Jetking Infotrain Limited
The Directors present with immense pleasure the THIRTY FIFTH ANNUALREPORT on the business and operations along with the Audited Financial Statements of theCompany for the Financial Year ended 31st March 2019:
RESULTS OF OUR OPERATIONS
The highlights of your company's financial performance for thefinancial year ended March 31 2019 is summarized below:
| || |
Standalone ( र in Lakhs)
Consolidated ( र in Lakhs)
|Particulars ||Current Year ||Previous Year ||Current Year ||Previous Year |
| ||(2018-19) ||(2017-18) ||(2018-19) ||(2017-18) |
|Total Income ||2292.87 ||2536.40 ||2339.58 ||2536.40 |
|Employee Benefit Expenses ||941.11 ||876.49 ||958.19 ||876.49 |
|Other Expenses ||1351.77 ||1445.77 ||1382.13 ||1445.83 |
|Total Expenses ||2510.53 ||2527.55 ||2558.00 ||2527.62 |
|PBDITA ||(0.01) ||214.14 ||(0.76) ||214.09 |
|Finance Cost ||2.36 ||1.02 ||2.36 ||1.03 |
|Depreciation & Amortisation ||215.29 ||204.27 ||215.31 ||204.27 |
|Profit Before Tax ||(217.66) ||8.85 ||(218.42) ||8.78 |
|Tax Including Deferred Tax ||(101.93) ||37.52 ||(102.14) ||37.52 |
|Profit After Tax ||(115.73) ||46.37 ||(116.28) ||46.30 |
During the Financial Year under review the Company earned the TotalIncome of र 2292.87 Lakhs as against र 2536.40 Lakhs in the previous year andthe Net Profit/ (Loss) after Tax of र (115.73) Lakhs as against र 46.37 Lakhsin the previous year.
During the Financial Year under review the Company earned the TotalIncome of र 2339.58.00 Lakhs as against र 2536.40 Lakhs in the previous yearand the Net Profit/ (Loss) after Tax of र (116.28) Lakhs as against र 46.30Lakhs in the previous year.
As a prudent economic measure and in order to conserve the scarceliquid resources of the Company your Directors do not recommend any dividend on theequity shares for the year under review.
CHANGES IN SHARE CAPITAL
There are no changes in the Share Capital of the Company duringfinancial year 2018-19. The paid up equity share capital of the company as on 31st March2019 is र 59075000.
NUMBER OF MEETINGS OF THE BOARD
During the year ended 31st March 2019 5 (Five) meetings were held on25th May 2018 07th August 2018 13th November 2018 05th February 2019 and 19th March2019.
The details of attendance of the Directors at the Board and Committeemeetings are provided in the Corporate Governance Report.
In terms of the provisions of Section 73 to 76 of the Act read with therelevant rules made thereunder your Company did not accepted any deposits from the publicduring the year..
COMMENTS ON AUDITOR'S REPORT
Neither the Secretarial Auditor nor the Statutory Auditors have madeany qualification reservation or adverse remark or disclaimer in their reports. Thereports of the Secretarial Auditor and Statutory Auditor are appended to this Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not given any loan or guarantee or security inconnection with Loans obtained to any person or body corporate during the financial year.
Details of Investments made by the Company are disclosed under Schedule6(a) to the financial statements.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
There were no material changes or commitments affecting the financialposition of the Company between 31st March 2019 and the date of this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related party transactions that were entered into during the yearwere in the ordinary course of business and on an arm's length basis. The AuditCommittee of Directors has given its in-principle approval to different types of relatedparty transactions which are recurring in nature and in the ordinary course of business.
As per IND AS 24 on Related Party Disclosures' the detailsof related party transactions entered into by the Company are included in the Notes toAccounts.
The Policy on Related Party Transactions has been published on theCompany's website under the Investors' section athttp://www.jetking.com/investor.php.
Accordingly the disclosure of related party transactions as requiredunder Section 134(3)(h) read with Section 188 of the Act in Form AOC 2 is annexed herewith as Annexure 1.
VARIATION IN MARKET CAPITALISATION
| ||As on 31-Mar-2019 ||As on 31-Mar-2018 ||Increase/ (Decrease) % |
|Market Capitalisation (in Rs. Lakhs) ||1981.20 ||3432.26 || |
|Price Earnings Ratio ||18.84 ||80.49 || |
|Percentage increase/ (decrease) in the market price of the shares in comparision with last public offer || || ||(76.59) |
AMOUNTS TO BE TRANSFERRED TO RESERVES
Your Company has not transferred any amount to the Reserves.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICYIDENTIFICATION OF RISKS IF ANY.
The Board of Directors of the Company has framed and adopted a policyfor identification analysis and mitigation of various internal and external risks thatthe organisation is subject to. The policy has been published on the website of theCompany under the Investors' section at http://www.jetking.com/investor.php.
During the year Company had appointed M/s Divatia and Mehta CharteredAccountants to identify and analyze various risks that your Company is exposed to.Accordingly M/s Divatia and Mehta Chartered Accountants had conducted an in-depth studyto identify various internal and external risks and presented a report on the same to theAudit Committee of the Directors for their consideration.
According to the report following are critical risks that the Companyis subject to:
i. Outdated curriculum- Curriculum needs upgradation
Technology is rapidly changing. This change has been the fastest wehave seen in the last decade. Due to this change adoption of technology also changesperiodically. This change leads to high course development cost as well as upgradation offaculties creates a cumbersome process to keep up with outdated curriculum.
ii. Lower Control over Affiliate Operations
As your Company is in service industry no tangible form or productthat the consumer receives continuing service in the form of faculty knowledge and labinfrastructure creates a sizable amount of risks to maintain service standards of theCompany.
iii. Dropouts - Loss of Revenue & Insufficient Capacity Utilization
Training is a good to have skill. Even if student acquire 50% knowledgethey can end up dropping out and securing a job. Additionally due to high cost ofoperations a higher course fees put a a burden on the financial capacity of students.These factors expose the business to dropouts that lead to loss in revenue.
ESTABLISHMENT OF VIGIL MECHANISM
The Company has a Whistle blower mechanism in place to enable theemployees and various other stakeholders to report serious concerns and matters to theManagement. Details of this mechanism are mentioned in the Corporate Governance Report andalso in the Whistle Blower Policy published on the website of the Company under theInvestors' section at http://www.jetking.com/investor.php.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis of the financial conditions futureoutlook and results of the operations of the Company for the year under review asstipulated under Regulation 34 (2) (e) of SEBI (LODR) Regulations 2015 is presented inseparate section forming part of the Annual Report.
Your Company has only one subsidiary Company namely Jetking SkillDevelopment Private Limited'. Statement containing salient features of the financialstatement of subsidiaries/associate companies/joint ventures pursuant to first proviso tosub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules 2014 hasbeen given under Annexure 4.
At the thirty-third Annual General Meeting (AGM) held on July 18 2017Members had appointed M/s. KNAV & Co. Chartered Accountants (Registration No. of thefirm with the ICAI:120458W) as the Statutory Auditors of the Company to audit theaccounts of the Company for a period of 5 years from FY 2017-18 to FY 2021-22 and to holdoffice as such up to the conclusion of the thirty-eight AGM of the Company.
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s.Ragini Chokshi and Co. was appointed to conduct the secretarial audit of your company forFY 2018-19. The Secretarial Audit report is given separately under Annexure 5.
INTERNAL AUDIT (IA)
M/s. Divatia and Mehta Chartered Accountants have been appointed asthe Internal Auditors of the Company. Audit Committee of the Directors provides directionand monitors the effectiveness of the IA function. Scope of internal audit extends toin-depth audit of accounting & finance revenue and receivables purchases capitalexpenditure statutory compliances HR payroll and administration etc. The InternalAuditors report to the Audit Committee of the Directors and present their report onquarterly basis. The Audit Committee reviews the report presented by the internal auditorsand takes necessary 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 Companyare not energy intensive. 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'sconstant endeavor to be more efficient in providing services and encourages innovation inits day to day practices.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign Exchange Earnings and Outgo during the Financial Year underreview is given below (on accrual basis):
(i) Foreign Exchange Earnings : Rs. 146.23 lakhs
(ii) Foreign Exchange Outgo : Rs. 76.52 lakhs
MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OFITS flowN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR)Regulations 2015 the Board carried out the annual performance evaluation of its flownperformance the directors individually as well as the evaluation of the performance ofits Audit Nomination and Remuneration and Stakeholders Relationship Committees in theirmeeting held on 19th March 2019.
Nomination and Remuneration Committee also evaluated the performance ofeach Director on the Board as required under Section 178(2) of Companies Act 2013 in itsmeeting held on 19th March 2019.
Further to comply with the requirements of Regulation 25 (4) of SEBI(LODR) Regulations 2015 the Independent Directors evaluated the performance of ChairmanNon-Independent Directors and Board as a whole in their meeting held on 19th March 2019.
Evaluation of the Board: The Board as a whole was evaluated on variousparameters like Board Composition & Quality Board Meetings and Procedures BoardStrategy and Risk Management adherence to the Code of Conduct etc. Based on the ratingsreceived on each of parameter the Board of Directors formed an opinion that performanceof Board as a whole has been outstanding.
Evaluation of the Committees: The Audit Committee StakeholdersRelationship Committee and Nomination and Remuneration Committee were evaluated onfollowing parameters:
- Whether the composition of the Committee is in compliance with thelegal requirement;
- Roles and Responsibilities of the Committee (Terms of Reference) areclearly defined;
- Amount of responsibility delegated by the Board to each of theCommittee is sufficient;
- Whether reporting by each of the Committees to the Board issufficient;
- Whether Committee takes effective and proactive measures to performits functions;
- Whether the Committee regularly reviews its performance;
- Committee meetings are conducted in a manner that encourages opencommunication and meaningful 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 itssuggestions and recommendations
Evaluation of the Directors individually: Mr. Suresh G. Bharwani-Chairman and Managing Director and Mr. finandu G. Bharwani- Joint Managing Director &CFO were evaluated on various points related to Leadership Strategy Formulation andexecution Financial Planning Product/ Service Knowledge Personal Qualities andadherence to Code of Conduct etc.
Independent Directors- Mr. Mehul Kuwadia Mr. Surjit Banga Mr. ManojMandavgane and Ms. Swati Bhatt were evaluated on parameters like contribution 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 evaluationprocess so as to enable remaining directors discuss the performance freely and without anyconflict.
PARTICULARS OF EMPLOYEES
The total employee strength of the Company as on March 31 2019 stoodat 168.
The disclosures on managerial remuneration as required under Rule 5 (1)of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areprovided in Annexure 3 appended to the Directors' Report.
In accordance with the provisions of Rule(5)(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the names and otherparticulars of employees who were in receipt of remuneration of Rs.1 Crore and 2 Lakhs ormore per annum (if employed throughout the financial year) and employees who were inreceipt of Rs 8.5 Lakhs or more per month (if employed for part of the year) need to bedisclosed in the Board report. However there are no such employees who were in receipt ofremuneration as provided under Rule 5(2) above.
EXTRACT OF THE ANNUAL RETURN
The Extract of the annual return which sets out details of the Companyits principle business particulars of Holding subsidiary and associate companies sharecapital debentures turnover net worth shareholding pattern indebtedness membersdebenture holders remuneration to Directors and KMPs meetings of the Company etc. areset out under Annexure 2 in this Annual Report and is available on the website of theCompany.
The Company has complied with the applicable provisions of SecretarialStandards issued by the Institute of Company Secretaries of India.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (C) of the Companies Act 2013 the Directorsof your Company confirm that:
1. In the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures.
2. Appropriate accounting policies have been selected and appliedconsistently and reasonable and prudent judgments and estimates have been made so as togive a true and fair view of the state of affairs of the Company as at 31st March 2019 andof the loss of the Company for the year ended 31st March 2019.
3. Proper and sufficient care has been taken 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. Internal financial controls for ensuring the orderly and efficientconduct of the business safeguarding the Company's assets the prevention anddetection of frauds and errors accuracy and completeness of the accounting records andthe timely preparation of reliable financial information etc. are in place and that suchinternal financial controls are adequate and were operating effectively.
6. Proper systems are in place to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The Company is committed to maintain the highest standards of CorporateGovernance and adhere to the Corporate Governance requirements set out by SEBI. TheCompany has implemented several best Corporate Governance Practices as prevalent globally.
In compliance with Regulation 34 and Schedule V of SEBI (LODR)Regulations 2015 report on the Corporate Governance along with a certificate from theStatutory Auditors of the Company on compliance with the provisions is annexed and formspart of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
Section 135 of the Companies Act 2013 which deals with the provisionson Corporate Social Responsibility is currently not applicable to the Company. Howeveryour Company looks forward to actively contribute to the social and economic developmentof the communities to offer a better life to the weaker sections of the society and equipthem with skills to improve their way of life. The Company has voluntarily taken up thefollowing projects :
a) Encouraging a career ready youth with AntarangFoundation.
Jetking has undertaken an active participating to match skill andcareers for under priviledged students. Jetking has tied up with AntarangFoundation that spreads the importance of the right career and readiness of thesecareers.
In this regard Jetking trained more than 260 students on differenttechnologies to make them career ready for their future.
b) Empowering the Underprivileged
Jetking has been actively involved in spreading computer literacyamongst the masses. The Gordhandas P. Bharwani Computer Center set up by the Company istestimony to this effort. These centers provide computer training to students who comefrom underprivileged families & cannot afford the same.
c) Empowering the Girl Student
A great believer in providing equal opportunities and independence ofwomen Jetking awards a 25 percent scholarship to all girl students enabling them tocarve out a successful career and to lead an independent life.
LISTING OF EQUITY SHARES
The equity shares of your Company are listed at the Bombay StockExchange Limited (BSE).
The Company has paid the Annual Listing Fees to BSE for the FinancialYear 2019-20.
APPOINTMENTS RETIREMENTS AND RESIGNATIONS OF THE DIRECTORS AND KMP
In terms of the applicable provisions of the Companies Act 2013 andthe Articles of Association of the Company Mr.
Suresh G. Bharwani Chairman and Managing Director of the Company willretire by rotation at ensuing Annual General Meeting and being eligible has offeredhimself for re-appointment.
Section 149 of the Companies Act 2013 and rules made there underprovides for appointment of at least one Woman Director on the Board of all ListedCompanies. To comply with this requirement the Board pursuant to the recommendation ofthe NRC and subject to approval of the Shareholders had appointed Ms. Swati Bhatt(DIN:05151680) as an additional director (designated as an Non Executive IndependentDirector) of the Company for a period of five year from the date of ensuing generalmeeting.
The Board is of the view that Ms. Swati Bhatt possesses relevantexpertise and experience to be appointed as an Independent Director of the Company andfulfils the conditions specified in the Act and the rules made there under and isindependent of the Management.
Necessary resolutions for appointment/re-appointment of the aforesaiddirectors have been included in the notice convening the ensuing AGM.
Ms. Seema Mahajan was an Independent Director since 14th July 2015.Ms. Mahajan tendered her resignation as a Director of the Company w.e.f. 29th September2018. The Board places on record its appreciation for support and contribution by Ms.Mahajan during her tenure as an Independent Director
All Independent Directors of your Company have confirmed and declaredthat they meet the criteria as provided under sub-section 6 of Section 149 of the Act forcontinuing as the Independent Directors on the Board of the Company.
The Company has also received declarations from all Directorsconfirming that they are not disqualified from being appointed as Directors under theprovisions of Section 164 of the Act.
The Audit Committee comprises of five (5) members four IndependentDirectors and one Executive Director. The Chairman of the Committee is an IndependentDirector. The composition of the Committee is in conformity with the provisions of Section177 of the Act.
All the Committee members possess adequate qualifications to fulfilltheir duties as stipulated under the Act. The other details about the Committee areprovided in the Corporate Governance Report.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company primarily adheres to the requirements prescribed in theCompanies Act 2013 rules and amendments made there under and SEBI regulations for theappointment and remuneration of the Directors of the Company.
The Company has constituted a Nomination and Remuneration Committeeconsisting of 4 Non-Executive Independent Directors which has formulated a Policy onnomination remuneration and performance evaluation of the Board of Directors and KMP. ThePolicy has been disclosed under Annexure 6 as well as on the website of the Company underthe Investors' section at http://www.jetking.com/investor.php
INTERNAL FINANCIAL CONTROLS:
The Company's internal control system commensurates with thenature of its business and the size and complexity of its operations. These are routinelytested and certified by the Statutory as well as Internal Auditors. Significant auditobservations and follow-up action thereon are reported to the Audit Committee. The AuditCommittee reviews the adequacy and effectiveness of the Company's internal controlenvironment and monitors the implementation of audit recommendations including thoserelating to strengthening of the Company's risk management policies.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS
There are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and the Company'soperations in future.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
The Company has in place the Sexual Harassment at the Workplace(Prevention and Redressal) Policy' in line with the requirements of The SexualHarassment of Women at Work Place (Prevention Prohibition and Redressal) Act 2013. AnInternal Complaints Committee i.e. Jetking Sexual Harassment Redressal Committee (JSHRC)has been set up to redress complaints on sexual harassment. The Company affirms thatduring the year under review no cases were filed under the said Act by any of its womanemployees before Committee. Also the Company has filed annual report for calendar year2018 pursuant to Section 21 of the Sexual Harassment of Women at Work Place (PreventionProhibition and Redressal) Act 2013 to the municipal authorities on 04th February 2019.
Your Directors wish to express their gratitude to the BankersFinancial Institutions Government Authorities Customers Vendors Consultants advisorsand Members for their direct and indirect co-operation and look forward to their continuedsupport in the future.
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: 27 May 2019 || || |