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Jump Networks Ltd.

BSE: 531337 Sector: Media
NSE: JUMPNET ISIN Code: INE974C01022
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VOLUME 52433
52-Week high 99.00
52-Week low 4.99
P/E 5.73
Mkt Cap.(Rs cr) 85
Buy Price 0.00
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Sell Price 0.00
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OPEN 9.10
CLOSE 8.68
VOLUME 52433
52-Week high 99.00
52-Week low 4.99
P/E 5.73
Mkt Cap.(Rs cr) 85
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jump Networks Ltd. (JUMPNET) - Director Report

Company director report

Dear Members

The Directors of your Company are pleased to present the 27th Annual Report togetherwith the Audited Financial Statement for the Financial Year ended on March 31 2020.

1. Financial Results:

The highlights of the Financial performance for the year ended March 31 2020 are asunder:

Particular 2019-20 (Amt. in Rs. Lakhs) 2018-19* (Amt. in Rs. Lakhs)
Revenue from operations 18515.83 6865.03
Other Income 999.41 7.85
Total Revenue 19515.24 6872.88
Less : Expenditure 16813.28 6653.52
Profit before Tax 2701 .96 219.36
Exceptional items (13089.29) -
Less : Current Income Tax 998.59 52.97
Less : Deferred Tax (27.44) 3.33
Profit / (Loss) After Tax (11358.48) 163.06
Earnings Per Share (Basic) (11.36) 0.16
Earnings per Share (Diluted) (11.36) 0.16

 

*The Financial Statements for the year ended March 31 2019 have been restated to giveimpact of prior period revenue amounting to Rs. 176.2 Lakhs and reclassification ofcertain balance sheet items.

2. Performance of the Company:

During the year under review your Company has recorded total revenue of Rs. 18515.83Lakhs as compared to last year Rs. 6865.03 Lakhs. The Management of the Company have puttheir constant affords to boost the total revenue during the year as result of which; theCompany has witnessed a significant increase in total revenue of the Company.

During the year the Management of the Company has decided to write-off theirrecoverable assets of the Company and because of that despite of three times increasein total revenue the Loss after Tax of the Company stood at Rs. 11358.48 Lakhs as compareto last year's profit Rs. 163.06 Lakhs

The affairs of the Company are managed in the fair and transparent manner. It is vitalto gain and retain the trust of our shareholders.

Please refer to the Management Discussion and Analysis section which forms a part ofthis Annual Report for details of the performance and operations review and the Company'sstrategies for growth.

3. Dividend:

The Board is pleased to recommend a dividend @ 4% for the year ended March 31 2020i.e. Rs. 0.20/- per equity share of Rs. 5/- each fully paid up out of net profits.Theproposal is subject to approval of the shareholders at the ensuing Annual General meeting.

Further the Directors unanimously adopted a resolution to recommend a dividend policythat the Company shall subject to availability of reserves and approval of theshareholders distribute a minimum of 10% of annual "Net Profit After Tax" asannual dividend each fiscal year commencing from fiscal year 2020-21 onwards. This policyshall be adopted after approval of the shareholders in the ensuing Annual General Meeting.

4. Transfer to Reserves:

The Company has not transferred any amount to reserves during the year under review.The closing balance of the retained earnings of the Company for Financial Year 2019-20after all appropriation and adjustments was Rs. 3118.89 Lakhs.

5. Public Deposits:

The Company has neither invited nor accepted any deposits within the meaning of Section73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 fromthe public during the year ended March 31 2020.

There were no unclaimed or unpaid deposits as on March 31 2020.

6. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

The Company was not required to transfer any amount to the Investor Education andProtection Fund established by the Central Government pursuant to provision of Section 125(e) of the Companies Act 2013.

7. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:

The disclosure under the provisions of section 134 (3)(m) of the Companies Act 2013read with rule 8(3) of the Companies (Accounts) Rules 2014 is enclosed as "Annexure4".

8. Subsidiaries Joint Venture & Associates Companies:

As on March 31 2020 the Company does not have any Subsidiary Joint Venture or anAssociate Company. Accordingly pursuant to the provisions of Section 129 (3) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2013 statement containingsalient features of the financial statement of subsidiaries/associate companies/jointventures in the form AOC-1 is not applicable to the Company.

Further as per the resolution passed by the Board of Directors dated February 8 2019the Company has paid Rs. 1599.00 Lakhs against the share purchase agreement foracquisition of eight wholly owned subsidiaries. The said acquisition is still in processand the Company expects to close said acquisition by end of Financial Year 2020-2021.

9. Share Capital:

During the year under review there was no change in share capital of the Company. TheAuthorized Share Capital of the Company as on March 31 2020 was Rs. 750000000/-divided into 150000000 Equity shares of Rs. 5/- each and the Paid-up capital was Rs.499810550/- divided in to 99962110 shares of Rs. 5/- Each fully paid-up. The Companyhas not issued shares with differential voting rights or sweat equity shares nor has itgranted any stock options during the Financial Year 2019-20.

10. Statutory Auditor:

M/s. MSKA & Associates Chartered Accountants (ICAI Registration No. FRN105047W) were appointed as the Statutory Auditor of the company at the 26th Annual GeneralMeeting ("AGM") for five years commencing from the conclusion of the 26th AGMthe conclusion of 31st AGM of the Company.

The Statutory Auditor has confirmed their eligibility and consent under Sections 139and 141 of the Companies Act 2013 and the Companies (Audit and Auditors) Rules 2014 fortheir continuance as the Auditors of the Company for the Financial Year 2020-21. In termsof the SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 ("SEBIListing Regulations") the Auditors have also confirmed that they hold a validcertificate issued by the Peer Review Board of the ICAI.

Auditor's Report:

Further the report of the Statutory Auditors along with the notes is enclosed with theFinancial Statements. The Auditors have issued modified opinion on the FinancialStatements for the Financial Year ended March 31 2020 as mentioned below with comments onit by Board of Directors:

Observations / Basis for Qualified Opinion Board's Comments
The Company has not complied with various sections of the Act during the year. The Company has neither estimated / computed nor made provision in the books of account with respect to penalties arising if any on account of such non-compliances in the financial statements. In view of the above we are unable to comment on the impact of such non-compliances if any on the financial statements for the year ended March 31 2020. The new management of the Company is aggressively seeking to take corrective action to rectify the said non-compliances it is possible that the non-compliance may also be condoned/ compounded and/or the amount of the relevant penalties may not materially impact the financial statements.
We have not been able to obtain direct confirmation w.r.t. balances from 10 banks amounting to Rs. 2.71 Lakhs as on March 31 2020. Accordingly we are unable to comment on the existence and accuracy of such balances and other related transactions with these banks. Management confirms that no transactions were carried out in the 10 bank accounts referred to the in the audit qualification under consideration. Since the bank accounts are extremely old and there has been no transaction in them they have been deemed inactive by the said banks and hence confirmations of the balances are not forthcoming from the banks. The Board of Directors of the Company at their meeting held on July 31 2020 have passed resolutions to close all the 10 bank accounts with immediate effect. While it is the Company's legal right to receive all funds in full from all the bank accounts in the interest of being conservative management estimates that the Company may not receive any amount from all of these 10 bank accounts on their closure.
In such situation the maximum extent of the impact on the Company's financial statements would be:
• Reduction in Total Assets by Rs 2.71 Lakhs; and
• Increase in Total Expenditure by Rs 2.71 Lakhs. Management does not believe this to have any material impact on the financial statements.

11. Secretarial Auditor:

The Company has engaged M/s. NKM & Associates Practicing Company Secretary asSecretarial Auditor to conduct Secretarial audit for the year 2019-20. The report onsecretarial audit is annexed as Annexure-2 to the Board's Report. The report isself-explanatory and contains some qualification reservation and adverse remarks asmentioned below:

Observations / Basis for Qualified Opinion Board's Comments
During the period from September 26 2019 to March 312020 composition of KMP is not in accordance with the provision of regulation of 6 of the SEBI(LODR) Regulations 2015 - The Company secretary has resigned from the Company on 25th September 2019 and since the position of CS as Compliance officer remains vacant The Board has appointed Mr. Nihar Shah as a Company Secretary cum Compliance officer of the Company w.e.f October 1 2020. Further the Company has paid the necessary applicable penalties with respective stock exchange in this regard.
Quarterly compliance report on Corporate Governance filed by the Company during the Financial Year has not been signed by the Compliance Officer or Chief Executive Officer of the entity The said report was signed by a person other than a Compliance officer as there was no Compliance officer at the time of signing the report. The new management has already taken necessary steps in this regard and the Company shall ensure compliance of all the corporate governance norms in future.
Compliance Certificate is signed by person other than Compliance officer The said report was signed by a person other than a Compliance officer as there was no Compliance officer at the time of signing the report. The new management has already taken necessary steps in this regard and the Company shall ensure compliance of all the corporate governance norms in future.
Company has not filed form SH-7 for Increase in Authorised Share Capital The Company is in process of filing the same with requisite MCA filing fees along with additional fees if any.
Mr. Bhim Chaudhry is disqualified director u/s 164(2) The Company has accepted the resignation from Mr. Bhim Chaudhry. Hence there will be no disqualified director on the Board.

Further pursuant to the circular issued by the Securities and Exchange Board of Indiadated February 8 2019 the Secretarial Auditor has also issued the "AnnualSecretarial Compliance Report" for the Financial Year 2019-20 and the same was dulysubmitted to the stock exchange in time.

12. Internal Auditor and Internal Control System:

The Company has an Internal Control System which commensurate with the size scale andcomplexity of its operations. During the Financial Year under review M/s. Ajay Sharmaand Associates Chartered Accountants (FRN: 137003W) were the internal auditors ofthe Company and their internal audit plan and remuneration are approved by the AuditCommittee. The reports and findings of the internal auditor and the internal controlsystem are periodically reviewed by the Audit Committee. To maintain its objectivity andindependence the Internal Auditors of the Company reports to the Chairperson of the AuditCommittee of the Board.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internalcontrol systems in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. An independent internal auditor conducts an audit toensure adequacy of the internal control system and validate adherence to managementinstructions and compliance. The internal auditor also conducts review to ensureimplementation of recommendations and suggestions of the Audit Committee. The AuditCommittee of the Board of Directors takes note of the same.

In the current Financial Year the Company has engaged M/s SNR & Co. (FirmRegistration No. 014401N) Chartered Accountants as Internal Auditor to conduct InternalAudit for the Year 2020-21

13. Internal Control System:

The Internal Auditors monitor and evaluate the efficacy and adequacy of internalcontrol systems in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. An independent internal auditor conducts an audit toensure adequacy of the internal control system and validates adherence to managementinstructions and compliance. The internal auditor also conducts review to ensureimplementation of recommendations and suggestions of the Audit Committee. The AuditCommittee of the Board of Directors takes note of the same.

14. Cost Auditor:

The Company is not required to maintain cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013 and accordinglyno such accounts and records are made and maintained by the Company.

15. Certificate by Managing Director and Chief Financial Officer:

A certificate from Managing Director and Chief Financial Officer confirming thecorrectness of the Financial statement adequacy of the Internal Control measures andreporting of matters to the Auditors and Audit Committee forms as integral part of thisReport as Annexure 2.

16. Secretarial Standards:

The Company complies with the applicable Secretarial Standards issued by the Instituteof the Companies Secretaries of India.

17. Board of Directors and the Key Managerial Personnel's (KMP's):

The Board of the Company is endlessly focused for the growth and expansion of theCompany. It is further involved to strategize the optimum utilization of the availableresources and to reduce cost to improve the profitability of the Company and also togenerate additional opportunities to increase overall performance of the Company.

The Management of the Company is also striving towards becoming a 100% compliant entityand to improve its investor relations by sharing latest and correct information with itsstakeholders and thereby creating a transparent atmosphere.

Following were the Directors and KMP's as on March 31 2020:

Sr. No. Name DIN/PAN Designation
1. Mr. Abhishek Sanga 08309127 Non-Executive Non-Independent Director
2. Mr. Harshawardhan Sabale 00168418 Managing Director (KMP)
3. Mr. Yogendra Bagree 00079488 Non-Executive Non-Independent Director
4. Ms. Neha Gupta 07145514 Non-Executive Independent Woman Director
5. Mr. Atul Kumar 07271915 Non-Executive Independent Director
6. Mr. Bhim Chaudhry 08305775 Non-Executive Non-Independent Director
7. Mr. Bharat Chawla 08350400 Non-Executive Non-Independent Director
8. Mr. Manav Kumar ASZPK8377K Chief Financial Officer (KMP)

17.1 Changes in directors and key managerial personnel:

Appointments and Cessation:

During the year under review the Members of the Company at 26th AGM have re-appointed Mr.Bhim Chaudhry as NonExecutive Director of the Company. Mr. Yogendra Bagree hasresigned from the position of Managing Director of the Company w.e.f. February 13 2020and continued to be a Non-Executive Director of the Company.

Further to fill the vacancy caused due to the resignation of Managing Director theBoard of Directors has appointed Mr. Harshawardhan Sabale as Executive and ManagingDirector of the Company w.e.f. February 13 2020 subject to the approval of membersat ensuing Annual General Meeting.

Mrs. Payal Garodia has resigned from the post of Company Secretary and Complianceofficer of the Company w.e.f. September 25 2019. Mr. Bhim Chaudhry was appointedby the Board of Directors as the Interim Compliance Officer to fill the vacancy ofCompliance officer.

Post Financial Year:

1. Mr. Yogendra Bagree resigned from the post of Non-Executive Director of theCompany w.e.f. July 31 2020.

2. Mrs. Amita Karia was appointed as an additional Independent director by theBoard we.f. September 30 2020.

3. Mr. Nihar Shah was appointed as Company Secretary cum Compliance Officer by theBoard w.e.f October 1 2020.

4. Ms. Neha Gupta was appointed as an additional Independent Director w.e.f March31 2015 and further by members of the Company as an Independent director w.e.fSeptember 29 2015 for a period of five years. Now being eligible for reappointment andmeeting the criteria for independence as prescribed under Section 149 of the Act afterconsideration of outcome of evaluation done by the Board of Directors in September 2020the Board has approved reappointment of Ms. Neha Gupta for second term of fiveyears subject to approval by members by way of special resolution in the ensuing AnnualGeneral Meeting.

Retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act 2013 and therules framed thereunder Mr. Abhishek Sanga Director of the Company retired byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment. The Board of Directors of the Company recommended the same to the Membersat ensuing Annual General Meeting.

Necessary resolutions relating to Director who are seeking appointment/re-appointmentare included in the Notice of Annual General Meeting. The relevant details of the saidDirectors are given in the Notes/Annexure to the Notice of the Annual General Meeting.

17.2 Board Meeting:

The Board meets at regular intervals to inter-alia discuss about the Company'spolicies and strategy. The notice for the Board/Committee meetings is also given inadvance to all the Directors. The details about the Board meetings are given at length inReport on Corporate Governance forming part of this Annual Report.

17.3 Board Committees:

The Details of all the committees along with their composition terms of reference andmeetings held during the year are provided in the "Report on CorporateGovernance" which forms part of this Annual Report.

17.4 Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under section 149 (7)of the Companies Act 2013 and Regulation 16(1) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015("SEBI Listing Regulations").

Further all the independent directors on the Board of the Company are in due processof registering themselves with the Indian Institute of Corporate Affairs Manesar Gurgaon("IICA") as notified by the Central Government under Section 150(1) of theCompanies Act 2013 and as applicable shall undergo online proficiency self-assessmenttest within the time prescribed by the IICA.

17.5 Formal Annual Evaluation:

Evaluation of the directors is done on an annual basis. The process is led by theNomination and Remuneration Committee with specific focus on the performance vis-a-vis theplans meeting challenging situations performing leadership role within and effectivefunctioning of the Board. The evaluation process also involves Self-Evaluation by theBoard Member and subsequently assessment by the Board of Directors and also considers thetime spent by each of the directors accomplishment of specific responsibilities andexpertise conflict of interest integrity of director active participation andcontribution during discussions.

17.6 Familiarization program for Independent Directors:

The familiarization program aims to provide the Independent Directors their rolesresponsibilities in the Company nature of the industry business model processes &policies and the technology and the risk management systems of the Company theoperational and financial performance of the Company significant development so as toenable them to take well informed decisions in timely manner. Further the Directors areencouraged to attend the training programmes organized by various regulators / bodies /institutions on above matters. The policy on Company's familiarization program forindependent directors is hosted on the Company's website.

18. Director's Responsibility Statement:

The Directors based on the representations received from the operational managementconfirm in pursuance of section 134 (5) of the Companies Act 2013 that:

i. Your Company has in the preparation of the annual accounts for the year ended March31 2020 followed the applicable accounting standards along with proper explanationsrelating to material departures if any;

ii. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2020 and of the loss of yourCompany for the Financial Year ended March 31 2020;

iii. They have taken proper and sufficient care to the best of their knowledge andability for maintenance of adequate accounting records in accordance with the provisionsof the Companies Act 2013 for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;

vi. They have devised systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.

19. Corporate Governance Report:

Pursuant to Regulation 27 of the SEBI Listing Regulations a separate section entitledCorporate Governance Report has been included in this Annual Report. The Report ofCorporate Governance also contains certain disclosures required under the Companies Act2013.

20. Management Discussion & Analysis Report:

In terms of the Regulation 34(e) read with Schedule V of SEBI Listing Regulations MDAcovering details of Risks and Concerns Internal Control Systems and their AdequacyDiscussion on Financial Management's Performance with respect to Operational Performanceetc. for the year under review is set out in this Annual Report.

21. Business Responsibility Report:

Business Responsibility Report describing the initiatives taken by the Company from anenvironmental social and governance perspective as prescribed under Regulation 34 of theSEBI Listing Regulations is set out in this Annual Report.

22. Internal Financial Control:

The Board of Directors confirms that your Company has laid down set of standards;processes and structure which enables to implement internal financial controls across theorganization with reference to Financial Statements and that such controls are adequateand are operating effectively.

During the year under review no material or serious observation has been observed forinefficiently or inadequacy of such controls.

23. Risk Management Policy:

The Board of Directors has considered and approved a revamped risk management policy tosuit the dynamic business environment and the same is available on website of the Company.The Board has approved Risk Management Policy (RMP) to effectively address financialoperational compliance and strategic risk. A structured enterprise risk managementprogram has been formulated and implemented. Refer to the Management Discussion andAnalysis Section in this Report for risks and threats relevant to your Company.

24. Auditors Certificate on Corporate Governance:

In compliance with the provisions of Regulation 34 of the SEBI Listing Regulations readwith the Schedule V to the said Regulations the Corporate Governance Report of yourCompany for the Financial Year ended March 31 2020 and the certificate from M/s. N K M& Associates Practicing Company Secretaries on compliance with the provisions ofCorporate Governance Requirement as prescribed under the listing Regulation is annexedand forms part of this Annual Report.

25. Corporate Social Responsibility:

The criteria laid down under the section 135(1) of the Companies Act 2013 are notapplicable to our Company; hence no such committee is formed. The Company has always triedin its best possible way to involve itself in social development activities.

26. Particulars of contracts or arrangements with Related Parties referred to inSubsection (1) of Section 188:

During the year under review all related party transactions entered into are at arm'slength basis and in the ordinary course of business and were in compliance with theapplicable provisions of the Companies Act 2013 (the Act') and the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

Further details of the material related party transactions under Section 188 (1) ofthe Companies Act 2013 required to be disclosed under Form AOC-2 pursuant to Section 134(3) of the Act is not applicable as the Company has not entered into any suchtransactions.

All related party transactions are placed before the Audit Committee for review andapproval of the Committee and to the Board for approval. The policy on materiality ofrelated party transactions and dealing with related party transactions as approved by theBoard is available on the Company's website viz www.jump.tech

27. Loan Guarantee and Investment under Section 186 of Companies Act 2013:

The details of loans investments guarantee and securities as covered under provisionsof Section 186 of the Companies Act 2013 are disclosed in the Financial Statement formingpart of this report.

28. Particulars of Employees and related Disclosures:

In terms of the provisions of Section 197(2) of the Companies Act 2013 read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 there were no employees drawing remuneration in excess of the limits set outin the said rules.

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 are annexed to the report as "Annexure 5".

29. Extract of Annual Return:

The extract of the Annual Return pursuant to the provisions of Section 92 of theCompanies Act 2013 read with the Rule 12 of the Companies (Management and Administration)Rules 2014 in Form MGT-9 is enclosed herewith as "Annexure 7".

30. Nomination and Remuneration Policy:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and forother employees and their remuneration. In compliance with section 134(3) (e) of theCompanies Act 2013 the Nomination and Remuneration Policy is also placed on Company'swebsite at www.jump.tech.

The Composition criteria for selection of Directors and the Terms of Reference of theNomination and Remuneration. Committee is stated in the Corporate Governance Report.

31. Sexual Harassment Policy:

As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition &Redressal) Act 2013 ('POSH Act') and Rules made thereunder your Companyhas constituted Internal Complaints Committees. During the year under review the Companyhas not received any complaints of sexual harassment from any employees of the Company.

The Company has framed a policy on Sexual Harassment of Women at workplace whichcommits to provide a workplace that is free from all forms of discrimination includingsexual harassment. The Policy can be viewed at Company website with the link at www.jump.tech.

32. Whistle Blower Policy/Vigil Mechanism:

As per the provisions of Section 177 of the Companies Act 2013 read with regulation 22of the SEBI Listing Regulations a vigil mechanism has been implemented through theadoption of Whistle blower Policy with an objective to enable any employees or directorraise genuine concern or report that may constitute: Instances of corporate fraud;unethical conduct; a violation of Central or State laws rules regulations and/or anyother regulatory or judicial directives. It also provides safeguards against victimizationof employees who avail the mechanism and allows direct access to the chairman of the AuditCommittee. The policy is available on website of the Company.

33. Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The same is available on website of the Company.

The Code requires pre clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Directors and the designated persons while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. During the year under review therehas been due Compliance with the said code.

34. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future:

There is no significant or material order passed during the year by any regulatorcourt or tribunal impacting the going concern status of the Company or its futureoperations.

35. Details of frauds reported by auditors under sub-section (12) of section 143:

Pursuant to section 134 (3) (ca) of the Companies Act 2013 there were no fraudsreported by the Statutory Auditor of the Company under Section 143 (12) of the CompaniesAct 2013.

36. Material Changes and Commitments:

There were no material changes and commitments affecting the financial position of theCompany occurred between the end of the Financial Year to which this financial statementrelates and up till the date of Report.

37. Environment Health and Safety:

The Company is conscious of the importance of environmentally clean and safeoperations. The Company is committed to health and safety of its employees contractorsand visitors. The Company is conducting operations in such a manner so as to ensure safetyof all concerned compliances of environmental regulations and preservation of naturalresources.

38. Acknowledgement:

Your Directors would like to express their appreciation for the assistance andco-operation received from the Company's shareholders customers vendors bankersauditors investors and government bodies during the year under review.

Your Directors place on record their appreciation of the contributions made byemployees at all levels.

By Order of the Board
For Jump Networks Limited
(Formerly Known as Iris Mediaworks Limited)
Date: October 28 2020
Place: Mumbai Sd/-
Abhishek Sanga
Chairperson
DIN: 08309127

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