To,
Dear Shareholder(s),
Your Directors have the pleasure in presenting the Nineteenth (19th)
Annual Report of your Company (Jupiter Infomedia Limited) on business and operations of
the Company along with the Audited Standalone and Consolidated Financial
Statements and the Auditor?s Report for the year ended March 31,
2024 (Year under review). Consolidated performances of the Company, and its Subsidiaries
have been referred to wherever required.
Corporate Overview
The Company was incorporated in 2005 and is a web-infomedia company
which has created the largest knowledge system for Indian SMEs. The company with over a
decade's experience in e-commerce manages three leading verticals creating outstanding
content to offer most authentic and unbiased information. The Company is listed on BSE
Limited since 2012 and has its registered office at Mumbai.
Financial Summary and Highlights
The Company?s financial performances for the year under review
along with previous year?s figures are given hereunder:
|
Standalone |
Consolidated |
|
For the Financial year ended |
For the Financial year ended |
For the Financial year ended |
For the Financial year ended |
|
31-03-2024 |
31-03-2023 |
31-03-2024 |
31-03-2023 |
Total Income |
12082 |
7576 |
165284 |
110272 |
Total Expenditure |
24682 |
4258 |
50353 |
43813 |
Profit/ (Loss) Before Depreciation and Tax |
(12600) |
3318 |
114931 |
66459 |
Less: Deprecation |
885 |
1142 |
3575 |
3580 |
Net Profit/ (Loss) before Tax |
(13485) |
2176 |
111356 |
62879 |
Tax Expense: |
|
|
|
|
Income Tax- Current Tax |
- |
- |
14883 |
5018 |
Income Tax-Earlier year |
- |
- |
(335) |
7 |
Deferred tax Charges/(Credit) |
1274 |
539 |
6678 |
5441 |
Net Profit after Tax |
(14759) |
1637 |
90131 |
52413 |
During the year under review, no revision was made in the previous
financial statements of the Company.
Standalone and Consolidated Financial Statements
As mandated by the Ministry of Corporate Affairs, the Financial
Statements for the year ended March 31, 2024, has been prepared in accordance with the
Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013
(hereinafter referred to as "The Act") read with the Companies (Accounts) Rules,
2014 as amended from time to time. The estimates and judgements relating to the Financial
Statements are made on a prudent basis, so as to reflect in a true and fair manner, the
form and substance of transactions and reasonably present the Company?s state of
affairs, profits and cash flows for the year ended March 31, 2024. The Notes to the
Financial Statements adequately cover the standalone and consolidated Audited Statements
and form an integral part of this Report.
Reserves
The Board has not proposed to transfer any amount to the General
Reserves.
Dividend
The Board has not recommended any dividend for the financial year
2023-2024 in view of losses.
Transfer of unclaimed dividend to Investor Education and Protection
Fund
The Company has uploaded the details of unclaimed dividend amounts
lying with the Company as on the date of signing this Report and shareholders whose shares
are liable to be transferred to the IEPF Authority on the Company?s website at
https://jupiterinfomedia.com/investors.htm
Further the company has Rs.770.09 lying in the Unpaid/ Unclaimed
Dividend Account in respect of the last seven years of unpaid dividend amount and the
Company is required to transfer the said due unpaid Dividend in the September, 2024.The
Company is under process to take requisite steps to transfer such unpaid dividend amount
in to the IEPF Account as per requirements of the Companies Act, 2013.
The Company has appointed a Nodal Officer under the provisions of the
IEPF Rules and the details of which are available on the Company?s website at
https://www.jupiterinfomedia.com/.
State of Company?s Affairs, Review of Business Operations and
Future Prospects
The Company?s Total Income for the year ended March 31, 2024, has
increased substantially to Rs. 12,082 in thousands as compared to previous year total
income of Rs. 7,576 in thousands. The net loss after tax of the Company for the year ended
March 31, 2024, amounted to Rs. (14,759) in thousand as compared to the profit of Rs.
1,637 in thousand, incurred in the previous year.
During the year under review, there has been no change in the nature of
business of your Company. Deposits Your Company has not accepted any deposits from the
public or its employees during the year under review.
Material Changes and Commitment if any affecting the financial position
of the Company occurred between the end of the financial year to which this financial
statement relate and the date of the report.
There were no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the financial year to which
this financial statement relates and the date of the report.
Other Disclosures
a. Share Capital
The issued, subscribed, and paid-up Share Capital of the Company stood
at Rs. 10,02,00,000 as of March 31, 2024, comprising of 1,00,20,000 Equity Shares of Rs.
10 each fully paid-up.
There was no change in Share Capital during the year under review.
b. Employee Stock Options Scheme
During the year under the review the Company has not issued any Shares
pursuant to the Employee Stock Options Scheme.
c. Equity Shares with Differential Rights
During the year, under the review the Company has not issued any Shares
with Differential Rights. d. Sweat Equity Shares During the year, under the review the
Company has not issued any Sweat Equity Shares. Subsidiary, Joint Venture and Associate
Companies
Your Company has two material subsidiaries (i) Jineshvar Securities
Private Limited ("JSPL") wholly owned subsidiary; and (ii) Netlink Solutions
(India) Limited ("NSIL").
JSPL is Wholly Owned Subsidiary Company and a RBI registered Non-
Banking Finance Company and engaged in the business of investment in shares and securities
to generate good returns on investment.
Further NSIL is a BSE Listed Company and engaged in the business of Web
designing, print media and investment of surplus funds in equity shares. The Company is
involved in information media (advertisement and exhibition related business), and
software development.
Performance of the Subsidiaries
Jineshvar Securities Private Limited
During the year the Total Income of the JSPL has been Rs. 28,552
thousands as compared to previous year total of Rs. 33,111 thousand. JSPL has made profits
amounting to Rs. 12,900 thousand as compared to the previous year loss of Rs 3,029
thousands.
Netlink Solutions India Limited
During the year the Total Income of the NSIL has been Rs. 1,251.51
Lakhs as compared to previous year total of Rs. 718.93 Lakhs. NSIL has made profit
amounting to Rs. 919.90 Lakhs after tax as compared to the previous year profit of Rs
477.47 Lakhs.
The salient features of financial statement of JSPL and NSIL are given
in Form AOC-1 as Annexure - I.
Management Discussion and Analysis Report
In accordance with Regulation 34 of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management
Discussion and Analysis Report forms part of this Annual Report as Annexure - II.
Corporate Governance
A report on Corporate Governance along with a certificate from the
Secretarial Auditor of the Company regarding the compliance with the conditions of
Corporate Governance as stipulated under the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this
Annual Report as Annexure -III.
Corporate Social Responsibility (CSR)
The provisions related to Corporate Social Responsibility are not
applicable to the company.
Directors and Key Managerial Personnel
Directors
The Board Comprises of Mr. Umesh Modi, Chairman and Managing Director,
Mrs. Manisha Modi, Whole-Time Director and Chief Financial Officer; and Mr. Digesh
Rambhia, Mr. Jay Desai, Mr. Akshay Desai and Mr. Anilkumar Agrawal are the Non-Executive
Independent Directors of the Company.
Second term of Mr. Digesh Rambhia as an Independent Director will come
to an end on September 11, 2024. The Board of Directors places on record their deep sense
of appreciation for the valuable contribution, insight and guidance provided by Mr. Digesh
Rambhia during his long association with the Company.
None of the Directors of the Company have resigned during the year
under review.
Retirement by rotation
In terms of provisions of Section 152(6) of the Act, Mr. Umesh
Vasantlal Modi (DIN 01570180), Managing Director of the Company, being longest in the
office, shall retire by rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment.
Key Managerial Personnel
Mr. Umesh Vasantlal Modi, Chairman and Managing Director, Mrs. Manisha
Umesh Modi, Chief Financial Officer and Ms. Mitali Khunteta, Company Secretary are the Key
Managerial Personnel of the Company.
Reappointment
The term of office of Mrs. Manisha Umesh Modi as Whole Time Director
& CFO will came to an end on September 30, 2024. The Board at its meeting held on
September 3, 2024, based on recommendations of the Nomination and Remuneration
Committee("NRC") approved the re-appointment of Mrs. Modi on such terms and
conditions as recommended by the Nomination and Remuneration Committee, subject to the
approval of members.
Receipt of any commission by MD / WTD from Company or for receipt of
commission/ remuneration from its holding or Subsidiary Company
During the year under review, the Company or its Subsidiaries has not
paid any commission to any of the directors of the Company. The Company has two
subsidiaries namely Jineshvar Securities Private Limited, Wholly Owned Subsidiary and
Netlink Solutions (India) Limited, Subsidiary Company.
Board Evaluation
Pursuant to provisions of the Companies Act, 2013 and Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 the Board of Directors has carried out an annual performance evaluation of its own
performance, the Directors individually including Independent Directors. Evaluation was
done by the Chairman of the Nomination and Remuneration Committee. A structured
questionnaire was prepared after circulating the draft forms, covering various aspects of
the evaluation such as adequacy of the size and composition of the Board and Committee
thereof with regard to skill, experience, independence, diversity; attendance and adequacy
of time given by the Directors to discharge their duties; Corporate Governance practices
etc. The Directors expressed their satisfaction with the evaluation process. All Directors
unanimously expressed that the evaluation outcome reflected high level of engagement of
the Board of Directors and its committees amongst its members with the Company and its
management and that they are fully satisfied with the same.
Separate Meeting of the Independent Directors
In compliance with the provision of the Companies Act, 2013 and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Independent Directors held one (1) meeting during the year on
January 19, 2024, and they, inter alia:
i. Reviewed the performance of non-independent directors and the Board
as a whole; ii. Reviewed the performance of the Chairperson of the Company;
iii. Assessed the quality, quantity and timeliness of flow of
information between the Company?s Management and the
Board, which is necessary for the Board to effectively and reasonably
perform their duties.
The Independent Directors holds a unanimous opinion that the
Non-Independent Directors bring to the Board constructive knowledge in their respective
field. The Independent Directors expressed their satisfaction with overall functioning and
implementations of their suggestions.
Declaration of Independent Directors
The Company has received necessary declaration from each Independent
Directors under section 149(7) of the Companies Act, 2013 that they meet the criteria of
Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The Independent Directors of the Company have complied with the Code
for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.
In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of
the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent
Directors of the Company have confirmed that they have registered themselves with the
databank maintained by The Indian Institute of Corporate Affairs, Manesar
(IICA?). The Independent Directors are also required to undertake online
proficiency self-assessment test conducted by the IICA within a period of 2 (Two) year
from the date of inclusion of their names in the data bank, unless they meet the criteria
specified for exemption. All the Independent Directors of the Company meet the criteria
specified for exemption and hence none of the Independent Directors are required to
undergo the online proficiency self-assessment test as conducted by IICA.
In the opinion of the Board, the independent directors possess the
requisite integrity, experience, expertise required under all applicable laws and the
policies of the Bank.
Familiarisation Programme for Independent Directors
The details of programmes for familiarisation of Independent Directors
with the Company, their roles, rights, responsibilities in the Company, nature of the
industry in which the Company operates, business model of the Company and related matters
along with other details as required pursuant to the provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are available on the website of
the Company at https://jupiterinfomedia.com/investors.htm.
Meetings
The Board met 6 times during the financial year.
During the year under review the Board of Directors met 6 (Six) times
on May 18, 2023, July 14, 2023, August 07, 2023, November 02, 2023, January 24, 2024 and
March 21, 2024. The intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013, Secretarial Standards on Board Meetings and Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 as amended from time to time.
The 18th Annual General Meeting (AGM) of the Company was held on August
17, 2023
Directors? Responsibility Statement
Pursuant to Section 134(3)(c) of the Act, the Directors, based on the
representations received from the operating management and after due enquiry, confirm
that:
(a) in the preparation of the annual accounts for the year ended March
31, 2024, the applicable Accounting Standards read had been followed and there are no
material departures from the same;
(b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company as at March 31, 2024 and
of the profit of the Company for year ended on that date;
(c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts have been prepared on a going concern basis;
(e) the directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
Secretarial Standards
The Company has devised proper systems to ensure compliance with the
provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and
Secretarial Standards on General Meetings (SS-2) and is in compliance with the same.
Internal Financial Controls and their Adequacy
The Company has in place adequate internal financial control with
reference to the financial statements. The Audit Committee of the Board periodically
reviews the internal control systems with the management, Internal Auditors and Statutory
Auditors and the adequacy of internal audit function, significant internal audit findings
and follow-ups thereon.
Your Company has an adequate internal controls system, commensurate
with the size and nature of its business. The system is supported by documented policies,
guidelines and procedures to monitor business and operational performance which are aimed
at ensuring business integrity and promoting operational efficiency. Further details are
provided in the Management Discussion and Analysis Report, which forms a part of this
Annual Report.
Composition of Audit Committee
As on March 31, 2024 the Audit Committee comprises Mr. Akshay Chotubhai
Desai, Mr. Jay Ishwarlal Desai, Mr. Digesh Manilal Rambhia, and Mr. Umesh Vasantlal Modi.
Mr. Akshay Desai is the Chairman of the Committee. The role, terms of reference and powers
of the Audit Committee are in conformity with the requirements of the Companies Act, 2013
and applicable regulations of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Pursuant to provisions of the Companies Act Mr. Digesh Manilal Rambhia
is completing his second terms as an Independent Director of the Company, and therefore
retiring from the Board of the Company w.e.f. September 11, 2024 and Mr. Anil Agarwal,
Independent Director of the Company will be inducted as a member of the Audit Committee
w.e.f. September 12, 2024.
The Board accepted all recommendations of the Audit Committee made from
time to time. The details of the Committee along with their composition, number of
meetings and attendance at the meeting as set out in Report on Corporate Governance of
this Annual Report.
Composition of Nomination and Remuneration Committee
As on March 31, 2024 the Nomination and Remuneration Committee consists
of three (3) Independent Directors Mr. Akshay Chotubhai Desai, Mr. Jay Ishwarlal Desai and
Mr. Digesh Manilal Rambhia. Mr. Akshay Desai is the Chairman of the Committee.
Pursuant to provisions of the Companies Act Mr. Digesh Manilal Rambhia
is completing his second terms as an Independent Director of the Company, and therefore
retiring from the Board of the Company w.e.f. September 11, 2024 and Mr. Anil Agarwal,
Independent Director of the Company will be inducted as a member of the Nomination and
Remuneration Committee w.e.f. September 12, 2024.
The constitution and terms of reference are in compliance with the
provisions of the Act and the applicable regulations of SEBI Listing Regulations and the
Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.
The details of the Committee along with their composition, number of
meetings and attendance at the meeting as set out in Report on Corporate Governance of
this Annual Report.
Composition of Stakeholders Relationship Committee
As on March 31, 2024 the Stakeholders Relationship Committee comprises
of Mr. Akshay Chotubhai Desai, Mr. Digesh Manilal Rambhia and Mr. Umesh Vasantlal Modi.
Mr. Akshay Chotubhai Desai is the Chairman of the Committee.
Pursuant to provisions of the Companies Act Mr. Digesh Manilal Rambhia
is completing his second terms as an Independent Director of the Company, and therefore
retiring from the Board of the Company w.e.f. September 11, 2024 and Mr. Anil Agarwal,
Independent Director of the Company will be inducted as a member of the Stakeholders
Relationship Committee w.e.f. September 12, 2024. The constitution and terms of reference
are in compliance with the provisions of the Act and the applicable regulations of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The details of the Committee along with their composition, number of
meetings and attendance at the meeting as set out in Report on Corporate Governance of
this Annual Report.
Vigil mechanism / Whistle Blower Mechanism
The Company has established a vigil mechanism by adopting a Whistle
Blower Policy for Directors and employees to report genuine concerns in the prescribed
manner. The vigil mechanism is overseen by the Audit Committee and provides adequate
safeguards against victimization of employees and Directors. Whistle Blower Policy is a
mechanism to address any complaint(s) related to fraudulent transactions or reporting
intentional non-compliance with the
Company?s policies and procedures and any other questionable
accounting/operational process followed. It provides a mechanism for employees to approach
the Chairman of Audit Committee or Chairman of the Company or the Corporate Governance
Cell. During the year, no such incidence was reported and no personnel were denied access
to the Chairman of the Audit Committee or Chairman of the Company or the Corporate
Governance Cell. The Whistle Blower Policy of the Company is available at web link:
https://jupiterinfomedia.com/investors_info.htm.
Policies on Appointment of Directors and Remuneration of Directors, Key
Managerial Personnel and Employees
In accordance with the provisions of section 134(3)(e) of the Companies
Act, 2013 ("the Act") read with section 178(2) of the Act and Regulation 17 of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your Company has adopted a Policy on Appointment of
Directors and Senior Management and succession planning for orderly succession to the
Board and the Senior Management, which inter alia, includes the criteria for determining
qualifications, positive attributes and independence of Directors.
Your Company has also adopted the Policy on Remuneration of Directors,
Key Managerial Personnel and Employees of the Company in accordance with the provisions of
sub-section (4) of section178, and the same are appended as Annexure IV-A and Annexure
IV-B and form part of this Report.
The aforesaid policies are also available on the website of the Company
at the weblink: https://jupiterinfomedia.com/investors_info.htm
Receipt of any commission by MD / WTD from Company or from its holding
or subsidiary Company
The Company has not paid any commission to any of its Directors. The
Managing Director & Whole-Time Director draw remuneration only from the Company and do
not receive any remuneration or commission from any of its subsidiary companies. Further,
none of the subsidiaries of the Company has paid any commission/remuneration to any of the
Directors of the Company.
Particulars of Remuneration of Employees and Other Required Disclosures
There are no employees drawing remuneration in excess of the limits
specified in Rule 5(2) and Rule 5 (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 further amended by Companies (Appointment and
Remuneration of Managerial Personnel) Amendment Rules, 2016.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure V.
Risk Management
The Company has in place the procedure to inform the Board about the
risk assessment and minimization procedures. Your Company has appropriate risk management
systems in place for identification and assessment of risks, measures to mitigate them,
and mechanisms for their proper and timely monitoring and reporting. Audit Committee has
been assigned the task of ensuring Risk Management, for monitoring and reviewing of the
risk assessment, mitigation and risk management plan from time to time. The Board
periodically reviews implementation and monitoring of the risk management plan for the
Company including identification therein of elements of risks, if any, which in the
opinion of the Board may threaten the existence of the Company.
Statutory Auditors
Pursuant to the provision of Section 139 of the Companies Act, 2013
read with Companies (Audit and Auditors) Rules, 2014, M/s Ladha Singhal and Associates,
Chartered Accountants (ICAI Firm Registration No. 120241W) were appointed as Statutory
Auditors for a term of five consecutive years from the conclusion of Annual General
Meeting held on September 22, 2022 until the conclusion of Annual General Meeting to be
held in the year 2027.
The Auditors? Report on the financial statements of the Company
for the year ending March 31, 2024, is unmodified i.e., it does not contain any
qualification, reservation or adverse remark. The Auditors? Report is enclosed with
the financial statements forming part of the annual report.
Secretarial Auditor
The Board appointed M/s. Megha Khandelwal and Associates, Practicing
Company Secretaries, to conduct the Secretarial Audit for the financial year 2023-2024.
The Secretarial Audit Report for the financial year ended March 31, 2024, is annexed
herewith and marked as Annexure VI to this Report.
The Secretarial Audit Report does not contain any qualification,
reservation, or adverse remark.
Secretarial Audit of Material Unlisted Indian Subsidiary
Jineshvar Securities Private Limited (JSPL) is a Material Unlisted
Subsidiary Company of the Jupiter.
Secretarial Audit Report of the JSPL pursuant to requirement under
Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is annexed herewith and marked as Annexure VII.
Secretarial Compliance Report of Jupiter Infomedia Limited for the year
ended March 31, 2024
As per Regulation 24A of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI
Circular dated February 08, 2019; the listed entities are required to submit the Annual
Secretarial Compliance Report with the exchange within sixty days of
the end of the year. The same was submitted to the Stock Exchange(s) within the stipulated
date and a copy of the same is hosted at our website at
https://jupiterinfomedia.com/investors.htm
The Annual Secretarial Compliance Certificate is annexed herewith and
marked as Annexure - VIII
Certificate from Company Secretary in Practice regarding Non-Debarment
and Non-Disqualification of Directors
A certificate from Company Secretary in Practice certifying that none
of the Directors on the Board of the Company as on March 31, 2024 have been debarred or
disqualified from being appointed or continuing as Director of companies by the Board/
Ministry of Corporate Affairs or any such Statutory Authority, is annexed herewith and
marked as Annexure IX.
Reporting of Frauds by Auditors
During the year under review, the Statutory Auditors and Secretarial
Auditor have not reported any instances of frauds committed in the Company by its Of cers
or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013,
details of which needs to be mentioned in this Report.
Particulars of loans, guarantees or investments under Section 186 of
the Companies Act, 2013
There was no guarantee given by the Company under Section 186 of the
Companies Act, 2013 during the year under review. Particulars of investments made and Loan
given are provided in the financial statement (Please refer to Note no. 6 and 33
respectively to the Standalone Financial Statement).
Contracts and Arrangements with Related Parties Transactions
Your Company undertakes various transactions with related parties in
the ordinary course of business. All transactions entered with related parties during the
year under review were on arm?s length basis and in the ordinary course of business.
Your Company has not entered into any contracts / arrangements /
transactions with related parties which could be considered material in accordance with
the policy of the Company i.e., Policy on Materiality of and Dealing with Related Party
Transactions ("RPT Policy"). The particulars of every contract or arrangements
entered by the company with related parties referred to in subsection (1) of section 188
of the Companies Act, 2013 including certain arm?s length transactions under third
proviso is disclosed in Form No. AOC-2 appended as Annexure-X to the Board?s Report.
There were no materially significant related party transactions with
the Promoters, Directors and Key Managerial Personnel, which may have a potential conflict
with the interest of the Company at large. The RPT Policy as approved by the Audit
Committee and the Board is available on the website of the Company at:
https://jupiterinfomedia.com/investors_info.htm.
Your directors draw the attention of the Members to Note No. 32 to the
Standalone Financial Statements which sets out related party disclosure.
Explanation or Comments on Qualifications, Reservations or adverse
remarks or disclaimers made by the Auditors and the Practicing Company Secretary in their
reports.
There were no qualifications, reservations or adverse remarks made
either by the Auditors or by the Secretarial Auditor in their respective reports.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
Particulars required under Section 134(3)(m) of the Companies Act, 2013
read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of
energy, technology absorption and foreign exchange earnings and outgo is annexed herewith
and forms part of this report as Annexure XI.
Copy of Annual Return
Pursuant to sub-section 3(a) of section 134 and sub-section (3) of
section 92 of the Companies Act, 2013, read with rule 12 of the Companies (Management and
Administration) Rules, 2014, as amended vide MCA notification dated August 28, 2020, a
copy of the Annual Return is available on
https://jupiterinfomedia.com/investor_financials.htm
Maintenance of Cost Records
The Company is not required to maintain cost records as specified by
the Central Government under sub-section (1) of Section 148 of the Companies Act 2013.
General
- No penalties/strictures were imposed on the Company by Stock
Exchanges or SEBI or any statutory authority on any matter related to capital market since
the listing of the Company?s equity shares.
- No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company?s operation in
future.
- During the year under review, the Company has not made any
application and there are no proceedings pending under the Insolvency and Bankruptcy Code,
2016.
- The Company has no borrowings as on March 31, 2024, and hence, the
requirement of providing details of difference between amount of the valuation done at the
time of one-time settlement and the valuation done while taking loan from the banks/
financial institutions along with the reasons thereof is not applicable to the Company.
Disclosure of Accounting Treatment in preparation of Financial
Statements
The financial statements have been prepared in accordance with Indian
Accounting Standards ("IndAS") per the Companies (Indian Accounting Standards)
Rules, 2015 as amended and notified under section 133 of the Act and other relevant
provisions of the Act.
Sexual Harassment
The Company has zero tolerance towards sexual harassment at the
workplace and towards this end, has adopted a policy in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
rules made thereunder. During the year 2023-2024, there were no complaints filed pursuant
to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The Company has complied with the provisions relating to the constitution of
Internal Committee (IC) under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual
harassment.
Cautionary statement:
Certain statements in the Directors? Report describing the
Company?s objectives, projections, estimates, expectations or predictions may be
forward-looking statements within the meaning of applicable securities laws and
regulations. Actual results could differ from those expressed or implied. Important
factors that could make a difference to the Company?s operations include labour and
material availability, and prices, cyclical demand and pricing in the Company?s
principal markets, changes in government regulations, tax regimes, economic development
within India and other incidental factors.
Appreciation and Acknowledgement
The Directors would like to thank all shareholders, the Ministry of
Corporate Affairs, the Securities and Exchange Board of India, the Government of India and
other Regulatory Authorities, the BSE Limited, Bankers, Members, Customers, contractors,
suppliers, associates and Employees of the Company for their continued support and trust.
Your Directors would like to express deep appreciation for the commitment shown by the
employees in supporting the Company in achieving continued robust performance on all
fronts.