BOARD’S REPORT To, The Members, Jetking Infotrain Limited The Directors present with immense pleasure, the THIRTY SECOND ANNUAL REPORT on the business and operations along with the Audited Financial Statements of the Company for the Financial Year ended 31st March 2016: PERFORMANCE REVIEW Standalone: During the Financial Year under review, the Company earned the Total Income of Rs. 2544.43 Lakhs as against Rs. 2962.58 Lakhs in the previous year and the Net Profit after Tax of Rs. 66.94 Lakhs as against Rs. 231.27 Lakhs in the previous year, resulting in decrease by 14.11 % and 71.05 % respectively. Consolidated: During the Financial Year under review, the Company earned the Total Income of Rs. 2544.43 Lakhs as against Rs. 2962.58 Lakhs in the previous year and the Net Profit after Tax of Rs. 66.89 Lakhs as against Rs. 231.12 Lakhs in the previous year, resulting in decrease by 14.11 % and 71.10 % respectively. DIVIDEND As a prudent economic measure and in order to conserve the scarce liquid resources of the Company, your Directors do not recommend any dividend on the equity shares for the year under review. CHANGES IN SHARE CAPITAL There are no changes in the share capital of the Company. DEPOSITS Your Company has not accepted any deposits from the public within the meaning of Chapter V of the Companies Act, 2013 and amendments, rules, notifications framed there under. As such no amount of Principal or Interest is outstanding as on the Balance Sheet date. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Your Company has not given any Loan or guarantee or security in connection with Loans obtained by any person during the financial year. Details of Investments made by the Company are disclosed in the financial statements. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES All the transactions with the related parties in the FY 2015-16 were within the arm’s length price and in the ordinary course of business. The related party transactions, contracts entered into by the Company have been disclosed in prescribed Form AOC 2 in Annexure 1. Further, the Company has in place, a policy on related party transactions which is published on the website http:// www.jetking.com/investor.php AMOUNTS TO BE TRANSFERRED TO RESERVES In the previous year, no amount was transferred to General reserve of the Company DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY, IDENTIFICATION OF RISKS, IF ANY. The Board of Directors of the Company have framed and adopted a policy for identification, analysis and mitigation of various internal and external risks that the organisation is subject to. The policy has been published on the website of the Company under the ‘Investors’ section at http://www.jetking.com/investor.php. During the year, Company had appointed Divatia and Mehta, Chartered Accountants to identify and analyze various risks that your Company is exposed to. Accordingly, Divatia and Mehta, Chartered Accountants had conducted an in-depth study to identify various internal and external risks and presented a report on the same to the Audit Committee of the Board of Directors on 9th February 2016 for their consideration. According to the report, following are critical risks that the Company is subject to: A] INTERNAL RISKS i. Outdated curriculum- Curriculum needs upgradation The Company evaluates its Course offerings and upgrades them on an ongoing basis to meet the latest technological development and changing market requirements. The Company has come up with ‘Smart JIO- New Pedagogy for Gen Z’ model which encourages the curriculum to be more role based, student oriented and focuses on extensive class interaction and interactive Elearning. ii. Dropouts - Loss of Revenue To combat the risk of dropouts and subsequent revenue leakage, the Company has implemented a new ERP system – ‘Jetking Express’ which is equipped with automatic drop out declaration provision, which gives an updated status at any point of time. This helps the Company to initiate centre-wise corrective action. Jetking Express has also helped in curbing the revenue leakage due to drop outs as the drop outs are declared promptly and action is initiated immediately for restoring them as soon as possible unlike previous system where drop outs went undetected almost for a quarter or two. Jetking Express is also equipped in giving the student outstanding 24X7 with a click of a button and this will help us in finding out the centers that have been poor in collecting student outstanding. iii. Lower Control over Affiliate Operations To combat this risk, the Company has improved manpower control in form of Cluster system wherein Cluster-Head is accountable & controls affiliate operations along with a team of 3 people who not only support but also audit the centre on regular basis. To have a better control over our affiliates, we have our new ERP systems- Jetking Express and JOST as well as escrow accounting system that helps in the financial aspects of the affiliates. B] EXTERNAL RISKS i. Rapidly Changing Technology The Company evaluates its Course offerings and upgrades them on an ongoing basis to meet the latest technological development and changing market requirements. Risk evaluation and management is an ongoing process within the organization. Major risks identified are systematically addressed through mitigating actions on a continuing basis. ESTABLISHMENT OF VIGIL MECHANISM The Company has a Whistle blower mechanism in place to enable the employees and various other stakeholders to report serious concerns and matters to the management. Details of this mechanism are mentioned in the Corporate Governance Report and also in the Whistle Blower Policy published on the website of the Company under the ‘Investors’ section at http://www.jetking.com/investor.php. MANAGEMENT DISCUSSION AND ANALYSIS Management Discussion and Analysis of the financial conditions, future outlook and results of the operations of the Company for the year under review, as stipulated under Regulation 34 (2) (e) of SEBI (LODR) Regulations 2015 is presented in separate section forming part of the Annual Report. SUBSIDIARY COMPANY Your Company has only one subsidiary Company namely ‘Jetking Skill Development Private Limited’. Till date the Subsidiary Company has not commenced any business. Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 has been given under Annexure 4. SECRETARIAL AUDIT Pursuant to Section 204 of the Companies Act, 2013 and rules, amendments made there under, Ms. Sysha Kumar, Practising Company Secretary was appointed to conduct the secretarial audit of your company for FY 2015-16. The Secretarial Audit report is given separately under Annexure 5. INTERNAL AUDIT (IA) Divatia and Mehta, Chartered Accountants have been appointed as the Internal Auditors of the Company. Audit Committee of the Board provides direction and monitors the effectiveness of the IA function. Scope of internal audit extends to in-depth audit of accounting & finance, revenue and receivables, purchases, capital expenditure, statutory compliances, HR, payroll and administration etc. The Internal Auditors report to the Audit Committee of the Board of Directors and present their report on quarterly basis. The Audit Committee reviews the report presented by the internal auditors and takes necessary actions to close the gaps identified in timely manner. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION As your Company is into Service Industry, the activities of the Company are not energy intensive. However, your Company recognizes the necessity of conservation of energy and technology absorption, though it is not practicable to quantify the same in monetary terms. In terms of research, development and innovation, it is Company’s constant endeavor to be more efficient in providing services and encourages innovation in its day to day practices. MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the Board carried out the annual performance evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Audit, Nomination and Remuneration and Stakeholders Relationship Committees in their meeting held on 22nd March 2016. Nomination and Remuneration Committee also evaluated the performance of each Director on the Board as required under Section 178(2) of Companies Act 2013 in its meeting dated 22nd March 2016. Further, to comply with the requirements of Regulation 25 (4) of SEBI (LODR) Regulations 2015, the Independent Directors evaluated the performance of Chairperson, Non-Independent Directors and Board as a whole in their meeting dated 22nd March 2016. Evaluation of the Board: The Board as a whole was evaluated on various parameters like Board Composition & Quality, Board Meetings and Procedures, Board Strategy and Risk Management, adherence to the Code of Conduct etc. Based on the ratings received on each of parameter, the Board of Directors formed an opinion that performance of Board as a whole has been outstanding. Evaluation of the Committees: The Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee were evaluated on following parameters: - Whether the composition of the Committee is in compliance with the legal requirement; - Roles and Responsibilities of the Committee (Terms of Reference) are clearly defined; - Amount of responsibility delegated by the Board to each of the Committee is sufficient; - Whether reporting by each of the Committees to the Board is sufficient; - Whether Committee takes effective and proactive measures to perform its functions; - Whether the Committee regularly reviews its performance; - Committee meetings are conducted in a manner that encourages open communication and meaningful participation of its members; - Committee meetings have been organized properly; - Adequacy on the frequency of the Committee meetings ; - Committee periodically reports to the Board along with its suggestions and recommendations. Evaluation of the Directors individually: Mr. Suresh G. Bharwani- Chairman and Managing Director and Mr. Nandu G. Bharwani- Joint Managing Director & CFO were evaluated on various points related to Leadership, Strategy Formulation and execution, Financial Planning, Product/ Service Knowledge, Personal Qualities and adherence to Code of Conduct etc. Independent Directors- Mr. Mehul Kuwadia, Mr. Surjit Banga, Mr. Manoj Mandavgane and Ms. Seema Mahajan were evaluated on parameters like Director’s contributions at Board meetings, willingness to devote time and effort to understand the Company and its business and a readiness to participate in events outside the meeting room, ability to understand governance, regulatory, financial, fiduciary and ethical requirements of the Board / Committee, adherence to Code of Conduct and whether the Independent Director is able to bring independent judgment during board deliberations on strategy, performance, risk management etc. Lastly, Mr. Jitu G. Bharwani- Non Executive Director was evaluated on parameters like Director’s contributions at Board meetings, willingness to devote time and effort to understand the Company and its business and a readiness to participate in events outside the meeting room, ability to understand governance, regulatory, financial, fiduciary and ethical requirements of the Board / Committee, adherence to Code of Conduct etc. The Director being evaluated did not participate in the evaluation process so as to enable remaining directors discuss the performance freely and without any conflict. THE DETAILS OF FAMILIARISATION PROGRAMME ARRANGED FOR INDEPENDENT DIRECTORS HAVE BEEN DISCLOSED ON WEBSITE OF THE COMPANY AND ARE AVAILABLE AT THE FOLLOWING LINK http://www.jetking. com/investor.php FOREIGN EXCHANGE EARNINGS AND OUTGO Foreign Exchange Earnings and Outgo during the Financial Year under review is given below (on accrual basis): (i) Foreign Exchange Earnings : Rs 7,655,898 (ii) Foreign Exchange Outgo : Rs 230,162 PARTICULARS OF EMPLOYEES The particulars of the employees, remuneration and other details as required by the provisions of Rule (5) (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of the employees are set out in the Annexure 3. s per Rule (5) (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees who were in receipt of remuneration Rs 60 Lakhs or more during the financial year, (if employed throughout the financial year) and employees who were in receipt of Rs 5 Lakhs or more per month (if employed for part of the year) need to be disclosed in the Board report. However, there are no such employees in your Company. EXTRACT OF THE ANNUAL RETURN The Extract of the annual return which sets out details of the Company, its principle business, particulars of Holding, subsidiary and associate companies, share capital, debentures , turnover ,net worth, shareholding patterns, indebtness, members, debenture holders, remuneration to Directors and KMPs, meetings of the Company etc. are set out under Annexure 2 in this Annual Report. DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to Section 134(3) (C) of the Companies Act 2013, Directors of your Company confirm that: 1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures. 2. Appropriate accounting policies have been selected and applied consistently, and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March 2016 and of the profit of the Company for the year ended 31st March 2016. 3. Proper and sufficient care has been taken 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. 4. The annual accounts have been prepared on a going concern basis. 5. Internal financial controls for ensuring the orderly and efficient conduct of the business, safeguarding the Company’s assets, the prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information etc. are in place and that such internal financial controls are adequate and were operating effectively. 6. Proper systems are in place to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. CORPORATE GOVERNANCE The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has implemented several best Corporate Governance Practices as prevalent globally. In compliance with Regulation 34 and Schedule V of SEBI (LODR) Regulations 2015, report on the Corporate Governance, along with a certificate from the Statutory Auditors of the Company on compliance with the provisions is annexed and forms part of the Annual Report. CORPORATE SOCIAL RESPONSIBILITY Section 135 of the Companies Act 2013 which deals with the provisions on Corporate Social Responsibility is currently not applicable to the Company. However, your Company looks forward to actively contribute to the social and economic development of the communities to offer a better life to the weaker sections of the society and equip them with skills to improve their way of life. For the same, the Company has been voluntarily following the projects as mentioned below: a) Empowering the Underprivileged Jetking has been actively involved in spreading computer literacy amongst the masses. The Gordhandas P. Bharwani Computer Center set up by the Company is testimony to this effort. These centers provide computer training to students who come from underprivileged families & cannot afford the same. b) Empowering the Girl Student A great believer in the equality of the sexes and independence of women, Jetking awards a 25 percent scholarship to all girl students, enabling them to carve out a successful career and to lead an independent life. LISTING OF EQUITY SHARES The equity shares of your Company are listed at the Bombay Stock Exchange Limited (BSE) and Delhi Stock Exchange Limited (DSE)*. The Company has paid the Annual Listing Fees to BSE for the Financial Year 2016-2017. Pursuant to SEBI (LODR) Regulations 2015, the Company has executed a new listing agreement with the Bombay Stock Exchange and Delhi Stock Exchange in the month of December 2015. * (Recognition granted to Delhi Stock Exchange has been withdrawn by SEBI wide its order- WTM/PS/45/MRD/ DSA/NOV/2014 dated 19th November, 2014. However, the Company has not received any formal communication from the Delhi Stock Exchange or SEBI in this regards. Hence, we continue to mention Delhi Stock Exchange in the list of Exchanges where our securities are listed). APPOINTMENTS, RETIREMENTS AND RESIGNATIONS OF THE DIRECTORS AND KMP In terms of the applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Nandu G. Bharwani, Director of the Company, will retire by rotation at ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. Your Directors recommend his re-appointment. Mr. Suresh G. Bharwani, Chairman and Managing Director and Mr. Jitu Bharwani, Non Executive Director continue to be on the Board. Independent Directors of your Company - Mr. Surjit Banga, Mr. Manoj Mandavgane, Mr. Mehul Kuwadia and Ms. Seema Mahajan have confirmed and declared that they meet the criteria for continuing as the Independent Directors on the Board of the Company. Ms. Shridevi Vungarala was appointed as Company Secretary and Compliance Officer W.e.f 12th May 2015. RESIGNATIONS None of the Directors or KMP have resigned during the year under review. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION The Company primarily adheres to the requirements prescribed in the Companies Act, 2013, rules and amendments made there under and SEBI regulations for the Appointment and remuneration of the Directors of the Company. The Company has constituted a Nomination and Remuneration Committee consisting of 4 Non-Executive, Independent Directors which has formulated a policy on nomination, remuneration and performance evaluation of the Board of Directors and KMP. The Policy has been disclosed under Annexure 6 as well as on the website of the Company under the ‘Investors’ section at http://www.jetking.com/investor.php INTERNAL FINANCIAL CONTROLS: The Company’s internal control system commensurates with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by the Statutory as well as Internal Auditors. Significant audit observations and follow-up action thereon are reported to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Company’s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company’s risk management policies. DISCLOSURE UNDER ‘THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013’: The Company has in place, the ‘Sexual Harassment at the Workplace (Prevention and Redressal) Policy’ in line with the requirements of ‘The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee i.e. Jetking Sexual Harassment Redressal Committee (JSHRC) has been set up to redress complaints on sexual harassment. The Company affirms that during the year under review, no cases were filed under the said Act by any of its woman employees before Committee. Also, the Company has filed annual report for calendar year 2015 pursuant to Section 21 of the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 to the municipal authorities on 6th January 2016. ACKNOWLEDGEMENT: Your Directors wish to express their gratitude to the Bankers, Financial Institutions, Government Authorities, Customers, Vendors, Consultants, advisors and Members for their direct and indirect co-operation and look forward to their continued support in the future. For and on behalf of Board of Directors Sd/- Suresh G. Bharwani Chairman & Managing Director DIN: 00667104 Sd/- Nandu G. Bharwani Joint Managing Director and CFO DIN: 00618386 Place: Mumbai Date: 25thMay 2016 |