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Jupiter Infomedia Ltd.

BSE: 534623 Sector: Others
NSE: N.A. ISIN Code: INE524N01014
BSE LIVE 15:09 | 22 Nov 78.80 -0.90
(-1.13%)
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78.80

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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 78.75
PREVIOUS CLOSE 79.70
VOLUME 100
52-Week high 93.00
52-Week low 54.00
P/E 96.10
Mkt Cap.(Rs cr) 79
Buy Price 75.55
Buy Qty 100.00
Sell Price 78.80
Sell Qty 105.00
OPEN 78.75
CLOSE 79.70
VOLUME 100
52-Week high 93.00
52-Week low 54.00
P/E 96.10
Mkt Cap.(Rs cr) 79
Buy Price 75.55
Buy Qty 100.00
Sell Price 78.80
Sell Qty 105.00

Jupiter Infomedia Ltd. (JUPITERINFO) - Director Report

Company director report

For the year ended 31st March 2016.

To

The Members

Your Directors have pleasure in presenting their 11th Annual report and the auditedfinancial statements of the Company for the Financial year ended March 312016.

(Rs. In thousands)
Particulars For the financial year ended 31st March 2016 For the financial year ended 31st March 2015
Rs. Rs.
Income 5827 7209
Profit before Depreciation and tax 2246 3310
Less: Depreciation & ammortisation 2345 1756
Provision for Tax - -
Deferred Tax -708 26
Earlier years -6 0
Current tax 0 264
Profit after tax 615 1264
Profit & Loss account balance brought forward 1122 1069
Amount available for appropriation 1737 2324
Dividend 0 1002
Tax on Dividend 0 200
Balance in Profit & Loss Account 1737 1122

DIVIDEND

The Board has not recommended any dividend for the year ended March 312016.

OPERATIONS

During the year total income was Rs. 58.27 Lacs (Previous Year Rs. 72.09 Lacs). Theprofit after tax was Rs.6.15 Lacs (Previous year Rs. 12.64 Lacs)

During the year the company has focused on strengthening of content and user base forits portals. The development and promotion of third party website is continued to leveragetechnical capabilities gained.

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 applied for registration with Reserve Bank of India.JSL is into investment in shares & securities to generate high return on investment.The silent features of financial statement of JSL is given in annexture-1.

CONSOLIDATED FINANCIAL SUMMARY

A summary of consolidated financial performance for the year ended 31st March 2016consolidating the results of wholly owned subsidiary Jineshvar Securities Private Limited(JSPL) is given below.

Particulars For the year ended 31.03.2016 For the year ended 31.03.2015
Total Income (455) 6765
Profit before Depreciation & Tax (4255) 2663
Less: Depreciation & Amortisation 2355 1756
Less: Provision for Tax
Deferred Tax 26
Earlier Tax 6 -
Current Tax 708 264
Transferred to Cap Reserve being profit prior to acquisition - 3
Profit after Tax (5894) 614
Profit & Loss account balance brought forward 472 1069
Less: Depreciation in respect of assets whose useful life is over - 9
Amount available for Appropriation (5422) 1674
Less: Dividend - 1002
Tax on dividend - 200
Balance in Profit & Loss Account (5422) 472

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 N 2 isappended as Annexure-2 to the Board Report.

CORPORATE GOVERNANCE

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 Exchan Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015. A separate section ofdisclosure on Corpor; Governance and a Certificate from the firm of Chartered Accountantsdated 13th August 2016 in this regard is annexed herewith and forms a part of the 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 in which itis operating taking into account the performance leverage and factors such as to attractand retain quality talent.

For Directors it is based on the shareholders resolutions provisions of the CompaniesAct 2013 and Rules framed therein circulars and guidelines issued by Central Governmentand 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.

DIRECTORS

Number of Meetings of Board of Directors

The Board of Directors have met five times and Independent Directors once during theyear ended 31st March 2016.

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 2015-16 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 has beenaccepted by it.

KEY MANAGERIAL PERSONNEL

Ms. Manisha Modi was reappointed as the whole time director of the company in the lastannual general meeting. During the year Ms. Meenali Jain Company Secretary andCompliance Officer of the Company resigned from the services of the Company. Consequent toMs. Meenali Jain resignation Ms. Prajakta Sule was appointed as the Company Secretary andCompliance 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.

DEPOSITS

Your Company has not accepted any fixed deposits from the public during the financialyear ended 31st March 2016.

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 violaton of the Company's code ofconduct. 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 Companyappointed in last Annual General Meeting of the Company will come to an end on theconclusion of ensuing Annual General Meeting. As per provisions of section 139 of theCompanies Act 2013 the appointment of Auditors is required to be ratified by the membersat every Annual General Meeting.

Auditor's Report

The report of the Statutory Auditor along with Notes to Accounts are 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 2016 in prescribed form dulyaudited by the Practising Company Secretary M/s. Pramod Shah & Associates is annexedherewith 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.

ACKNOWLEDGMENTS

The directors would like to thank each one of our customers business associates andothers for their valuable contribution to the Company's growth and success. The directorsrecognize and appreciate the passion and commitment of all the employees.

The directors are grateful to the Company's other stakeholders and partners includingits shareholders promoters bankers and others for their continued support.

On behalf of the Board of Directors

For Jupiter Infomedia Limited

Place : Mumbai Manisha Modi Mr. Umesh Modi
Dated : 13th August 2016 Wholetime Director Chairman & Managing Director

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:

i. 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 and methodologies to enable us in improving the quality of our offerings anduser satisfaction.

d. Expenditure on R&D for the year ended March 31 2016

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 2015-16 2014-15
Foreign Exchange Earnings
- Advertisement 1038866 1768273
Expenditure in Foreign currency - Server Space & Domain charges etc. 277581 297510