You are here » Home » Companies » Company Overview » Jetking Infotrain Ltd

Jetking Infotrain Ltd.

BSE: 517063 Sector: Services
NSE: N.A. ISIN Code: INE919C01019
BSE 00:00 | 12 Aug 39.50 -0.45






NSE 05:30 | 01 Jan Jetking Infotrain Ltd
OPEN 39.95
52-Week high 80.60
52-Week low 32.00
P/E 12.34
Mkt Cap.(Rs cr) 23
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 39.95
CLOSE 39.95
52-Week high 80.60
52-Week low 32.00
P/E 12.34
Mkt Cap.(Rs cr) 23
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


The Members

Jetking Infotrain Limited

The Directors presenting the THIRTY SEVENTH ANNUAL REPORT on the business andoperations along with the

Audited Financial Statements of the Company for the Financial Year ended 31st March2021:


The highlights of your company's financial performance for the financial year endedMarch 31 2021 is summarized below:

Standalone (Rs. in Lakhs)

Consolidated (Rs. in Lakhs)

Particulars Current Year 2020-21 Previous Year 2019-20 Current Year 2020-21 Previous Year 2019-20
Total Income 1472.08 1955.54 1538.08 2064.29
Employee Benefit Expenses 651.62 866.01 654.62 968.37
Other Expenses 598.98 1566.82 635.72 1654.42
Total Expenses 1471.81 2690.59 1516.76 2886.76
PBDITA 221.48 (477.30) 247.74 (558.50)
Finance Cost 9.65 5.85 9.83 6.65
Depreciation & Amortisation 211.56 251.91 216.59 257.32
Profit Before Tax 0.27 (735.05) 21.32 (822.47)
Tax Including Deferred Tax 12.73 (115.06) 15.98 (114.94)
Profit After Tax (12.46) (619.99) 5.35 (707.53)


The COVID-19 pandemic has brought unprecedented challenges both for people and society.During these tough times your Company provided unwavering support to its employees andtheir families and its stakeholders. Your Company has followed the various guidelinesissued by the Central and State Government to prevent the spread of deadly Covid- 19virus. A thorough thermal scanning and sanitization protocol was introduced at all theoffices. Monitoring employees for signs & symptoms through voluntary disclosure. Workfrom home was provided wherever possible to maintain lean staff in the work area.



During the Financial Year under review the Company earned the Total Income of Rs.1472.08 Lakhs as against Rs.1955.54 Lakhs in the previous year and the Net Profit/(Loss) after Tax of Rs. (12.46) Lakhs as against Rs. (619.99) Lakhs in the previous year.


During the Financial Year under review the Company earned the Total Income of Rs.1538.08 Lakhs as against Rs. 2064.29 Lakhs in the previous year and the Net Profit/(Loss) after Tax of Rs. 5.35 Lakhs as against Rs. (707.53) Lakhs in the previous year.


The Company has not transferred any amount to the Reserve for the financial year endedMarch 31 2021.


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.


There are no changes in the Share Capital of the Company during financial year 2020-21.The paid up equity share capital of the company as on 31st March 2021 is Rs.59075000/-


During the year ended 31st March 2021 5 (Five) meetings were held on 31st July 202031st August 2020 01st October 2020 10th November 2020 and 09th February 2021. Thedetails of attendance of the Directors at the Board and Committee meetings are provided inthe Corporate Governance Report.


In terms of the provisions of Section 73 to 76 of the Act read with the relevant rulesmade thereunder your Company did not accepted any deposits from the public during theyear.


Loans Guarantees and Investments made under the provisions of Section 186 of theCompanies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules2014 as on March 31 2021 if any are set out in Notes to the Standalone FinancialStatements of the Company.


There were no material changes or commitments affecting the financial position of theCompany between 31st March 2021 and the date of this report.


All Related party transactions that were entered into during the year were in theordinary course of business and on an arm's length basis. The Audit Committee of Directorshas given its in-principle approval to different types of related party transactions whichare recurring in nature and in the ordinary course of business. As per Accounting Standard(AS) 24 on ‘Related Party Disclosures' the details of related party transactionsentered into by the Company are included in the notes to accounts.

The Policy on Related Party Transactions has been published on the Company's websiteunder the ‘Investors' section at

Further none of these contracts / arrangements / transactions with related partiescould be considered material in nature as per Regulation 23 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. Thereby disclosure in ‘Form AOC 2' isnot required in this regard.


As per provisions of the Companies Act 2013 and as part of good Corporate Governancethe Company has laid down the procedures to inform to the Board about the risk assessmentand minimization procedures and the Board shall be responsible for framing implementingand monitoring the risk management plans for the Company.

The main objective is to ensure sustainable business growth with stability and topromote a pro-active approach in reporting evaluating and resolving risks associated withthe business.

The Audit Committee of the Company has periodically reviewed the various riskassociated with business of the Company. Such review includes risk identificationevaluation and mitigation of the risk.


The Company has a Vigil Mechanism in place to enable the employees and various otherstakeholders to report serious concerns and matters to the Management. Details of thismechanism are mentioned in the Corporate Governance Report and also in the Whistle BlowerPolicy published on the website of the Company under the ‘Investors' section at


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.


Your Company has only one subsidiary Company namely ‘Jetking Skill DevelopmentPrivate Limited'. Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures pursuant to first proviso to sub-section(3) of section 129 read with rule 5 of Companies (Accounts) Rules 2014 has been givenunder Annexure - 2.


At the 33rd Annual General Meeting (AGM) held on July 18 2017 Members had appointedM/s. KNAV & Co. Chartered Accountants (Registration No. of the firm with theICAI:120458W) as the Statutory Auditors of the Company to audit the accounts of theCompany for a period of 5 years from FY 2017-18 to FY 2021-22 and to hold office as suchup to the conclusion of the thirty-eight AGM of the Company.

M/s. KNAV & Co resigned from their services on 13th August 2020 w.e.f. issuance ofLimited Review Report for the quarter ended June 2020 creating casual vacancy in theoffice of Statutory Auditors.

The Board after considering the qualifications and experience of M/s PYS & Co. LLP(FRN: 012388S/S200048) and on being satisfied that qualifications and experience of thefirm are commensurate with the requirements of the Company had appointed them as StatutoryAuditor of the Company to hold office till the conclusion of the ensuing Annual GeneralMeeting to be held for financial year ended 31st March 2021 to conduct statutory auditfor the financial year 2020-21.

The Audit Committee has recommended to the Board the appointment of M/s. PYS & Co.LLP (FRN: 012388S/S200048) to hold office as the Statutory Auditor of the Company fromthe ensuing Annual General Meeting till the conclusion of the Annual General Meeting to beheld for the financial year 2025-26 to conduct Statutory Audit for the financial yearsfrom 2021-22 to 2025-26 (both inclusive) . Further the Board has also approved theirappointment for the aforesaid tenure subject to approval of the members at their AnnualGeneral Meeting.

M/s PYS & Co. LLP Chartered Accountants have expressed their willingness to act asStatutory Auditor of the Company and have confirmed that they fulfil the conditions ofeligibility to be appointed as the Auditors as required under the provisions of Sections139 and 141 of the Companies Act 2013.

Necessary resolution seeking Members' approval for the appointment of the StatutoryAuditors are included in the notice of the Thirty Seventh Annual General Meetingcirculated to the Members.

The Auditors' Report for the financial year ended 31st March 2021 on the financialstatements of the Company forms a part of this Annual Report. There is no qualificationreservation adverse remark disclaimer or modified opinion in the Auditors' Report whichcalls for any further comments or explanations.


During the financial year the Company is not required to maintain cost records asspecified by the Central Government under sub-section (1) of section 148 of the CompaniesAct 2013.


Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s. AVS &Associates Company Secretaries was appointed to conduct the secretarial audit of yourcompany for F.Y. 2020-21. The Secretarial Audit report is given separately under Annexure3. The observations given by Secretarial Auditor in their report for the financial yearended March 31 2021 are self-explanatory except the followings.

Sr. No. Observations Reply to the observations
01 The Company has made delay of 16 days in submission of its quarterly financial results for quarter ended June 30 2020 to BSE Limited In view of the outbreak of COVID -19 pandemic worldwide the Company had followed norms and guidelines issued by the MHA and State government and adopted "Work from Home" Policy for its employees. Due to such limitation the Company has faced difficulty of availability of enough staff in the office to carry out the compliances in a timely manner and subsequently financial result and disclosure of related party transactions were not submitted in time.
02 The Company has made delay of 4 days in submission of its disclosure of related party transactions on consolidated basis for the half year ended September 30 2020 to BSE Limited.


M/s. Divatia and Mehta Chartered Accountants have been appointed as the InternalAuditors of the Company. Audit Committee of the Directors provides direction and monitorsthe effectiveness 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 Directors and present their report on quarterly basis. TheAudit Committee reviews the report presented by the internal auditors and takes necessaryactions to close the gaps identified in timely manner.


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.

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. 129.14 Lakhs

(ii) Foreign Exchange Outgo : Rs. 20.21 Lakhs


Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 the Board carried out the annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the performance of its AuditNomination and Remuneration and Stakeholders Relationship Committees in their meeting heldon 31st July 2020.

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 heldon 31st July 2020.

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 23rd March 2021.

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 andMrs. Swati Bhatt were evaluated on parameters like contribution at Board meetingswillingness to devote time and effort to understand the Company and its business and areadiness 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.


In compliance with the requirements of Regulation 25(7) of the SEBI ListingRegulations the Company has put in place a Familiarization Programme for the IndependentDirectors to familiarize them with the Company their roles rights responsibilities inthe Company nature of the industry in which the Company operates business model etc. Thedetails of training and familiarization Programme have been provided under the CorporateGovernance Report.


The total employee strength of the Company as on March 31 2021 stood at 96.

The disclosures on managerial remuneration as required under Rule 5 (1) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided inAnnexure 1 appended to the Directors' Report.

In accordance with the provisions of Rule(5)(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the names and other particulars ofemployees who were in receipt of remuneration of Rs.1 Crore and 2 Lakhs or more per annum(if employed throughout the financial year) and employees who were in receipt of Rs.8.5Lakhs or more per month (if employed for part of the year) need to be disclosed in theBoard report. However there are no such employees who were in receipt of remuneration asprovided under Rule 5(2) above.


The Annual Return of the Company as on 31st March 2021 in Form MGT - 7 in accordancewith Section 92 (3) of the Act read with the Companies (Management and Administration)Rules 2014 is available on the website of the Company at


The Company has complied with the applicable provisions of Secretarial Standards issuedby the Institute of Company Secretaries of India.


Pursuant to Section 134(3) (C) of the Companies Act 2013 the 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 2021 and of the loss ofthe Company for the year ended 31st March 2021.

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.


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 2015report on the Corporate Governance is annexed as Annexure 4 and forms part of the AnnualReport.


The equity shares of your Company are listed at the BSE Limited (BSE). The Company haspaid the Annual Listing Fees to BSE for the Financial Year 2020-21 and 2021-22.


In terms of the applicable provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Harsh Bharwani will retire by rotation at ensuing AnnualGeneral Meeting and being eligible has offered himself for re-appointment.

Mr. Harsh Bharwani has been appointed as a Director and Whole Time Director of theCompany at the Annual General Meeting held on 29th September 2020 for a period of 3 yearswith effect from 31st August 2020 to 30th August 2023 liable to retire by rotation.Prior to this he was appointed as Additional Whole Time Director of the Company for aperiod of 3 years with effect from 31st August 2020 to 30th August 2023 liable to retireby rotation subject to approval of the members by the Board of Directors at their meetingheld on 31st August 2020.

The re-appointment of Mr. Suresh G. Bharwani as a Managing Director has been made bythe Board of Directors at their meeting held on 09th February 2021 for the tenure of 3years commencing from 25th February 2021 to 24th February 2024 subject to approval ofmembers at the Annual General Meeting. However Mr. Suresh Bharwani had tendered hisresignation from the said designation to the Company. It was mutually decided by Mr.Suresh Bharwani and the Board of Directors that he stands relieved from hisduties/responsibilities with effect from 30th June 2021 as Managing Director.

The re-appointment of Mr. Nandu Bharwani as a Joint Managing Director has been made bythe Board of Directors at their meeting held on 09th February 2021 for the tenure of 3years commencing from 25th February 2021 to 24th February 2024 subject to approval ofmembers at the Annual General Meeting. However Mr. Nandu Bharwani had tendered hisresignation from the designation of Joint Managing Director and Chief Financial Officer(CFO) of the Company. It was mutually decided by Mr. Nandu Bharwani and the Board ofDirectors that he stands relieved from his duties/responsibilities with effect from 30thJune 2021 as Joint Managing Director and CFO.

The Independent Directors of your Company - Mr. Surjit Banga Mr. Manoj Mandavgane Mr.Mehul Kuwadia and Ms. Swati Bhatt have confirmed and declared that they meet the criteriafor continuing as the Independent Directors on the Board of the Company.

Mr. Deepak Savalge (Membership no. 46791) had relinquished his office as a CompanySecretary of the Company w.e.f 31st August 2020. Thereafter Mr. Yogesh Patole(Membership no. ACS 48777) had been appointed as the Company Secretary in Whole TimeEmployment of the Company and Key Managerial Personnel with effect from 09th February2021 by the Board of Directors at their Board meeting held on same date.


The Company has received necessary declaration from each Independent Director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149 (6) of the Companies Act 2013 along with declaration receivedpursuant to sub rule (3) of Rule 6 of the Companies (Appointment and Qualification ofDirectors) Rules 2014. They have also furnished the declaration pursuant to Regulation25(8) of the SEBI Listing Regulations affirming compliance to the criteria of Independenceas provided under Regulation 16(1)(b) of the SEBI Listing Regulations. The IndependentDirectors have individually confirmed that they are not aware of any circumstances orsituation which exist or may be reasonably anticipated that could impair or impact theirability to discharge their duties with an objective independent judgment and without anyexternal influence. Based on the declarations and confirmations of the IndependentDirectors and after undertaking due assessment of the veracity of the same the Board ofDirectors recorded their opinion that all the Independent Directors are independent of theManagement and have fulfilled all the conditions as specified under the governingprovisions of the Companies Act 2013 and the Listing Regulations.

Further the Independent Directors have also confirmed that they have complied with theCompany's code of conduct.


The Board of Directors of the Company are of the opinion that all the IndependentDirectors of the Company including new appointment possesses highest standard ofintegrity relevant expertise and experience required to best serve the interest of theCompany.


The Board currently has Three (3) mandatory committees under the Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 namely:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

All the recommendations of the above Committee's has been accepted by the Board. Adetailed update on the Board its Committees its composition detailed charter includingterms of reference of various Board Committees number of board and committee meetingsheld and attendance of the directors at each meeting is provided in the CorporateGovernance Report which forms part of this Annual Report.


Pursuant to the provisions of Section 178 of the Act and Regulation 19 of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 and on the recommendation ofthe Nomination & Remuneration Committee the Board has adopted the Nomination &Remuneration Policy for selection and appointment of Directors Senior Managementincluding Key Managerial Personnel (KMP) and their remuneration. The details ofRemuneration Policy are stated in the Corporate Governance Report.

The details of this policy have been placed on the website of the Company at


The Company's internal control system commensurate 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.


Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 (“the IEPFRules”) all unpaid or unclaimed dividends are required to be transferred by theCompany to the IEPF established by the Government of India after the completion of sevenyears. Further according to the IEPF Rules the shares on which dividend has not beenpaid or claimed by the shareholders for seven consecutive years or more shall also betransferred to the demat account of the IEPF Authority. During the year the Company hastransferred the unclaimed and unpaid dividend of Rs.180646/- to IEPF Authority. Furthercorresponding shares on which dividend were unclaimed for seven consecutive years weretransferred to IEPF Authority as per the requirements of the IEPF Rules. Year-wise amountsof unpaid / unclaimed dividends lying in the unpaid account up to the year and thecorresponding shares which are liable to be transferred are provided in the CorporateGovernance Report and are also available on the Company's website at


There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company's operations in future.


The Company has in place the ‘Sexual Harassment at the Workplace (Prevention andRedressal) Policy' in line with the requirements of ‘The Sexual Harassment of Womenat Work Place (Prevention Prohibition and Redressal) Act 2013. An Internal ComplaintsCommittee i.e. Jetking Sexual Harassment Redressal Committee (JSHRC) has been set up toredress complaints on sexual harassment. The Company affirms that during the year underreview no cases were filed under the said Act by any of its woman employees beforeCommittee. Also the Company has filed annual report for calendar year 2020 pursuant toSection 21 of the Sexual Harassment of Women at Work Place (Prevention Prohibition andRedressal) Act 2013 to the municipal authorities as required.


i. The Managing Director of the Company has not received any remuneration or commissionfrom the subsidiary company. Further the Company doesn't have any Holding Company.

ii. The Company has not issued equity shares with differential rights as to dividendvoting or otherwise;

iii. The Company has not issued any sweat equity shares to its directors or employees.

iv. During the year under review neither the Statutory Auditors nor the SecretarialAuditor have reported to the Board or Audit Committee as required under Section 134 (3)(ca) and 143(12) of the Companies Act 2013 any instances of frauds committed against theCompany by its officers or employees the details of which would need to be mentioned inthis Report.

v. During the year the Company does not issue any ESOP scheme for itsemployees/Directors. Further the Company has not issued any sweat equity shares or shareshaving differential voting rights.

vi. There was no change in the nature of business of the Company during the financialyear.

vii. Considering the first proviso to Section 136(1) of the Companies Act 2013 theAnnual Report is being sent to the members of the Company and others entitled thereto. Anyshareholder interested in obtaining a copy thereof may write to the Company Secretary inthis regard.


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: 08 June 2021