Directors Report of Jupiter Infomedia Ltd.

Mar 31, 2024

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:

(Rs. in thousands)
	Standalone		Consolidated
Particulars	For the Financial year ended 31-03-2024	For the Financial year ended 31-03-2023	For the Financial year ended 31-03-2024	For the Financial year ended 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.iupiterinfomedia.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://iupiterinfomedia.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://iupiterinfomedia.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 Officers 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.

---

Mar 31, 2018

To,

The Members,

The Directors take pleasure in presenting the 13^th Annual Report together with the audited Financial Statements of the Company for the Financial Year ended March 31, 2018.

A summary of the financial performance for the year ended March 31, 2018, both standalone and consolidating the results of wholly owned subsidiary, Jineshvar Securities Private Limited (JSPL), is presented below:

(Rs. in thousands)

Particulars	Standalone		Consolidated
	For the Financial year ended 31-03-2018	For the Financial year ended 31-03-2017	For the Financial year ended 31-03-2018	For the Financial year ended 31-03-2017
	Rs.	Rs.	Rs.	Rs.
Total Income	5,061	15,204	5,717	22,759
Profit before Depreciation and tax	265	11,711	(1,109)	18,117
Less: Depreciation & amortization	(2,732)	(2,559)	(2,753)	(2,584)
Provision for Tax:
Current tax	(164)	(259)	(164)	(259)
Deferred Tax	1,156	(970)	1,543	(854)
Profit after tax	(1,475)	7,923	(2,483)	14,420

The Indian Accounting Standard

Your Company has adopted Indian Accounting Standards (‘Ind AS’) with effect from April 1, 2017. Financial Statements for the year ended March 31, 2018 have been prepared in accordance with Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) Rules, 2016, the Companies (Indian Accounting Standards) Rules, 2017 read with Section 133 and other applicable provisions of the Companies Act, 2013. Previous periods figures have been restated to confirm to Ind AS, for comparative information.

Operations

During the year, total income was Rs. 50.61 Lacs (Previous Year Rs.152.04). Loss aftertax was Rs. 14.75 Lacs (Previous year Profit of Rs.79.23 Lacs). With adoption of Indian Accounting Standards, the equity investment is valued at fair value and value change is recognized in profit and loss account. Previous year’s figures have been re-stated for comparative information.

The Company continued to increase content and user base for its portals during the year.The operations of the Company are elaborated in the annexed “Management Discussion and Analysis Report”

Dividend

The Board of Directors have not recommended any dividend for the financial year ended March 31, 2018.

Subsidairy- Jineshvar Securities Private Limited (JSPL)

The Company has 100% subsidiary Jineshvar Securities Private Limited (JSPL). JSPL is a Non- Banking Finance Company. JSPL is into investment in shares and securities to generate high return on investment. The salient features of financial statement of JSPL are given in Annexure-1.

Particulars of Contracts or Arrangements with Related Parties

The particulars of every contract or arrangements entered into by the company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso is disclosed in Form No. AOC-2 as appended as Annexure-2 to the Board’s Report.

There were no materials significant related parties transactions with the promoters, Directors and Key Managerial Personal, which may have potential conflict with the interest of the Company at large.

Corporate Governance

A Report on the Corporate Governance along with a certificate from the Statutory Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Schedule V of SEBI Listing Regulations forms part of this Annual Report

Policy on Directors’ Appointment and Remuneration

(Including criteria for determining qualification, 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and 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, employees etc. 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.

Board Evaluation

The Board has conducted an annual evaluation of the performance of all the Directors, Committees of the Board and that of its NonExecutive Chairman in terms of relevant provisions of the Act, Rules made thereunder and SEBI Listing Regulation. The results of the evaluation are satisfactory and adequate and meet the requirement of the Company.

Declaration by the Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Act, that he/she meets the criteria of independence laid down In Section 149(6) of the Act and Regulation 16 of SEBI Listing Regulations.

Directors Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the directors confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had 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 at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had 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 directors had prepared the annual accounts on a going concern basis;

e) the directors had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Directors

In accordance with the provision of section 152(6) of the Companies Act, 2013 and Articles of Association of the Company, Mr. Umesh Modi (Executive Director) (DIN No. 01570180) of the Company, retire by rotation in the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

The Board of Directors at their meeting held on May 30, 2018 pursuant to the recommendation of the Nomination and Remuneration committee approved the appointment of Mr. Anilkumar Agrawal as an additional non-executive independent director on the Board of the Company for a period of 5 years subject to the approval of the members at the ensuing Annual General Meeting.

Details of Committee of Directors

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 2017-18 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Report on Corporate Governance and forming part of the report.

The recommendations of the Audit Committee, as and when made to the Board, have been accepted by it.

Number of Board Meetings

The Board of Directors has met four times and Independent Directors once during the year ended March 31, 2018. The details of the Board Meetings and attendance of Directors are provided in the Report on Corporate Governance, which forms part of the Annual Report.

Key Managerial Personnel

During the year under review, Ms.Priya Lohani, Company Secretary and Compliance Officer of the Company had resigned and Mr. Arpit Goyal was appointed as the Company Secretary and Compliance Officer of the Company w.e.f February 12, 2018.

Significant and Materials Orders Passed by the Regulators or Courts

There are no significant and material orders passed by the Regulators/Courts/Tribunal which would impact the going concern status of the Company and its operation in the future.

Loans, Investments or Guarantees by the Company u/s 186 of Companies Act, 2013

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.

Deposits

Your Company has not accepted any fixed deposits from the public during the Financial Year ended March 31, 2018.

Risk Management

Your Company has developed and implemented a Risk Management Policy, including identification of element of risk and the risk that may threaten the existence of the Company. There is no element of risk identified by the Management that may, in the opinion of the Board, threaten the existence of the Company during the year. A detailed report on significant risks and mitigation is given under the head Risk Management in Management Discussions and Analysis.

Whistle Blower Mechanism

As per the provision of section 177(9) of the Act, The Company is required to establish an effective vigil mechanism for Directors, employees and other stakeholders to report genuine concerns. The details of the whistle Blower Policy and vigil Mechanism have been disclosed in the Corporate Governance Report, which forms part of this Annual Report.

Statutory Auditors

The Shareholders at their 12^thAnnual General Meeting (“AGM”) held on September 28, 2017, approved the appointment of M/s NGS & Co. LLR Charted Accountants (ICAI membership No:119850W) as the Statutory Auditors of the Company for a period of 5 (five) years commencing from the conclusion of the 12^th AGM till the conclusion of IT^AGM, subject to ratification of their appointment by the Members at every AGM of the Company as required under the provisions of Section 139 of the Act.

Pursuant to Notification issued by the Ministry of Corporate Affairs on May 7, 2018 amending Section 139 of the Act, the mandatory requirement for ratification of appointment of Auditors by the Shareholders at every AGM has been omitted. Accordingly, the yearly ratification of appointment of the Auditors would not be done at every intervening AGM held after the ensuing AG Mas the requirement had been done away in the Act.

Auditor’s Report

The report of the Statutory Auditor along with Notes to Accounts is enclosed to this report. The observations made in the Auditors’ Report are self-explanatory and therefore do not call for any further comments.

Secretarial Audit Report

A Secretarial Audit Report for the year ended March 31, 2018 in prescribed form duly audited by the Practicing Company Secretary, M/s. Megha Khandelwal & Associates is annexed herewith and forming part of the report.

Compliance of Secretarial Standards

Your Company has complied with the applicable Secretarial Standards.

Conservation of Energy, Technology Absorption, 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 forming part of the Annual Report as Annexure-3.

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.

Prevention of Sexual Harassment of Women at Workplace

The Company has formulated a policy in respect of Sexual Harassment of Women at Workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention,Prohibition & Redressal) Act, 2013. There was no complaint received by the Company during the financial year 2017-18 under the aforesaid Act.

Extract of Annual Return

The Extract of Annual Return pursuant to the provision of Section 92 read with rule 12 of the Companies (Management and Administration) Rule 2014, the extract of Annual Return that required to be attached with this report has been amended vide notification dated 31st July, 2018 by the MCA, the same has been placed on the website of the Comnpany: www.jupiterinfomedia.com

Acknowledgment and Appreciation

The Directors take this opportunity to thank our customers, business associates and others for their valuable contribution to the Company’s growth and success. The directors recognize and appreciate the passion and commitment of all the employees. The directors are grateful to the Company’s other stakeholders and partners including its shareholders, promoters, bankers and others for their continued support.

On behalf of the Board of Directors

For Jupiter Infomedia Limited

Dated: 10^th August, 2018 Umesh Modi

Place: Mumbai Chairman & Managing Director

---

Mar 31, 2016

To,

The Members,

The Directors have pleasure in presenting their 11th Annual report and the audited financial statements of the Company for the Financial year ended March 31, 2016.

(Rs.. In thousands)

Particulars	For the financial year ended 31st March, 2016	For the financial year ended 31st March 2015
	Rs.	Rs.
Income	5827	7209
Profit before Depreciation and tax	2246	3310
Less: Depreciation & amortization	2345	1756
Provision for Tax	-	-
Deferred Tax	-708	26
Earlier years	-6	0
Current tax	0	264
Profit after tax	615	1264
Profit & Loss account balance brought forward	1122	1069
Amount available for appropriation	1737	2324
Dividend	0	1002
Tax on Dividend	0	200
Balance in Profit & Loss Account	1737	1122

DIVIDEND

The Board has not recommended any dividend for the year ended March 31, 2016.

OPERATIONS

During the year, total income was Rs. 58.27 Lacs (Previous Year Rs. 72.09 Lacs). The profit after tax was Rs.6.15 Lacs (Previous year Rs. 12.64 Lacs)

During the year, the company has focused on strengthening of content and user base for its portals. The development and promotion of third party website is continued to leverage technical capabilities gained.

The operations of the company are elaborated in the annexed “Management Discussion and Analysis Report”

DETAILS OF SUBSIDIARY COMPANY- JINESHVAR SECURITIES PRIVATE LIMITED (JSL)

The Company has 100% subsidiary Jineshvar Securities Private Limited (JSL). JSL is a Non- Banking Finance Company and has applied for registration with Reserve Bank of India. JSL is into investment in shares & securities to generate high return on investment. The salient features of financial statement of JSL is given in Annexure-1.

CONSOLIDATED FINANCIAL SUMMARY

A summary of consolidated financial performance for the year ended 31st March, 2016 consolidating the results of wholly owned subsidiary Jineshvar Securities Private Limited (JSPL) is given below.

Particulars	For the year ended 31.03.2016	For the year ended 31.03.2015
Total Income	(455)	6765
Profit before Depreciation & Tax	(4255)	2663
Less: Depreciation & Amortization	2355	1756
Less: Provision for Tax
Deferred Tax		26
Earlier Tax	6	-
Current Tax	708	264
Transferred to Cap Reserve being profit prior to acquisition	-	3
Profit after Tax	(5894)	614
Profit & Loss account balance brought forward	472	1069
Less: Depreciation in respect of assets whose useful life is over	-	9
Amount available for Appropriation	(5422)	1674
Less: Dividend	-	1002
Tax on dividend	-	200
Balance in Profit & Loss Account	(5422)	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 subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso is disclosed in Form No. 2 is appended as Annexure-2 to the Board Report.

CORPORATEGOVERNANCE

Your Company reaffirms its commitment to Corporate Governance and is fully compliant with the conditions of Corporate Governance stipulated in Clause ''C'' of Schedule V on Annual Report pursuant to Regulations 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section of disclosure on Corporate Governance and a Certificate from the firm of Chartered Accountants dated 13th August 2016 in this regard is annexed herewith and forms a part of the Report.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

(Including criteria for determining qualification, 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. and good corporate practices.

Policy on Remuneration

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that -

Remuneration to Key Managerial Personnel, employees etc. 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.

ANNUAL EVALUATION BYTHE 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 results of the evaluation are satisfactory and adequate and meet the requirement of the Company.

DECLARATION OF INDEPENDENCE BYTHE INDEPENDENT DIRECTORS

Pursuant to Section 149(7) 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 Section 149(6) of the Act.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(1) (c) of the Companies Act, 2013, the directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had 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 at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had 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 directors had prepared the annual accounts on a going concern basis; and

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS

Number of Meetings of Board of Directors

The Board of Directors have met five times and Independent Directors once during the year ended 31st March, 2016.

Details of Committee of Directors

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 2015-16 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

The recommendations of the Audit Committee, as and when made to the Board, has been accepted by it.

KEY MANAGERIAL PERSONNEL

Ms. Manisha Modi was reappointed as the whole time director of the company in the last annual general meeting. During the year, Ms. Meenali Jain, Company Secretary and Compliance Officer of the Company resigned from the services of the Company. Consequent to Ms. Meenali Jain resignation, Ms. Prajakta Sule was appointed as the Company Secretary and Compliance Officer of the Company.

PARTICULARS OF CONTRACT OR ARRANGEMENTWITH RELATED PARTY

There is no transaction with Related Party which requires disclosure under Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

LOANS, INVESTMENTS OR GUARANTEES BYTHE COMPANY U/S 186 OF COMPANIES ACT, 2013.

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.

DEPOSITS

Your Company has not accepted any fixed deposits from the public during the financial year ended 31st March, 2016.

RISK MANAGEMENT

Your Company has developed and implemented a Risk Management Policy, including identification of element of risk and the risk that may threaten the existence of the Company. There is no element of risk identified by the Management that may, in the opinion of the Board, threaten the existence of the Company. A detailed report on significant risks and mitigation is given under the head Risk Management in Management Discussions and Analysis.

WHISTLE BLOWER MECHANISM

The company has a vigil Whistle Blower Policy to enable Stakeholders (including Directors and employees) to report unethical behavior or violation of the Company''s code of conduct. The policy has been disclosed on the company''s website.

AUDITORS Statutory Auditors

The tenure of M/s. Mahadev Desai Associates, the Statutory Auditors of the Company, appointed in last Annual General Meeting of the Company, will come to an end on the conclusion of ensuing Annual General Meeting. As per provisions of section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by the members at every Annual General Meeting.

Auditor''s Report

The report of the Statutory Auditor along with Notes to Accounts are enclosed to this report. The observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

Secretarial Audit Report

A Secretarial Audit Report for the year ended 31st March, 2016 in prescribed form duly audited by the Practicing Company Secretary M/s. Pramod Shah & Associates is annexed herewith and forming part of the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO

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 forming part of the report.

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.

EXTRACT OF ANNUAL RETURN

Pursuant to section 134(3)(a) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith and forming part of the report.

ACKNOWLEDGMENTS

The directors would like to thank each one of our customers, business associates and others for their valuable contribution to the Company''s growth and success. The directors recognize and appreciate the passion and commitment of all the employees.

The directors are grateful to the Company''s other stakeholders and partners including its shareholders, promoters, bankers and others for their continued support.

On behalf of the Board of Directors

For Jupiter Infomedia Limited

Place : Mumbai Manisha Modi Mr. Umesh Modi

Dated : 13th August, 2016 Whole time Director Chairman & Managing Director

---

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

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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