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Directors Report of Jupiter Infomedia Ltd.

Mar 31, 2015

Dear Members,

The 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.

Financial summary or highlights/Performance of the Company (Standalone)

Financial Results (Rs. In thousands)

For the financial For the Particulars year ended 31st financial March,2015 year ended, 31st March,2014

Rs. Rs.

Income 7209 6841

Profit before Depreciation 3310 1624 and Tax

Less : Depreciation 1756 1076

Provision for Tax - -

Deferred Tax 26 -69

Current Tax 264 0

Profit after Tax 1264 617

Profit & Loss 1069 864 account balance brought forward

Depreciation in respect of assets whose useful life 9 0 is over

Amount available 2324 1481 for Appropriation

Dividend 1002 349

Tax on Dividend 200 63

Balance in Profit & 1122 1069 Loss Account

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.

Consolidated Financial summary or highlights/ Performance of the Company

Financial Results (Rs. In Thousands)



Name of Director For the financial year ended 31st March,2015

Rs.

Income 6765

Profit before Depreciation and Tax 2663

Less : Depreciation & Amortisation 1756

Less : Provision for Tax

Deferred Tax 26

Current Tax 264

Transferred to Cap Reserve being 3 profit prior to acquisition

Profit after Tax 614

Profit & Loss account balance 1069 brought forward

Less : Depreciation in respect of 9 assets whose useful life is over

Amount available for Appropriation 1674

Less : Dividend 1002

Tax on Dividend 200

Balance in Profit & Loss Account 472

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 sub-section (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 is

operating 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

Place: Mumbai Meenali Jain Umesh Modi Date: 28.07.2015 Company Secretary Managing Director


Mar 31, 2014

The Shareholders,

Jupiter Infomedia Limited

The directors have pleasure in presenting the annual report of the company for the year ended 31st March 2014.

1. Financial Results :

(Rs. in thousands)

2013-2014 2012-2013 Rs. Rs.

Income 6841 8121

profit before Depreciation and Tax 1625 991

Less : Depreciation 1076 187

Provision for Taxes - 1

Deferred Tax -69 -119

profit after Tax 618 922

profit & Loss account balance brought forward 864 348

Balance available for appropriation 1482 1270

Dividend -349 - 349

Tax on Dividend -63 - 57

Balance in profit & Loss Account 1070 864



2. Financial Review

During the year total income was Rs. 68.41 Lacs compared to Rs.81.21 lacs in previous year. The profit for the year was Rs. 6.18 lacs (previous year Rs. 9.22 lacs).

3. Dividend

Directors are pleased to recommend for approval of the members a dividend of Rs. 0.10 (1%) per equity share for the year ended March 31, 2014.

4. 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. All the businesses are in a very early stage of development and offer good growth potential.

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.

5. Share Capital

On 30th May 2014, your Company issued 15,20,000 equity shares of Rs. 10 each at a premium of Rs. 20 per equity shares to promoters & others Subsequent to the issue, paid up share capital of the Company is increased to Rs. 501 Lacs and balance in share premium account is increased to Rs 561 Lacs.

6. Bonus Issue

Your directors recommend an issue of bonus shares in the ratio of one equity share of Rs 10 each for every one existing equity share of Rs. 10 each held by the member on a date to be fixed by the board, by capitalizing the share premium account/ other eligible reserves. The bonus shares shall rank pari/passu in all respect with the existing equity shares including any dividend that may be declared for the financial year in which the bonus shares are allotted. The dividend declared for the year ended March 31, 2014 shall not be applicable on the bonus shares.

7. Corporate Governance

As per clause 52 of the Listing Agreement entered into with the Stock Exchange, Corporate Governance Report with auditors Certifcate thereon are attached and form part of this report.

8. Management Discussion And Analysis Report

As required under Clause 52 of the Listing Agreement entered into with the Stock Exchange, the Management Discussion and Analysis Report is attached and form part of this report.

9. Directors

In accordance with Articles of Association of the Company, Mr. Jay Desai director of the Company will retire by rotation and being eligible offer himself for re-appointment.

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.

10. Fixed Deposits

The Company has not accepted any fixed deposits from the public during the year.

11. Directors Responsibility Statement

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, 2014.

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, 1956 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.

12. Auditors

The company has received request from Mahadev Desai Associates, Chartered Accountants, existing auditors ofthe company showing their willingness to act as the auditor of the company if appointed by the members of thecompany and have forwarded the eligibility certifcate u/s 224 (1B) of the Companies Act 1956and sections 139(1) read with section 141 of the Companies Act 2013. Members arerequested to consider the appointment of M/S Mahadev Desai Associates Chartered Accountants at the forthcoming Annual General Meeting of the Company.

13. Particulars Of Employees u/s 217 (2A)

The company has no employees referred to u/s 217 (2A) of the Companies Act 1956, read with the companies (Particulars of employees) rules 1975.

14. Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo The particulars as prescribed under Section 217 (1)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in annexure to this report.

15. Compliance Report

As required u/s 383A of the companies Act, 1956 the Compliance report from a company secretary is enclosed.

16. Acknowledgement

Your 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,

Place : Mumbai Umesh Modi Date : 18th August, 2014 Managing Director


Mar 31, 2013

To, The Shareholders of Jupiter Infomedia Limited

The directors have pleasure in presenting the annual report of the company for the year ended 31st March 2013.

1. Financial Results :

(Rs. in thousands)

2012-2013 2011-2012 Rs. Rs.

Income 8121 6449

Proft before Depreciation and Tax 991 531

Depreciation -187 -235

Provision for Taxes -1 -101

Deferred Tax 119 6

Proft after Tax 922 201

Proft & Loss account balance brought forward 348 199

Balance available for appropriation 1270 400

Dividend -349 -45

Tax on Dividend -57 -7

Balance in Proft & Loss Account 864 348

2. Financial Review : During the year total income was Rs. 81.21 Lacs compared to Rs. 64.49 lacs in previous year. The proft for the year was Rs. 9.22 lacs (previous year Rs. 2.01 lacs).

3. Dividend : Directors are pleased to recommend for approval of the members a dividend of Rs. 0.10 (1%) per equity share for the year ended March 31, 2013.

4. Issue Of Shares : During the year, the company has successfully done the public issue of 20,40,000 shares of Rs. 10 each at a premium of Rs. 10 per share. The net public issue was oversubscribed by 1.67 times. The company`s shares are listed on SME platform of BSE Limited. Consequent to the public issue, the share capital of the company is increased to Rs. 349 Lacs as on 31st March, 2013.

5. Operations Review : The Company operates three online publication / portals viz. JimTrade.com, IndiaNetzone.com & JimYellowpages.com.

JimTrade.com is an online business directory with more than 3,00,000 product profles. In terms of the content, JimTrade.com is India`s leading online business directory. During the year, JimTrade.com has started its marketing activity in Mumbai.

IndiaNetzone.com is an informative portal that provides in-depth researched articles on arts, entertainment, health, sports, travel and various other interesting subjects related to India. It has a content of more than 30,000 informative articles. The Company focuses on developing more content for IndiaNetzone.com.

JimYellowpages.com is online Yellow pages directory on India. This portal is under development.

Detailed analysis of the business has been presented in the section on Management Discussion and Analysis of this report.

6. Corporate Governance :

As per Clause 52 of the Listing Agreements entered into with the Stock Exchanges, Corporate Governance Report with auditors` certificate thereon are attached and form part of this report.

7. Mangement Discussion And Analysis Report :

As required under Clause 52 of the Listing Agreement entered into with the Stock Exchange, the Management Discussion and Analysis Report is attached and form part of this report.

8. Directors :

In accordance with Articles of Association of the Company, Mr. Sivaramakrishnan Iyer director of the Company will retire by rotation and being eligible, offer himself for re-appointment.

9. Fixed Deposits :

The company has not accepted any fxed deposits from the public during the year.

10. Directors Responsibility Statement :

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 fnancial year ended 31st March, 2013.

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, 1956 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.

11. Auditors :

The company has received request from Mahadev Desai Associates, Chartered Accountants, existing auditors of the company showing their willingness to act as the auditor of the company if appointed by the members of the company and have forwarded the eligibility certifcate u/s 224 (1B) of the Companies Act 1956. Members are requested to consider the appointment of M/S Mahadev Desai Associates Chartered Accountants at the forth coming Annual General Meeting of the Company.

12. Particulars Of Employees u/s 217 (2A) :

The company has no employees referred to u/s 217 (2A) of the Companies Act 1956, read with the companies (Particulars of employees) rules 1975.

13. Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo :

The particulars as prescribed under Section 217 (1)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in annexure to this report.

14. Compliance Report:

As required u/s 383A of the companies Act, 1956 the Compliance report from a company secretary is enclosed.

15. Acknowledgement:

Your 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 executives, officers and staff, resulting in successful performance of the Company during the year.

On behalf of the Board of Directors,

Place : Mumbai Umesh Modi

Date : 2nd May, 2013 Managing Director

 
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