DIRECTORS' REPORT To, The Members, Your Directors have pleasure in presenting their 10th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015. Operations Review During the year, the company has focused on content development for its portals. These portals are still in the growth phase and yet to attain levels of self-sustenance. The Company intend to invest more in these portals in the next few years to achieve leadership position. During the year, the company has also developed and promoted the websites for its clients. Detailed analysis of the performance of the Company and its businesses has been presented in the section on Management Discussion and Analysis Report forming part of this Annual Report. Dividend Your Directors are pleased to recommend a dividend of Rs. 0.10 (1%) per equity share for the year ended March 31, 2015. The proposal is subject to approval of shareholders at the Annual General Meeting. Share Capital Preferential Issue The company, in May 2014, had issued 15,20,000 equity shares of Rs. 10 each at a premium of Rs. 20 per share. Consequent to the preferential issue, equity share capital of the Company was increased to Rs. 501 Lacs. Bonus Issue The company, in October 2014, had issued bonus shares to the shareholders of the company in proportion of (1:1) one equity share of Rs 10 each for every one existing equity share of Rs. 10. Accordingly, the equity share capital of the Company was increased to Rs. 1002 Lacs. Loans, Guarantees or Investments There is no loan given, investment made, guarantee given or security provided by the Company to any entity under Section 186 of the Companies Act, 2013. Details of Subsidiary and Associates During the year under review, Jineshvar Securities Private Limited has become subsidiary of the company on acquiring 100% shareholding of Jineshvar Securities Private Limited. During the year, the Board of Directors ('the ')reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiary in the prescribed format AOC-1 is appended as Annexure 1 to the Board's report. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company are available on our website www.jupiterinfomedia.com These documents will also be available for inspection during business hours at our registered office in Mumbai, India Particulars of Contracts or Arrangements with Related Parties: The particulars of every contract or arrangements entered into by the company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso is disclosed in Form No. AOC -2, is appended as Annexure 2 to the Board Report. Corporate Governance The Company reaffirms its commitment to Corporate Governance and is fully compliant with the conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement with Stock Exchanges. A separate section on compliance with the conditions of Corporate Governance and a Certificate from the firm of Practicing Company Secretaries is annexed hereto and forms a part of the report. Policy on Directors' Appointment and Remuneration (including criteria for determining qualfication, positive attributes, independence of a Director, policy relating to remuneration for Directors, Key Managerial Personnel and other employees) Policy on Directors' Appointment Policy on Directors' appointment is to follow the criteria as laid down under the Companies Act, 2013 and the Listing Agreement with Stock Exchange and good corporate practices. Emphasis is given to persons from diverse fields or professions. Policy on Remuneration Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that - • Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff is industry driven in which it isoperating taking into account the performance leverage and factors such as to attract and retain quality talent. • For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed therein, circulars and guidelines issued by Central Government and other authorities from time to time. Directors & Key Managerial Personnel As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing Appointment of Independent Directors form part of the Notice of the Annual General Meeting. In accordance with Articles of Association of the Company, Mr. Jay Desai Director of the Company will be appointed for a term of five consecutive years. Mr. Akshay Desai is appointed as Additional Director w.e.f. 16th March, 2015 to be appointed as Independent Director besides the approval in AGM. Your company accepted resignation of Mr. Sivaramakrishnan Iyer on 16th March, 2015 The policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees forms part of this Annual Report. Number of meetings of the Board of Directors and Independent Directors The Board of Directors has met 7 times and Independent Directors once during the year ended 31st March, 2015. Declaration by Independent Directors Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in the aforesaid section. Annual Evaluation by the Board of its own Performance, its Committees and Individual Directors The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual Directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company. Committees of the Board Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2014-15 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forms part of the report. Directors' Responsibility Statement Pursuant to requirements Section 134(1)(c) of the Companies Act, 2013, the Directors confirm that: a. The applicable accounting standards have been followed in the preparation of the annual accounts and proper explanations have been furnished, relating to material departures. b. Accounting policies have been selected and applied consistently and reasonably, and prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March, 2015. c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d. The Directors have prepared the annual accounts on a going concern basis. e. The Directors have laid down internal financial controls, which are adequate and are operating effectively. f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adquate and operating effectively. Auditors' Certificate on Corporate Governance As required by Clause 49 of the Listing Agreement, the Auditors' Certificate on corporate governance is annexed herewith and forming part of the report. Risk Management During the year, Management of the Company evaluated the Risk Management Policy of the Company to make it more focused in identifying and prioritising the risks, role of various executives in monitoring & mitigation of risk and reporting process. The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company. A report on significant risks and mitigation is forming part of Management's Discussion and Analysis. Auditors Statutory Auditors M/s. Mahadev Desai Associates were appointed as Statutory Auditors of the Company at the last Annual General Meeting for a term of three years. As per provisions of section 139 of the Companies Act, 2013, the appointment of Auditors is required to be rectify by the members at every Annual General Meeting. Secretarial Auditor The Company has appointed Secretarial Auditor to conduct Secretarial Audit for 2014-15. Secretarial Audit Report A Secretarial Audit Report for the year ended 31st March, 2015 in prescribed form duly audited by the Practising Company Secretary is annexed herewith and forms part of the report. Observation in Secratarial Audit Report is self-explanatory. Particulars of Employees Pursuant to the provisions of the Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, there are no such employees for whom disclosure is required. Managerial Remuneration Directors have not drawn any salary in the year 2014-15. Independent Directors have drawn only sitting fees within the prescribed limit. Fixed Deposits The Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet. Extract of Annual Return In accordance with section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format (MGT 9) is appended as Annexure 3 to the Board's report. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are set out in a separate statement attached hereto and forms part of the report.(Annexure - 4) Whistle Blower Mechanism The Company has established a Vigil Mechanism/ Whistle Blower Policy to enable stakeholders (including Directors and employees) to report unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The Whistle Blower Policy has been disclosed on the Company's website www.jupiterinfomedia.com Material Subsidiary Policy and Related Party Transaction Policy The Company formulated a Policy on Material Subsidiary as required under Clause 49(V)(D) of Listing Agreement and established Related Party Transaction Policy as required under Clause 49(VII)(c) of Listing Agreement. The policies are hosted on the website of the Company. Acknowledgements The Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, Regulatory bodies and other Business Constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all employees, resulting in successful performance of the Company during the year. On behalf of the Board of Directors Jupiter Infomedia Limited Meenali Jain Company Secretary Umesh Modi Managing Director Place: Mumbai Date: 28.07.2015 |