The Directors of your Company are pleased to present the 26th Annual Report togetherwith the Audited Financial Statement for the Financial Year ended on March 31 2019.
1. Financial Results.
The highlights of the financial performance for the year ended March 31 20198 are asunder:
| || ||(Amt. in Rs. in Lakhs) |
|Particular ||2018-19 ||2017-18 |
|Revenue from operation ||6688.80 ||6466.34 |
|Other Income ||7.85 ||- |
|Total Revenue ||6696.66 ||6466.34 |
|Less : Expenditure ||6653.51 ||6.436.47 |
|Profit before Tax ||43.15 ||29.87 |
|Prior period Expenses ||- ||- |
|Less : Current Income Tax ||- ||- |
|Less : Deferred Tax ||3.33 ||- |
|Profit / Loss After Tax ||39.82 ||29.87 |
|Earnings Per Share (Basic) ||0.04 ||0.03 |
|Earnings per Share (Diluted) ||0.04 ||0.03 |
2. Performance of the Company.
During the year under review your company recorded a top line growth of 3.56% YoY. Thetotal revenue stood at Rs. 6696.66 lakhs as compared to Rs. 6466.34 last year. Yourcompany has seen 1.5 times (i.e. 44.57 %) YoY growth in EBITA. Your company has been ableto perform exceptionally well in the challenging environment. Even though the revenuegrowth was muted due to the overall slowdown your company has been able to improve thebottom line due to its operational efficiency.
There are no material changes and commitment occurred during the period which affectsthe financial position of the Company.
Further there is no change in the nature of business of the Company
The Board of Directors of the Company in their meeting held on 29th May 2019 hasdeclared an Interim Dividend of Rs. 0.01 (One Paise) per Equity Shares. Further the Boardof Directors has not proposed any final Dividend in ensuing Annual General Meeting of theCompany.
4. Transfer to Reserves.
Your Company has not transferred any amount to reserves during the year under thereview.
5. Public Deposits.
The Company has not accepted/renewed any deposits during the year.
6. Share Capital.
Authorized and Paid-up Share Capital
The Authorized Share Capital of the Company as on March 31 2019 was Rs. 700000000divided into 140000000 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. Furthermore thecompany has increased its Authorized Share Capital from Rs. 700000000 divided into140000000 Equity shares of Rs. 5 each to Rs. 750000000 divided into 150000000Equity shares of Rs. 5 each in the Extra Ordinary General Meeting dated 5th April 2019.
7. Subsidiaries Joint Venture & Associates Companies.
As on March 31 2019 the Company does not have any Subsidiary Joint Venture or anAssociate Company. The provisions of Section 129 (3) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2013 containing a statement of subsidiaries in the formAOC-1 is not applicable to the Company.
8. Statutory Auditor.
M/s Tejas Nadkarni & Associates Chartered Accountants Mumbai (ICAIRegistration No. FRN 135197W) Statutory Auditors of the Company has tendered theirresignation. The Board of Directors of the Company has proposed appointment of M/s.MSKA & Associates Chartered Accountant Mumbai (ICAI Registration No. FRN105047W) as Statutory Auditor to fill casual vacancy caused due to resignation oferstwhile Auditor.
There are no adverse observations of the Auditors on the financial statements of thecompany. The
Auditor's Report read with the relevant notes to accounts is self-explanatory andtherefore does not require further explanation. The Auditors Report forms part of thisAnnual Report.
9. Secretarial Auditor.
The company has engaged M/s. NKM & Associates Practicing Company Secretary asSecretarial Auditor to conduct Secretarial audit for the year 2018-19. The report onsecretarial audit is annexed as
Annexure-1 to the Board's Report.
Secretarial Audit Report
The report does not contain any qualification reservation or adverse remark.
10. Internal Auditor.
In the current financial year the Company has engaged M/s Ajay Sharma andAssociates (Firm Registration No. 137003W) Chartered Accountants as Internal Auditorto conduct Internal audit for the year 2019-20. The Internal Auditor will report to Boardof Directors. The internal audit will help company to review the operational efficiencyand assessing the internal controls. It also reviews the safeguarding of assets of theCompany. Their appointment is made as per section 138 of the Companies Act 2013.
11. 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.
12. Secretarial Standards.
The Company complies with the applicable Secretarial Standards issued by the Instituteof the Companies Secretaries of India.
13. Board of Directors and the Key Managerial Personnel.
13.1 Changes in directors and key managerial personnel:
Appointments and Cessation:
The Board of Directors of the has appointed Mr. Abhishek Sanga and Mr. BharatChawla as Additional Non-Executive Director on 14th January 2019 and 08thFebruary 2019respectively on recommendation of the Nomination & RemunerationCommittee to hold office till commencement of ensuing Annual General Meeting of Company.Further the Board of directors of the Company has proposed the resolutions forregularisation of both the directors to notice of ensuing Annual General Meeting of theCompany.
Mr. Bhim Chaudhrywas appointed as Non-Executive Director by the Members of theCompany on Extra Ordinary General Meeting dated 05th April 2019 and Mr. OmkarGadre Chief Executive Officer resigned from the Company with effect from 14thJanuary 2019 to fill the vacancy Mr. Manav Kumar was appointed by the Board asChief Financial Officer of the Company with effect from 14th January 2019.
Further Mrs. Payal Garodia was appointed by the Board as Company Secretary andCompliance officer of the Company with effect from 10th December 2018.
Mr. Mayank Kotadia resigned from the position of Non-Executive Director of theCompany with effect from 08th March 2019. Mr. Mitesh Jani Executive Directorsresigned from the Company with effect from 14th January 2019. Your Directors would liketo record their appreciation for the services rendered by the both of the directors.
Retire by Rotation:
In accordance with the provisions of Section 152 of the Companies Act 2013 and therules framed thereunder Mr. Bhim Chaudhry Director of the Company retires byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment. The Board of Directors of the Company has recommended to the Members topass a resolution for re-appointment of Mr. Bhim Chaudhry as Director of the Company.
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.
Key Managerial Personnel
In terms of Section 203 of the Act the following are the Key Managerial Personnel(KMP) of the Company:
Mr. Yogendra Bagree Managing Director Mr. Manav Kumar Chief FinancialOfficer * Mr. Payal Garodia Compliance Officer *Mr. Manav Kumar was appointedas a Chief Financial Officer of the Company w.e.f14thJanuary2019 due to resignation ofMr. Omkar Gadre the erstwhile Chief Financial Officer of the Company.
13.2 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.
13.3 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.
13.4 Declaration by Independent Directors
All the Independent Directors have confirmed to the Board that they meet the criteriaof independence as specified under Section 149(6) of the Act and that they qualify to beindependent directors pursuant to the Rule 5 of the Companies (Appointment andQualification of Directors) Rules 2014. They have also confirmed that they meet therequirements of Independent Director' as mentioned under Regulation 16(1) (b) of theListing Regulations.
The above confirmations were placed before the Board and duly noted.
14. Director's Responsibility Statement.
Pursuant to the requirements under Section 134(3) (c) read with the Section 134 (5) ofthe Companies Act 2013 the Directors confirm that:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relation to material depend there are nomaterial departures from the same;
b) the Directors have 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 at the end of the financial year and ofthe profit and loss of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) the Directors have prepared the annual accounts on a 'going concern' basis;
e) the Directors have laid down proper internal financial controls to be followed bythe Company and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
15. Policy on Director's Appointment and Remuneration.
The Policies of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act have beenuploaded on the website of the Company www.irismediaworks.net
16. Internal control systems and their adequacy.
The Company has in place adequate internal financial controls with reference tofinancial statements. The Company has adopted an Internal Financial Control Frameworkpolicy and Procedure document in to ensure orderly and efficient conduct of the businessaccuracy and completeness of the accounting records and timely preparation of financialreports.
17. Transfer of Unclaimed Dividend to Investor Education and Protection Fund.
During the year under review the Board of Directors of the Company in their meetingheld on 29th May 2019 has declared an Interim Dividend of Rs. 0.01 (One Paise) per EquityShares list of unpaid/unclaimed dividend available at website of the Company i.ewww.irismediaworks.net. Also the Company was not required to transfer any amount to theInvestor Education and Protection Fund established by the Central Government pursuant toprovision of Section 125 (e) of the Companies Act 2013.
18. Management Discussion & Analysis Report.
Pursuant to the provisions of Regulation 34 read with Schedule V of the SEBI (LODR)Regulations 2015 a report on Management Discussion & Analysis for the year under thereview forms part of this Annual Report.
19. Auditors Certificate on Corporate Governance.
In compliance with the provisions of Regulation 34 of the Listing Regulations read withthe Schedule V to the said Regulations the Corporate Governance Report of your companyfor the financial year ended March 31 2019 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.
20. 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.
21. Related Party Transaction.
Information on transactions with related parties pursuant to Section 134(3)(h) of theAct read with Rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure- 3in the prescribed Form AOC-2 and the same forms part of this report. All related partytransactions are placed before the Audit Committee and Board of the Company for review andapproval or Omnibus approval as permitted under law. Transactions with related parties asper requirements Indian Accounting Standard (Ind AS) 24 are disclosed in the notes toaccounts annexed to the financial statements.
The Company has framed policy in accordance with the provisions of the Companies Act2013 and Listing Obligation for Related Party Transaction which is hosted on company'swebsite: www.irismediaworks.net
22. 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.
23. 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.
24. Material changes and commitments affecting the financial position of the Company.
There has been no material changes and commitment affecting the financial position ofthe company which has occurred between the end of the financial year of the Company towhich the financial statement relates and till the date of the report.
25. Particulars of Employees.
The information required under Section 197(12) of the Act read with Rule 5 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attachedas Annexure 5to the Board's Report.
The information required under Rule 5(2) and (3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in the Annexure forming partof the Report.
26. 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 6.
27. Policies and Disclosures.
Nomination and Remuneration Policy
The Company has in place a Remuneration Policy for the Directors KMP and otheremployees pursuant to the provision of the Companies Act 2013 and Listing Regulations.The policy states criteria for determining qualifications positive attributesindependence of directors and remuneration relating Directors KMP and other employees.
Further in compliance with section 134(3) (e) of the Companies Act 2013 theNomination and Remuneration Policy is also placed on Company's website atwww.irismediaworks.net
Risk Management Policy
Your Company has robust Risk Management Policy. The Risk Management policy of theCompany promotes a proactive approach in reporting evaluating and mitigating riskassociated with the business. Mechanisms for identification and prioritization of risksinclude business risk environment scanning and focused discussions in the Risk ManagementCommittee Meetings.
The company has a Risk Management Committee to monitor and review the Risk ManagementPlans for the Company. The Policy of Risk Management has been approved by Board ofDirectors and is placed on Company's Website at www.irismediaworks.net
The Details of Risk Management Committee its terms of reference and elements of riskidentified by the Company are set out in the Corporate Governance and ManagementDiscussion and Analysis Report forming the part of this Annual Report.
Sexual Harassment Policy
Jump Networks provides a plat form where equal opportunity is provided to its allemployees and consciously strives to build a work culture that promotes the dignity of allemployees. The Company has complied with the provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at the workplace(Prevention Prohibition and Redressal) Act 2013. The Company has zero tolerance forsexual harassment at workplace and had adopted a Policy on prevention prohibition andRedressal of sexual harassment at workplace in line with the provision of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 andthe Rules and the same is hosted on the Company's Website at www.irismediaworks.net
Vigil Mechanism/Whistleblower Policy
Pursuant to Section 177(9) of Companies Act 2013 and Rule 7 of the Companies (Meetingsof Board and its Powers) Rules 2014 and as per Listing Obligation Requirement theCompany has adopted the Whistle Blower Mechanism to provide a mechanism for any concernedperson of the Company for the purpose of dealing with instance of frauds andmismanagement if any and also ensure that whistleblowers are protected from retributionwhether within or outside organization. The company has hosted the same on its websitewww.irismediaworks.net
Code of conduct for prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading under theSEBI (Prohibition of Insider Trading) Regulations 2015. The Code lays down guidelines forprocedures to be followed and disclosures to be made by insiders while trading in thesecurities of the Company. Details of dealing in the Company's shares by DesignatedPersons are placed before the Audit Committee on a quarterly basis. The Company has alsoadopted a Code of Corporate Disclosure Practices for ensuring timely and adequatedisclosure of Unpublished Price Sensitive Information by the Company to enable theinvestor community to take informed investment decisions with regard to the Company'sshares The policy is uploaded on the Company's website and can be viewed at the Companywebsite at www.irismediaworks.net
28. Conservation of energy technology absorption foreign exchange earnings and outgo.
The information pertaining to Conservation of Energy Technology Absorption ForeignExchange earnings and outgo as required under Section 134 of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 are furnished in Annexure 4tothis Annual Report.
29. 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.
30. Material Changes and Commitments if any affecting the Financial Position of theCompany which have occurred between the end of the Financial Year to which the FinancialStatements relates and the Date of the Report.
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.
31. Change in taxation act and rules.
The Government of India has enacted GST Act 2017 along with IGST Act 2017 SGST Act2017 and UTGST Act 2017 effective from July 1 2017. Your Company has been updating &implementing new changes in GST law issued by Govt from time to time.
32. Human Resource.
Your Company is focused on building a high-performance culture with a growth mindsetwhere employees are engaged and empowered to be the best they can be. The Company has welldocumented and updated policies in place to prevent any kind of discrimination andharassment including sexual harassment. The Whistle Blower Policy plays an important roleas a watchdog.
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns details of which have been given in the Corporate GovernanceReport. During the year there have been no complaints alleging child labour forcedlabour involuntary labour and discriminatory employment.
Yours Directors take this opportunity to express their sincere appreciation for theexcellent support and co-operation extended by the shareholders customers suppliersbankers and other business associates. Your Directors gratefully acknowledge the on-goingco-operation and support provided by the Central and State governments and all RegulatoryAuthorities. Your Directors also place on record their deep sense of appreciation to allemployees for their dedicated services rendered at various levels.
| ||For Jump Networks Limited |
| ||(Formerly Known as Iris Mediaworks Limited) |
| ||Sd/- |
| ||Abhishek Sanga |
|Date: September 05 2019 ||Chairman |
|Place: Mumbai ||DIN: 08309127 |