Information in respect of each subsidiary to be presented with amounts in Rs
1. Name of the subsidiary; Jineshvar Securities Pvt. Ltd.
2. Reporting period for the subsidiary concerned if different from the holdingcompany's reporting period: NA
3. Reporting currency and Exchange rate as on the last date of the relevant Financialyear in the case of foreign subsidiaries: NA
|4. Share capital: ||Rs. 12500000 |
|5. Reserves & surplus: ||Rs. 14050000 |
|6. Total assets: ||Rs. 27065000 |
|7. Total Liabilities: ||Rs. 27065000 |
|8. Investments: ||Rs. 18375000 |
|9. Turnover ||- |
|10. Profit before taxation: ||Rs. 2349000 |
|11. Provision for taxation: ||(Rs. 334000) |
|12. Profit after taxation: ||Rs. 2683000 |
|13. Proposed Dividend: ||0 |
|14. % of shareholding: ||100% |
Part "B": Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures.
The Company has no Associate Company and Joint Ventures.
Annexure - 2 to Directors' Report AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014
Form for Disclosure of particulars of contracts/ arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arm's length basis:
There were no contracts or arrangements or transactions entered in to during the yearended March 31 2017 which were not at arm's length basis
|Particulars ||Details |
|Name (si of the related party & nature of relationship ||NIL |
|Nature of contracts/arranqements/transaction ||NIL |
|Duration of the contracts/arranaements/transaction ||NIL |
|Salient terms of the contracts or arranaements or transaction includina the value if anv ||N.A. |
|Justification for enterina into such contracts or arranaements or transactions' ||N.A. |
|Date of approval by the Board ||N.A. |
|Amount paid as advances if anv ||N.A. |
|Date on which the special resolution was passed in General meeting as required under first proviso to section 188 ||N.A. |
2. Details of contracts or arrangements or transactions at Arm's length basis.
|Particulars ||Details |
|Namefsl of the related partv & nature of relationship ||Mrs. Manisha |
| ||U. Modi (Whole Time Director |
|Nature of contracts/ arranaements/ transactions ||Office Rent |
|Duration of the contracts/ arranaements/ transactions ||Three years |
|Salient terms of the contracts or arrangements or transaction including the value if anv ||Rs 0.12 Lacs |
|Date of approval by the Board ||07.11.2016 |
|Amount paid as advances if any Amount paid as Deposits if any ||Rs. 77.50 Lacs |
Annexure - 3 to Directors' Report
Disclosure of Particulars with respect to Conservation of Energy Research andDevelopment Particulars pursuant to Companies (Disclosure of particulars in the report ofthe Board of Directors) Rules 1988
1. Conservation of energy
While our operations are not energy-intensive we continue to take steps to reduceenergy consumption. Some of the significant measures undertaken during the year are listedbelow:
1. Regular monitoring of temperature inside the office and controlling the airconditioning System.
ii. Rationalization of usage of electrical equipments - air-conditioning system officeillumination Computers etc
iii. Usage of energy efficient illumination fixtures.
iv. Planned Preventive Maintenance (PPM) schedule put in place for electro mechanicalequipments.
2. Research and Development (R&D)
We operate in the internet/ information technology industry where developments happenon a continuous basis. We regularly evaluate these developments & factor theirsuitability to us. Accordingly research and development of new services designsframeworks processes and methodologies continue to be of importance to us. This allows usto enhance quality productivity and customer satisfaction through continuous improvements/innovation.
a. R&D Initiative
Our Technical Team works to optimize the existing software applications and to be ableto optimally use the existing hardware on a continuous basis.
b. Specific areas for R&D at the Company & the benefits derived there from
Our software team has worked on bringing about significant improvements data managementand searches offered on the website.
c. Future plan of action
We constantly keep working on finding / evaluating new technologies processesframeworks andmethodologies to enable us in improving the quality of our offerings anduser satisfaction.
d. Expenditure on R&D for the year ended March 312017
Our Research and Development activities are not capital intensive and we do notspecifically provide for the same in our books.
|3. Foreign Exchange Earnings and Outgo Particulars ||2016-17 ||2015-16 |
| ||Rs. ||Rs. |
|Foreign Exchange Earnings - Advertisement ||675270 ||1038866 |
|Expenditure in Foreign currency - Server Space & Domain charges etc. ||315211 ||277531 |
Annexure - 4 to Directors' Report
Disclosures pertaining to remuneration and other details as required under Section 197of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014:
Remuneration to Directors and Key Managerial Personnel
| || || |
|Name of Director / KMP ||Designation ||Remuneration of Director /KMP for Financial Year (Rupees) ||% Increase in Remunerationin the Financial Year ||Remuneration of Director /KMP for Financial Year (Rupees) ||% Increase in Remunerationin the Financial Year |
|Mr. Akshay Desai ||Independent Director ||6000 ||- ||8000 ||- |
|Mr. Jay Desai ||Independent Director ||6000 ||- ||6000 ||- |
|Mr. Digesh Rambhia ||Independent Director ||4000 ||- ||8000 ||- |
|Ms. Meenali Jain ||Company Secretary ||- ||- ||1.16 Lacs ||- |
|Ms. Prajakta Sule ||Company Secretary ||173334 ||- ||2.18 Lacs ||- |
|Ms. Priya Lohani ||Company Secretary ||80693 ||- || ||- |