To The Members
Your Directors have pleasure in presenting the 33rd Annual Report of yourCompany together with the Audited Statements of Accounts for the financial year endedMarch 31 2017.
| || ||(Rs in Lakh) |
|Financial Results ||Year Ended 31.03.2017 ||Year Ended 31.03.2016 |
|Gross Sales / Revenue for the year ||6124.34 ||21868.46 |
|Profit / (Loss) before Tax & Extra-ordinary Items ||(16.20) ||28.79 |
|Less : Provision for Taxation (including Deferred Tax) ||(4.77) ||14.20 |
|Profit / (Loss) after Tax ||(11.43) ||14.59 |
|Add / (Less) : Prior Period Adjustments ||0.44 ||7.49 |
|Add : Reversal of Dividend including Dividend Tax ||- ||41.92 |
|Profit available for Appropriation ||(10.99) ||64.00 |
|appropriated as under : || || |
|Transfer to General Reserves ||- ||3.00 |
|Net Profit available after Appropriation ||(10.99) ||61.00 |
|Balance of Profit brought forward from Previous Year ||547.29 ||486.29 |
|Balance of Profit carried forward to Next Year ||536.30 ||547.29 |
OVERVIEW OF ECONOMY
The Indian economy is growing strongly and remains a bright spot in the globallandscape. The halving of global oil prices that began in late 2014 boosted economicactivity in India further improved the external current account and fiscal positions andhelped lower inflation. In addition continued fiscal consolidation by reducinggovernment deficits and debt accumulation and an anti-inflationary monetary policy stancehave helped cement macroeconomic stability.
The government has made significant progress on important economic reforms which willsupport strong and sustainable growth going forward. In particular the upcomingimplementation of the goods and services tax which has been in the making for over adecade will help raise India's medium-term growth to above 8 percent as it will enhancethe efficiency of production and movement of goods and services across Indian states.
Challenges remain however and there is little scope for complacency. A key concernfor us is the health of the banking system which is still dealing with a large amount ofbad loans and also heightened corporate vulnerabilities in several key sectors of theeconomy.
PERFORMANCE HIGHLIGHTS & OUTLOOK
During the year the Company was continued to struggle with its operations in the fieldof Entertainment and Media mainly due to continued invention of new innovation and ideaswhich requires huge capital and advertisement cost which in the opinion of the Company isnot worthwhile mainly due to low profitability as well as fear of outdating of its sellingproducts as the time progresses. Even the online business tools for sale of its music wasnot that profitable as expected mainly due to poor response from music lover andincreasing cost in software as well as continued maintenance.
In term of hardware and software business the same has further reduced due to low costinvention from Chinese market as well as low profit margin on sales of these items. Allthese have led to further decline in revenue as well as profitability of the Company.
At standalone level gross revenue from the operations stood at Rs 6124.34 lakhcompared to Rs 21868.46 lakh for the previous year. PBT Margin stood at ' (16.20) lakh incomparison to the last year figure of Rs 28.79 lakh. Net Profit/(Loss) after tax andextra-ordinary items stood at ' (11.43) lakh in comparison to last year figure of Rs 14.59lakh.
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.
In the ongoing financial year the Company has started manufacturing of medicoproducts mainly aryuvedic and the commercial production has started from March 2017. TheCompany has launched its products in the market from April 2017 onwards. This entirebusiness activity is under the subsidiary of the Company namely "JMD Medico ServicesLimited".
DIVIDEND AND RESERVES
Due to incurring losses and in order to conserve resources your Directors do notrecommend any Dividend for the year under review.
During the year under review sum of ' Nil were transferred to General Reserves.
The paid up Equity Share Capital as on March 31 2017 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 2017 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 transactions and reasonablypresent the Company's state of affairs profits/(loss) and cash flows for the year ended31st March 2017.
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 financial statements 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
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 did not earn any revenue. In term of netprofit/(loss) the same was stood at ' (2.12) lakh in comparison to last years' amount of' (2.15) lakh.
JMD Medico Services Limited
M/s. JMD Medico Services Limited a Subsidiary Company was incorporated on 24thApril 2015 with a motive to enter into pharma segment mainly to produce aryuvedic drugsmedicines and also household skin care products which will be marketed by JMD VenturesLimited.
The revenue of the Company for the year was Rs 49.37 lakh in comparison to last year'srevenue of ' Nil. In term of net profit/(loss) the same was stood at ' (31.71) lakh incomparison to last years' amount of ' (0.07) lakh.
RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties as defined under the Companies Act2013 and Regulation 23 of Listing Regulations; during the financial year were in theordinary course of business and on an arm's length pricing basis and do not attract theprovisions of Section 188 of the Companies Act 2013 and the Rules made thereunder are notattracted and thus disclosure in term of Section 134(3)(h) r/w Rule 8 (2) of the Companies(Accounts) Rules 2014 and under Regulation 34(3) & 53(f) Para A of Schedule V ofSEBI(LODR) Regulations 2015 is attached as Annexure I. Further there are no materiallysignificant transactions with related parties during the financial year which were inconflict with the interest of the Company. Suitable disclosure 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 the Company'swebsite viz. www.)mdlimited.com
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis on the operations of the Company as prescribedunder Part B of Schedule V read with regulation 34 (3) of the Listing Regulations 2015 isprovided in a separate section and forms part of the Directors' Report.
CHANGE IN NATURE OF BUSINESS IF ANY.
There are no changes in the nature of business in the financial year 2016-17.
The Board of Directors have laid down the manner for carrying out an annual evaluationof its own performance its various Committees and individual directors pursuant to theprovisions of the Act and relevant Rules and the Corporate Governance requirements are incompliance with Regulation 17 of Listing Regulations 2015. The performance of the Boardwas evaluated by the Board after seeking inputs from
all the Directors on the basis of various criteria such as Board Composition processdynamics quality of deliberations strategic discussions effective reviews committeeparticipation governance reviews etc. The performance of the Committees was evaluated bythe Board after seeking inputs from the Committee members on the basis of criteria such asCommittee composition process dynamics deliberation strategic discussions effectivereviews etc. The Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of the criteria such as transparency analyticalcapabilities performance leadership ethics and ability to take balanced decisionsregarding stakeholders etc.
NUMBER OF MEETINGS OF THE BOARD
The details of the Board Meetings and other Committee Meetings held during thefinancial year 2016-17 are given in the separate section of Corporate Governance Report.
All Committees of the Board of Directors are constituted in line with the provisions ofthe Companies Act 2013 and applicable regulations of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
There is no Change in Management of the Company during the year under review.
During the year Mr. Mohit Jhunjhunwala and Ms. Renu Kedia have resigned from the Boarddue to their pre-occupation. Further Mrs. Saroj Devi Kothari has been appointed asadditional Director (Independent) during the year under review.
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 for a term up to five consecutive years on the board of a company but shall beeligible for re-appointment for another term up to five years on passing of a specialresolution by the company and disclosure of such appointment in Board's Report. FurtherSection 152 of the Act provides that the independent directors shall not be liable toretire by rotation in the Annual General Meeting (AGM') of the Company.
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. Mr. Mohit Jhunjhunwala ||Independent Director ||- ||7th March 2017 |
|2. Ms. Renu Kedia ||Independent Director ||- ||4th January 2017 |
|3. Mrs. Saroj Devi Kothari ||Independent Director ||4th January 2017 ||- |
|4. Mr. Amit Gupta ||Company Secretary ||- ||10th Nov 2016 |
|5. Mr. Nitin Dabriwal ||Company Secretary ||15th Nov 2016 ||- |
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 2017the 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 2017 and of theprofit/(loss) of the 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 adequate and were operatingeffectively; 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 AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
Your Company has an Internal Control System which is commensurate with the sizescale scope and complexity of its operations. To maintain its objectivity andindependence an independent firm of Chartered accountants has been appointed as theInternal Auditors who report to the Chairman of the Audit Committee of the Board.
The Internal Auditors monitor and evaluate the efficacy and adequacy of internalcontrol system in your Company its compliance with operating systems accountingprocedures and policies of your Company. Based on the report of the Internal Auditorsplaced before the Audit Committee process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. The internal controls have beenreported by the Auditors to be adequate and effective during the year.
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. wwwjmdlimited.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 in relation to thenature size of operations of your Company.
The Auditors M/s Mehta Kothari & Associates Chartered Accountants Mumbai who areStatutory Auditors of the Company and holds the office until the conclusion of ensuingAnnual General Meeting and are recommended for re-appointment to audit the accounts of theCompany from the conclusion of the 33rd Annual General Meeting up to theconclusion of the 34th consecutive Annual General Meeting (subject toratification by the members at every subsequent AGM). As required under the provisions ofSection 139 & 142 of the Companies Act 2013 the Company has obtained writtenconfirmation under Rule 4 of the Companies (Audit and Auditors) Rules 2014 from M/s.Mehta Kothari & Associates; that they are eligible for appointment as auditors andare not disqualified for appointment under the Companies Act 2013 the CharteredAccountants Act 1949 or the rules and regulations made there-under; the proposedappointment is as per the term and within the limits laid down by or under the authorityof the Companies Act 2013 and that there are no proceedings pending against them or anyof their partners with respect to professional conduct.
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 Ms. Sinu Surolia Company Secretaries in Practice (C. P No. 17293) to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit Report isannexed in this Annual Report as Annexure II.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 extract ofthe Annual Return for the financial year ended 31st March 2017 made under theprovisions of Section 92(3) of the Act is attached as Annexure III to this report.
particulars of employees
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thesame is not applicable to the Company as none of employee is drawing remuneration inexcess of the limits set out in the said rules and thus no disclosure has been provided inthis Annual Report.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 by way of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2016 dated June 30 2016 ("Amended ManagerialRemuneration Rules 2016") the report is not applicable to the Company.
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 any foreign exchange during the year under 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
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company together with a certificate from the Company's Auditorsconfirming compliance forms an integral part of this Report.
Statements in this Directors' Report and Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed 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 Company's valued customersbankers vendors and members for their continued support and confidence in the Company.
|Mumbai May 29 2017 ||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 |