Jetking Infotrain Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2019

BOARD’S REPORT

To, The Members, Jetking Infotrain Limited

The Directors present with immense pleasure, the THIRTY FIFTH ANNUAL REPORT on the business and operations along with the Audited Financial Statements of the Company for the Financial Year ended 31st March 2019:

RESULTS OF OUR OPERATIONS

The highlights of your company’s financial performance for the financial year ended March 31, 2019 is summarized below:

	Standalone (Rs. in Lakhs)		Consolidated (Rs. in Lakhs)
Particulars	Current Year	Previous Year	Current Year	Previous Year
	(2018-19)	(2017-18)	(2018-19)	(2017-18)
Total Income	2292.87	2536.40	2339.58	2536.40
Employee Benefit Expenses	941.11	876.49	958.19	876.49
Other Expenses	1351.77	1445.77	1382.13	1445.83
Total Expenses	2510.53	2527.55	2558.00	2527.62
PBDITA	(0.01)	214.14	(0.76)	214.09
Finance Cost	2.36	1.02	2.36	1.03
Depreciation & Amortisation	215.29	204.27	215.31	204.27
Profit Before Tax	(217.66)	8.85	(218.42)	8.78
Tax Including Deferred Tax	(101.93)	37.52	(102.14)	37.52
Profit After Tax	(115.73)	46.37	(116.28)	46.30

PERFORMANCE REVIEW Standalone:

During the Financial Year under review, the Company earned the Total Income of Rs. 2292.87 Lakhs as against Rs.2536.40 Lakhs in the previous year and the Net Profit/ (Loss) after Tax of Rs. (115.73) Lakhs as against Rs.46.37 Lakhs in the previous year.

Consolidated:

During the Financial Year under review, the Company earned the Total Income of Rs.2339.58.00 Lakhs as against Rs.2536.40 Lakhs in the previous year and the Net Profit/ (Loss) after Tax of Rs. (116.28) Lakhs as against Rs.46.30 Lakhs in the previous year.

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 during financial year 2018-19. The paid up equity share capital of the company as on 31st March, 2019 is Rs. 59,075,000.

NUMBER OF MEETINGS OF THE BOARD

During the year ended 31st March 2019, 5 (Five) meetings were held on 25th May 2018, 07th August 2018, 13th November 2018, 05th February 2019 and 19th March 2019.

The details of attendance of the Directors at the Board and Committee meetings are provided in the Corporate Governance Report.

DEPOSITS

In terms of the provisions of Section 73 to 76 of the Act read with the relevant rules made thereunder, your Company did not accepted any deposits from the public during the year..

COMMENTS ON AUDITOR’S REPORT

Neither the Secretarial Auditor nor the Statutory Auditors have made any qualification, reservation or adverse remark or disclaimer in their reports. The reports of the Secretarial Auditor and Statutory Auditor are appended to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan or guarantee or security in connection with Loans obtained to any person or body corporate during the financial year.

Details of Investments made by the Company are disclosed under Schedule 6(a) to the financial statements.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There were no material changes or commitments, affecting the financial position of the Company between 31st March, 2019 and the date of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related party transactions that were entered into during the year were in the ordinary course of business and on an arm’s length basis. The Audit Committee of Directors has given its in-principle approval to different types of related party transactions which are recurring in nature and in the ordinary course of business.

As per IND AS 24 on ‘Related Party Disclosures’, the details of related party transactions entered into by the Company are included in the Notes to Accounts.

The Policy on Related Party Transactions has been published on the Company’s website under the ‘Investors’ section at http://www.jetking.com/investor.php.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) read with Section 188 of the Act, in Form AOC 2 is annexed here with as “Annexure 1”.

VARIATION IN MARKET CAPITALISATION

	As on 31-Mar-2019	As on 31-Mar-2018	Increase/ (Decrease) %
Market Capitalisation (in Rs. Lakhs)	1,981.20	3,432.26
Price Earnings Ratio	18.84	80.49
Percentage increase/ (decrease) in the market price of the shares in comparision with last public offer			(76.59)

AMOUNTS TO BE TRANSFERRED TO RESERVES

Your Company has not transferred any amount to the Reserves.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY, IDENTIFICATION OF RISKS, IF ANY.

The Board of Directors of the Company has 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 M/s Divatia and Mehta, Chartered Accountants to identify and analyze various risks that your Company is exposed to. Accordingly, M/s 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 Directors for their consideration.

According to the report, following are critical risks that the Company is subject to:

i. Outdated curriculum- Curriculum needs upgradation

Technology is rapidly changing. This change has been the fastest we have seen in the last decade. Due to this change, adoption of technology also changes periodically. This change leads to high course development cost as well as upgradation of faculties creates a cumbersome process to keep up with outdated curriculum.

ii. Lower Control over Affiliate Operations

As your Company is in service industry, no tangible form or product that the consumer receives continuing service in the form of faculty knowledge and lab infrastructure creates a sizable amount of risks to maintain service standards of the Company.

iii. Dropouts - Loss of Revenue & Insufficient Capacity Utilization

Training is a good to have skill. Even if student acquire 50% knowledge they can end up dropping out and securing a job. Additionally, due to high cost of operations, a higher course fees put a a burden on the financial capacity of students. These factors expose the business to dropouts that lead to loss in revenue.

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’. 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.

AUDITORS

At the thirty-third Annual General Meeting (AGM) held on July 18, 2017, Members had appointed M/s. KNAV & Co., Chartered Accountants (Registration No. of the firm with the ICAI:120458W), as the Statutory Auditors of the Company to audit the accounts of the Company for a period of 5 years from FY 2017-18 to FY 2021-22 and to hold office as such up to the conclusion of the thirty-eight AGM of the Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Ragini Chokshi and Co., was appointed to conduct the secretarial audit of your company for FY 2018-19. The Secretarial Audit report is given separately under Annexure 5.

INTERNAL AUDIT (IA)

M/s. Divatia and Mehta, Chartered Accountants have been appointed as the Internal Auditors of the Company. Audit Committee of the Directors 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 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.

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. 146.23 lakhs

(ii) Foreign Exchange Outgo : Rs. 76.52 lakhs

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 performance of its Audit, Nomination and Remuneration and Stakeholders Relationship Committees in their meeting held on 19th March 2019.

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 held on 19th March 2019.

Further, to comply with the requirements of Regulation 25 (4) of SEBI (LODR) Regulations 2015, the Independent Directors evaluated the performance of Chairman, Non-Independent Directors and Board as a whole in their meeting held on 19th March 2019.

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. Swati Bhatt were evaluated on parameters like contribution 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.

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.

PARTICULARS OF EMPLOYEES

The total employee strength of the Company as on March 31, 2019 stood at 168.

The disclosures on managerial remuneration as required under Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure 3 appended to the Directors’ Report.

In accordance with the provisions of 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 of Rs.1 Crore and 2 Lakhs or more per annum, (if employed throughout the financial year) and employees who were in receipt of Rs 8.5 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 who were in receipt of remuneration as provided under Rule 5(2) above.

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 pattern, indebtedness, members, debenture holders, remuneration to Directors and KMPs, meetings of the Company etc. are set out under Annexure 2 in this Annual Report and is available on the website of the Company.

SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (C) of the Companies Act 2013, the 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 2019 and of the loss of the Company for the year ended 31st March 2019.

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. The Company has voluntarily taken up the following projects :

a) Encouraging a career ready youth with “Antarang Foundation”.

Jetking has undertaken an active participating to match skill and careers for under priviledged students. Jetking has tied up with “Antarang Foundation” that spreads the importance of the right career and readiness of these careers.

In this regard, Jetking trained more than 260 students on different technologies to make them career ready for their future.

b) 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.

c) Empowering the Girl Student

A great believer in providing equal opportunities 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).

The Company has paid the Annual Listing Fees to BSE for the Financial Year 2019-20.

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. Suresh G. Bharwani, Chairman and Managing Director of the Company, will retire by rotation at ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

Section 149 of the Companies Act, 2013 and rules made there under provides for appointment of at least one Woman Director on the Board of all Listed Companies. To comply with this requirement, the Board pursuant to the recommendation of the NRC and subject to approval of the Shareholders had appointed Ms. Swati Bhatt (DIN:05151680) as an additional director (designated as an Non Executive Independent Director) of the Company for a period of five year from the date of ensuing general meeting.

The Board is of the view that Ms. Swati Bhatt possesses relevant expertise and experience to be appointed as an Independent Director of the Company and fulfils the conditions specified in the Act and the rules made there under and is independent of the Management.

Necessary resolutions for appointment/re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM.

RESIGNATIONS

Ms. Seema Mahajan was an Independent Director since 14th July, 2015. Ms. Mahajan tendered her resignation as a Director of the Company w.e.f. 29th September, 2018. The Board places on record its appreciation for support and contribution by Ms. Mahajan during her tenure as an Independent Director

All Independent Directors of your Company have confirmed and declared that they meet the criteria as provided under sub-section 6 of Section 149 of the Act for continuing as the Independent Directors on the Board of the Company.

The Company has also received declarations from all Directors confirming that they are not disqualified from being appointed as Directors under the provisions of Section 164 of the Act.

AUDIT COMMITTEE

The Audit Committee comprises of five (5) members - four Independent Directors and one Executive Director. The Chairman of the Committee is an Independent Director. The composition of the Committee is in conformity with the provisions of Section 177 of the Act.

All the Committee members possess adequate qualifications to fulfill their duties as stipulated under the Act.

The other details about the Committee are provided in the Corporate Governance Report.

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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future.

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 2018 pursuant to Section 21 of the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 to the municipal authorities on 04th February, 2019.

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/- Sd/-

Suresh G. Bharwani Nandu G. Bharwani

Chairman & Managing Director Joint Managing Director and CFO

DIN:00667104 DIN:00618386

Place: Mumbai

Date: 27^th May 2019

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Mar 31, 2018

BOARD''S REPORT

To, The Members, Jetking Infotrain Limited

The Directors present with immense pleasure, the THIRTY FOURTH ANNUAL REPORT on the business and operations along with the Audited Financial Statements of the Company for the Financial Year ended 31st March 2018:

RESULTS OF OUR OPERATIONS

The highlights of your company''s financial performance for the financial year ended March 31, 2018 is summarized below:

	Standalone (Rs,in Lakhs)		Consolidated (Rs,in Lakhs)
Particulars	Current Year	Previous Year	Current Year	Previous Year
	(2017-18)	(2016-17)	(2017-18)	(2016-17)
Total Income	2,536.40	2,838.18	2,536.40	2,838.18
Employee Benefit Expenses	876.49	964.89	876.49	964.89
Other Expenses	1,445.77	1,461.46	1,445.83	1,461.56
Total Expenses	2,322.26	2,426.35	2,322.33	2,426.45
PBDITA	214.14	411.83	214.08	411.73
Finance Cost	1.02	0.21	1.03	0.21
Depreciation & Amortization	204.27	220.67	204.27	220.67
Profit Before Tax	8.85	190.95	8.78	190.85
Tax Including Deferred Tax	37.52	(13.16)	37.52	(13.16)
Profit After Tax	46.37	177.79	46.30	177.69

PERFORMANCE REVIEW Standalone:

During the Financial Year under review, the Company earned the Total Income of Rs,2,536.40 Lakhs as against Rs,2,838.18 Lakhs in the previous year and the Net Profit after Tax of Rs,46.37 Lakhs as against Rs,177.79 Lakhs in the previous year.

Consolidated:

During the Financial Year under review, the Company earned the Total Income of Rs,2,536.40 Lakhs as against Rs,2,838.18 Lakhs in the previous year and the Net Profit after Tax of Rs,46.30 Lakhs as against Rs,177.69 Lakhs in the previous year.

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

During the year, the Company allotted 18,500 forfeited equity shares of ''10 each on preferential basis to the Promoter and Promoter Group. The said shares are locked-in for a period of 3 years.

The paid up equity share capital of the Company has increased from Rs,58,890,000 as on March 31, 2017 to Rs,59,075,000 as on March 31, 2018.

NUMBER OF MEETINGS OF THE BOARD

During the year ended 31st March 2018, 7 (Seven) meetings were held on 30th May 2017, 8th August 2017, 12th September 2017, 28th October 2017, 22 nd November 2017, 30th January 2018 and 26th March 2018.

The details of attendance of the Directors at the Board and Committee meetings are provided in the Corporate Governance Report.

DEPOSITS

In terms of the provisions of Section 73 to 76 of the Act read with the relevant rules made there under, your Company has not accepted any deposits from the public during the year.

COMMENTS ON AUDITOR''S REPORT

Neither the Secretarial Auditor nor the Statutory Auditors have made any qualification, reservation or adverse remark or disclaimer in their reports. The reports of the Secretarial Auditor and the Statutory Auditors are appended to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan or guarantee or security in connection with Loans obtained to any person or body corporate during the financial year.

Details of Investments made by the Company are disclosed under Schedule 6(a) & 9(a) to the financial statements.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There were no material changes or commitments, affecting the financial position of the Company between March 31, 2018 and the date of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related party transactions that were entered into during the year were in the ordinary course of business and on an arm''s length basis. The Audit Committee of Directors has given its in-principle approval to different types of related party transactions which are recurring in nature and in the ordinary course of business.

As per Indian Accounting Standard (Ind AS) 24 on ''Related Party Disclosures'', the details of related party transactions entered into by the Company are included in the Notes to Accounts.

The Policy on Related Party Transactions has been published on the Company''s website under the ''Investors'' section at http://www.jetking.com/investor.php

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) read with Section 188 of the Act, in Form AOC 2 is annexed here with as "Annexure 1".

VARIATION IN MARKET CAPITALISATION

	As on 31-Mar-2018	As on 31-Mar-2017	Increase/ (Decrease) %
Market Capitalization (in Rs. Lakhs)	3,432.26	2,735.441	25.48%
Price Earnings Ratio	73.54	15.39
Percentage increase in the market price of the shares in comparison with last public offer			480%

AMOUNTS TO BE TRANSFERRED TO RESERVES

Your Company has not transferred any amount to the Reserves.

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 organization 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 M/s. Divatia and Mehta, Chartered Accountants to identify and analyze various risks that your Company is exposed to. Accordingly, M/s. 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 for their consideration.

According to the report, following are critical risks that the Company is subject to:

i. Technology

Rapid changes in technology creates a vacuum for a training provider. The course material can get obsolete within period of six months.

ii. Outdated curriculum- Curriculum needs up gradation

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 introduced new courses like Cloud Computing, Data Centre, Data Analytics, 3D Printer, Robotics etc. Also, there has been improvement in the content delivery.

iii. Lower Control over Affiliate Operations

To combat this risk, the Company has laid systematic procedure for better assessment of the business partners. For existing affiliates, JQA is undertaken for quality and financial control. Also, the receivables from the affiliates are monitored on day to day basis.

iv Insufficient Data Analysis for monitoring trends

To mitigate this risk, the company has migrated to Jet Express- comprehensive software, which has helped integration of placement, inventory, student management (JOST). Important information is available on real time basis on this software which has helped to capture and analyse important data for monitoring the trends.

v. 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. Also, constant follow-up is done with the dropped out students so as to re-enroll them wherever possible by offering incentives.

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.

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, indebtedness, members, debenture holders, remuneration to Directors and KMPs, meetings of the Company etc. are set out under Annexure 2 in this Annual Report.

PARTICULARS OF EMPLOYEES

The total employee strength of the Company as on March 31, 2018 stood at 140.

The disclosures on managerial remuneration as required under Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure 3 appended to the Directors'' Report.

In accordance with the provisions of 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 of Rs,1Crore and 2 Lakhs or more during the financial year, (if employed throughout the financial year) and employees who were in receipt of Rs,8.5 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 (except Mr. Suresh Bharwani- Chairman and Managing Director and Mr. Nandu Bharwani- Joint Managing Director and CFO whose remuneration has been disclosed under various sections of this 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.

AUDITORS

At the thirty-third Annual General Meeting (AGM) held on July 18, 2017, Members had appointed M/s. KNAV & Co., Chartered Accountants (Registration No. of the firm with the ICAI:120458W), as the Statutory Auditors of the Company for a period of 5 years from FY 2017-18 to FY 2021-22 and to hold office as such up to the conclusion of the thirty-eight AGM of the Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Sysha Kumar, Practising Company Secretary was appointed to conduct the secretarial audit of your company for FY 2017-18. The Secretarial Audit report is given separately under Annexure 5.

INTERNAL AUDIT (IA)

M/s. 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.

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,73.95 Lakhs

(ii) Foreign Exchange Outgo : Rs,54.71 Lakhs

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 26th March 2018.

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 26th March 2018.

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 26th March 2018.

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.

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.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (C) of the Companies Act 2013, the 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 2018 and of the profit of the Company for the year ended 31st March 2018.

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.

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. The Company has voluntarily taken up the following projects :

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 providing equal opportunities 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). The Company has paid the Annual Listing Fees to BSE for the Financial Year 2018-19.

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, Joint Managing Director and CFO 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 reappointment

Mr. Suresh G. Bharwani, Chairman and Managing Director continues to be on the Board.

Pursuant to provisions of the Companies Act, 2013, Mr. Mehul Kuwadia, Mr. Surjit Banga, Mr. Manoj Mandavgane were appointed as an Independent Directors to hold office for five consecutive years for a term up to 31st March, 2019 by the Members of the Company in the 30th Annual General Meeting held on 14th July, 2014. Pursuant to provisions of the Act, based on the recommendations of the Nomination and Remuneration Committee, the Board recommends for the approval of the members through a Special Resolution in the 34th Annual General Meeting for re-appointment of Mr. Mehul Kuwadia, Mr. Surjit Banga, Mr. Manoj Mandavgane as an Independent Directors for another five consecutive years from 1st April, 2019 up to 31st March, 2024.

The Independent Directors of your Company - Mr. Mehul Kuwadia, Mr. Surjit Banga, Mr. Manoj Mandavgane 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 Vungurla, had relinquished her office as a Company Secretary of the Company w.e.f 12th February, 2018.

Consequent upon the resignation of Ms. Shridevi, Mr. Deepak Savalge was appointed as a Company Secretary w.e.f 10th April, 2018.

AUDIT COMMITTEE

The Audit Committee comprises of five (5) members - four Independent Directors and one Executive Director. The Chairman of the Committee is an Independent Director. The composition of the Committee is in conformity with the provisions of Section 177 of the Companies Act, 2013.

All the Committee members possess adequate qualifications to fulfill their duties as stipulated under the Act.

The other details about the Committee are provided in the Corporate Governance Report.

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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

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

2017 pursuant to Section 21 of the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 to the municipal authorities on 04th January, 2018.

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/- Sd/-

Suresh G. Bharwani Nandu G. Bharwani

Chairman & Managing Director Joint Managing Director and CFO

DIN:00667104 DIN:00618386

Place: Mumbai

Date: 25 ^th May 2018

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Mar 31, 2017

The Directors present with immense pleasure, the THIRTY THIRD ANNUAL REPORT on the business and operations along with the Audited Financial Statements of the Company for the Financial Year ended 31^st March 2017:

RESULTS OF OUR OPERATIONS

(In FIs. Except per share data)

	Standalone		Consolidated
Particulars	Current Year	Previous Year	Current Year	Previous Year
	(2016-17)	(2015-16)	(2016-17)	(2015-16)
Total Income	271,571,470	254,443,104	271,571,470	254,443,104
Profit before Interest, Depreciation and Tax	28,979,838	33,623,809	28,979,838	33,614,741
Less: Interest	21,219	7,278	21,219	7,278
Profit before Depreciation and Tax	28,958,619	33,616,531	28,958,619	33,607,463
Less: Depreciation	22,326,995	24,607,707	22,326,995	24,607,707
Profit before Tax	6,631,624	9,008,824	6,631,624	8,999,756
Less: Provision for Tax	(1,490,000)	(1,518,000)	(1,490,000)	(1,518,000)
Deferred Tax	(1,893,947)	(1,419,605)	(1,893,947)	(1,419,605)
Prior year tax adjustment	2,428,280	623,730	2,428,280	623,730
Net Profit After Tax	5,675,957	6,694,949	5,666,138	6,685,881
Balance brought forward from previous year	6,694,949	23,126,635	6,685,881	23,120,901
Balance available for appropriation	12,370,906	29,821,584	12,361,838	29,806,782
Appropriations
Proposed Dividend	-	-	-
Tax on Proposed Final Dividend	-	-	-
Transfer to General Reserve	-	-	-	-
Balance carried to the Balance Sheet	12,370,906	29,821,584	12,361,838	29,806,782
Earnings Per Share: Basic (Rs per share)	0.96	1.14	0.96	1.14
Diluted (Rs per share)	0.96	1.14	0.96	1.14

PERFORMANCE REVIEW Standalone:

During the Financial Year under review, the Company earned the Total Income of Rs. 2,715.71 lakhs as against Rs. 2544.43 Lakhs in the previous year and the Net Profit after Tax of Rs 56.76 Lakhs as against Rs 66.94 Lakhs in the previous year, resulting in increase by 6.73% and decrease by 15.22 % respectively.

Consolidated:

During the Financial Year under review, the Company earned the Total Income of Rs. Rs. 2,715.71 as against Rs. 2544.43 Lakhs in the previous year and the Net Profit after Tax of Rs 56.66 Lakhs as against Rs 66.86 Lakhs in the previous year, resulting in increase by 6.73% and decrease by 15.25 % 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 during FY 2016-17.

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 2016-17 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.ietkina.com/investor.Dhp

	As on 31-Mar-2017	As on 31-Mar-2016	Increase/ (Decrease) %
Market Capitalization (in Rs. Lakhs)	2735.441	2367.38	15.55%
Price Earnings Ratio	48.39	35.26
Percentage increase in the market price of the shares in comparison with last public offer			365.6%

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 organization is subject to. The policy has been published on the website of the Company under the ‘Investors’ section at http://www.ietkina.com/investor.phphttp://www.ietkina.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 for their consideration.

According to the report, following are critical risks that the Company is subject to:

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 introduced new courses like Cloud Computing, Data Centre, Data Analytics, 3D Printer, Robotics etc. Also, there has been improvement in the content delivery.

ii. Lower Control over Affiliate Operations

To combat this risk, the Company has laid systematic procedure for better assessment of the business partners. For existing affiliates, BSI audit is undertaken for quality and financial control. Also, the receivables from the affiliates are monitored on day to day basis.

iii Insufficient Data Analysis for monitoring trends

To mitigate this risk, the company has migrated to JetExpress- comprehensive software, which has helped integration of placement, inventory, student management (JOST). Important information is available on real time basis on this software which has helped to capture and analyze important data for monitoring the trends.

iv. 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. Also, constant follow-up is done with the dropped out students so as to re-enroll them wherever possible by offering incentives.

v. Insufficient Capacity Utilization

Introduction of new courses will ensure better capacity utilization.

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.ietkina.com/investor.phphttp://www.ietkina.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, Practicing Company Secretary was appointed to conduct the secretarial audit of your company for FY 2016-17. 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 25^th March 2017.

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 25^th March 2017.

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 25^th March 2017.

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.

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.ietkina.com/investor.Dhphttp://www.ietkina.com/investor.Dhp 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 8,794,744

(ii) Foreign Exchange Outgo : Rs 2,237,223

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 and amendments made their under, the names and other particulars of the employees are set out in the Annexure 3.

As per Rule (3) (b) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, the names and other particulars of employees who were in receipt of remuneration Rs 1 Crore and 2 Lakhs or more during the financial year, (if employed throughout the financial year) and employees who were in receipt of Rs 8.5 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 (except Mr. Suresh Bharwani - Chairman and Managing Director and Mr. Nandu Bharwani - Joint Managing Director and CFO whose remuneration has been disclosed under various sections of this report).

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 31^st March 2017 and of the profit of the Company for the year ended 31^st March 2017.

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).

The Company has paid the Annual Listing Fees to BSE for the Financial Year 2017-2018.

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. Suresh G. Bharwani, Chairman and Managing 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. Jitu Bharwani resigned as Non-Executive Director of the Company w.e.f 16^th March 2017.

Mr. Nandu G. Bharwani, Joint Managing Director and CFO continues 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.

RESIGNATIONS

Mr. Jitu Bharwani resigned as Non-Executive Director of the Company w.e.f 16^th March 2017.

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.ietkina.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 2016 pursuant to Section 21 of the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 to the municipal authorities on 13^th January 2017.

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 /- Sd/-

Suresh G. Bharwani Nandu G. Bharwani

Chairman & Managing Director Joint Managing Director and CFO

DIN: 00667104 DIN: 00618386

Place: Mumbai

Date: 30^th May 2017

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Mar 31, 2015

Dear Members,

The Directors present with immense pleasure, the THIRTY FIRST ANNUAL REPORT on the business an operations along with the Audited Financial Statements of the Company for the Financial Year ended on March 31,2015:

RESULTS OF OUR OPERATIONS

(In Rs. Except per share data)

Standalone

Particulars Current Previous Year Year (2014-15) (2013-14)

Total Income 296,258,262 313,687,670

Profit before Interest, Depreciation and Tax 57,914,060 53,910,433

Less: Interest 142,382 94,840

Profit before Depreciation and Tax 57,771,678 53,815,593

Less: Depreciation 24,465,914 17,488,456

Profit before Tax 33,305,764 36,327,137

Less: Provision for Tax (7,028,000) (10,193,000)

Deferred Tax (4,146,470) (1,134,364)

Net Profit After Tax 22,131,294 24,999,773

Prior year tax adjustment 995,341 1,094,660

Balance brought forward from

previous year 245,366,237 226,161,640

Adjustment (net of deferred tax assets of RS.1,383,417) in accordance with the transitional provisions of the Schedule II of the Act (2,880,467) -

Balance available for appropriation 265,612,405 252,256,073

Appropriations

Proposed Dividend (5,889,000) (5,889,000)

Tax on Proposed Final Dividend (1,222,947) (1,000,836)

Transfer to General Reserve - -

Balance carried to the Balance

Sheet 258,500,458 245,366,237

Earnings Per Share: Basic (RS. per share) 3.93 4.43

Diluted (RS. per share) 3.93 4.43

(In Rs. Except per share data)

Consolidated

Particulars Current Previous Year Year (2014-15) (2013-14)

Total Income 296,258,262 313,687,670

Profit before Interest, Depreciation and Tax 57,908,326 53,907,933

Less: Interest 142,382 94,840

Profit before Depreciation and Tax 57,765,944 53,813,093

Less: Depreciation 24,465,914 17,488,456

Profit before Tax 33,300,030 36,324,637

Less: Provision for Tax (7,028,000) (10,193,000)

Deferred Tax (4,146,470) (1,134,364)

Net Profit After Tax 22,125,560 24,997,273

Prior year tax adjustment 995,341 1,094,660

Balance brought forward from previous year 245,363,737 226,161,640

Adjustment (net of deferred tax assets of RS.1,383,417) in accordance with the transitional provisions of the Schedule II of the Act (2,880,467) -

Balance available for appropriation 265,604,171 252,253,573

Appropriations Proposed Dividend (5,889,000) (5,889,000)

Tax on Proposed Final Dividend (1,222,947) (1,000,836)

Transfer to General Reserve - -

Balance carried to the Balance Sheet 258,492,224 245,363,737

Earnings Per Share: Basic (RS. per share) 3.93 4.43

Diluted (RS. per share) 3.93 4.43

PERFORMANCE REVIEW:

Standalone:

During the Financial Year under review, the Company earned the Total Income of RS. 2962.58 Lakhs as against RS. 3136.87 Lakhs in the previous year and the Net Profit after Tax of RS. 231.27 Lakhs as against RS. 260.94 Lakhs in the previous year, resulting in decrease by 5.56 % and 11.37 % respectively.

Consolidated:

During the Financial Year under review, the Company earned the Total Income of RS. 2962.58 Lakhs as against RS. 3136.87 Lakhs in the previous year and the Net Profit after Tax of RS. 231.21 Lakhs as against RS. 260.92 Lakhs in the previous year, resulting in decrease by 5.56 % and 11.39% respectively.

DIVIDEND:

Your Directors propose a Dividend of 10% i.e. Re. 1/- per Equity Share of RS.10/-each for the Financial Year ended on 31st March, 2015 subject to approval of Shareholders at the ensuing Annual General Meeting. The same would be paid to the shareholders in due course after the said approval in the Annual General Meeting.

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 Loans or guarantee or security in connection with Loans obtained by any other person during the financial year.

The Company does not have any investments as on 31st March, 2015.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions with the related parties in the FY 2014-15 were within the arm''s length price. The related party transactions, contracts entered into by the Company have been disclosed in prescribed Form AOC 2 in Annexure 1.

VARIATION IN MARKET CAPITALISATION

As on As on Increase/ 31-Mar-2014 31st Mar-2015 (Decrease) in %

Market Capitalisation (in RS. Lakhs) 1890.37 2473.38 31%

Price Earnings Ratio 7.25 10.69 47%

Percentage increase in the market price of the shares in comparision with last public offer 320%

AMOUNTS TO BE TRANSFERRED TO RESERVES

In the previous year, no amount was transferred to General reserve of the Company.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY, IDENTIFICATION OF RISKS, IF ANY.

The Company has been addressing various risks impacting the business and the organization. The significant risks that the Company is exposed to are set out herein below:

Business Risks

The Company is exposed to various Business Risks, primarily being competition from other players and pricing pressure.

The Company evaluates its Course offerings on an ongoing basis and adapts and upgrades them on an ongoing basis to meet the latest technological development and changing market requirements. Such higher value and differentiated services combined with the deep domain expertise in our core business should help the Company stay ahead of competition and also manage pricing pressure.

Operation Risk

Operations Risk includes risks to sustained and seamless delivery of courses, frauds, security breaches, quality and similar risks.

The company has made significant investments MIS by installing SAP and CRM software and has laid out defined Business Processes to ensure security of its assets and its intellectual property. There is a well defined mechanism for ensuring Quality by monitoring and evaluation of the delivery of the courses and continuous training for up-gradation of the Training Faculty.

Regulatory Risks

The Company endeavours to furnish and submit / file our data with all concerned Authorities, so as to comply in time, with the various Rules and Regulations. The Company also takes the assistance of Qualified and experienced consultants.

The Company is also mitigating these risks with the help of regular external compliance audits.

ESTABLISHMENT OF VIGIL MECHANISM.

The Company has a Whistle blower mechanism in place to enable the employees to report serious concerns and matters to the management. Details of this mechanism are mentioned in the Corporate Governance Report.

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 Clause 49 of the Listing Agreement with the Stock Exchanges, 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. Monika Shah, Practising Company Secretary was appointed to conduct the secretarial audit of our company for FY 2014-15. The Secretarial Audit report is given separately under Annexure 5.

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 Clause 49 of the Listing Agreement, 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, Remuneration and Shareholders Committees at their meeting held on 9th March 2015.

A structured approach was taken after considering inputs of individual directors covering various aspects of the Board''s functioning such as adequacy of the composition of the Board, its Committees, Board culture, execution and performance of specific duties, obligations and governance.

An exercise was also carried to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. An emphasis was made on unbiased and balanced approach adopted by the members on various matters before the Board. The performance evaluation of the independent directors was carried out by the entire Board. The performance evaluation of the Chairman and the non -independent directors was carried out by the independent directors who also reviewed the performance of the Secretarial Department. The Directors express their satisfaction with the evaluation process.

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. 7,702,897

(ii) Foreign Exchange Outgo : RS. 737,128

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.

As 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, KMP, 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 the Directors 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, 2015 and of the profit of the Company for the year ended 31st March, 2015.

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.

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 Clause 49 of the Listing Agreements entered into with the Stock Exchanges, a Report on the Corporate Governance, along with the certificate from the Statutory Auditors of the Company on compliance with the provisions of the said Clause is annexed and forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

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 is 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 BSE Limited (BSE) and Delhi Stock Exchange Limited (DSE). The Company has paid the Annual Listing Fees to the above mentioned Stock Exchanges for the Financial Year 2015-2016.

APPOINTMENTS, RETIREMENTS AND RESIGNATIONS

DIRECTORS:

In terms of the applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Suresh 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 their re-appointment.

Mr. Nandu G. Bharwani, Joint Managing Director and CFO and Mr. Jitu Bharwani, Non Executive Director continue to be on the Board of the Company.

Section 149 of the Companies Act, 2013 and rules made there under provides for appointment of at least one Woman Director on the Boards of all Listed Companies. To comply with this requirement, Ms. Seema Mahajan was appointed by the Board of Directors with effect from 31st March, 2015 and the Board of Directors recommend to the members, her appointment as Independent Director.

Independent Directors of the 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.

RESIGNATIONS:

During the year, Mr. Manoj Chandra, CEO resigned from services with effect from 28th February, 2015. (Appointed on 19th May, 2014).

Ms. Deepali Koneri - Company Secretary resigned with effect from 15th November, 2014.

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 the Listing Agreements with the Stock exchanges where the securities of the Company are listed for the Appointment and remuneration of the Directors of the Company.

The Company has constituted a Remuneration Committee consisting of 4 Non-Executive, Independent Directors which formulates the criteria for determining qualifications, positive attributes and independence of a director (in case of Independent Director) and recommends to the Board on the appointment and remuneration for the directors and Key Managerial Personnel.

Remuneration paid to the Executive Directors commensurates with their experience and expertise, industry benchmark and the relative performance of the Company to the industry performance and is within the range approved by shareholders, wherever applicable.

The Non-Executive Directors are paid Sitting fees for attending the meetings of the Board and its Committees and expenses, if any, incurred in relation to the activities of the Board are re-imbursed.

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.

By Order of the Board

Sd/- Suresh G. Bharwani Chairman & Managing Director

Place: Mumbai Date: May 26,2015

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Mar 31, 2013

The Members of Jetking infotrain Limited

The Directors'' present with immense pleasure, the TWENTY NINETH ANNUAL REPORT on the business and operations along with the Audited Financial Statements of the Company for the financial year ended on 31st March, 2013:

FINANCIAL HIGHLIGHTS:

(Amount in Rs.) Particulars Current Year Previous Year (2012-13) (2011-12)

Total Income 359,415,759 347,145,556

Profit before Interest, Depreciation and Tax 59,045,432 59,136,295

Less: Interest 988,378 6,285,882

Profit before Depreciation and Tax 43,430,536 52,850,413

Less: Depreciation 15,614,896 17,261,672

Profit before Tax 42,442,158 35,588,741

Less: Provision for Tax (7,500,000) (9,000,000)

Deferred Tax (3,341,804) (4,702,118)

Net Profit After Tax 31,600,354 21,886,623

Balance brought forward from previous year 21,886,623 190,885,521

Balance available for appropriation 53,486,977 212,772,144

Appropriations

Proposed Dividend (5,889,000) (8,833,500)

Tax on Proposed Final Dividend (955,343) (1,433,015)

Transfer to General Reserve Nil (1,100,000)

Balance carried to the Balance Sheet 226,161,640 201,405,629

Earnings Per Share: Basic (Rs. per share) 5.37 3.72

Diluted (Rs. per share) 5.37 3.72

RFORMANCE REVIEW:

During the financial year under review, the Company earned the Total Income of Rs. 3594.16 lacs as against Rs. 3471.45 lacs in the previous year and the Net Profit After Tax of Rs. 316.00 lacs as against Rs. 218.86 lacs in the previous year, resulting in an increase by 3.53% and 44.38%, respectively.

DIVIDEND:

Your Directors proposed a dividend ofRs. 1/-per share on the equity shares of Rs. 10/-each in the Company for the financial year ended on 31st March 2013 subject to approval of Shareholders at the ensuing Annual General Meeting. The same would be paid to the shareholders in due course after the approval in the Annual General Meeting.

FIXED DEPOSITS:

Your Company has not accepted any deposits from the public within the meaning of Section 58-A of the Companies Act, 1956, read with the Companies (Acceptance of Deposit) Rules, 1975. As such no amount of Principal or Interest is outstanding as on the Balance Sheet date.

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 Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

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 the Company''s constant endeavor to be more efficient in providing services and encourages innovation in its day to day practices.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earnings and Outgo during the financial year under review is given below: (i) Foreign Exchange Earnings : Rs. 2,875,971/- (ii) Foreign Exchange Outgo : Rs. 592,183/-

PARTICULARS OF EMPLOYEES:

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report.

However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company and others entitled thereto, excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Chairman and Managing Director at the Registered Office of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed.

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 2013 and of the profit of the Company for the year ended 31st March 2013.

3. Proper and sufficient care has been taken 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.

4. The annual accounts have been prepared on a going concern basis.

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 Clause 49 of the Listing Agreements entered into with the Stock Exchanges, a Report on the Corporate Governance, along with the certificate form the Statutory Auditors of the Company on compliance with the provisions of the said Clause is annexed and forms part of the Annual Report.

LISTING:

The shares of your Company are listed at the Bombay Stock Exchange and Delhi Stock Exchange. The Company has paid the Annual Listing Fees to the above mentioned stock exchanges for the financial year 2013-2014.

DIRECTORS:

In terms of the provisions of Sections 255 and 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Nandu Bharwani, Joint Managing Director and Mr. Mehul Kuwadia, Independent Director of the Company, will retire by rotation at ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. Your Directors recommend their re-appointment.

Mr. Rohit Puri, Independent Director of the Company, had resigned from the post of Directorship on July 18, 2012. Mr. C.V. Ramana, Independent Director of the Company, who was suffering from a major ailment, passed away on October 27, 2012 and therefore ceased to be a Director of the Company. Mr. Surjit Banga and Mr. Manoj Mandavgane have been appointed as the Additional Directors of the Company in Independent Capacity on 18th December 2012 and 1st March 2013 respectively and their appointment will be regularized as Directors of the Company at the ensuing Annual General Meeting of the Company.

AUDIT REPORT:

The Audit Report on the Audited Annual Accounts of the Company for the financial year 2012-13, which forms part of this Annual Report, is self-explanatory do not call for any further comments under Section 217 of the Companies Act, 1956.

AUDITORS:

M/s. Suresh Surana & Associates, Chartered Accountants, Mumbai, the retiring Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a confirmation from the Auditors to the effect that their re-appointment, if made would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act. M/s. Suresh Surana & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and according to a certificate received from them under Section 224(1 B) of the Companies Act, 1956 are eligible for re-appointment. Your Directors recommend their re-appointment as the Statutory Auditors of the Company

HUMAN RESOURCE - A COMPETITIVE EDGE:

Your Company believes in maintaining good relations with the Employees and retaining them for long term as it strongly considers its Employees as its strength and asset. Your Company always takes the efforts to keep the employees motivated towards their work and therefore, has created a favorable work environment which encourages their capability and thereby helps building and development of requisite skills at all levels.

ACKNOWLEDGEMENT:

Your Directors wish to express their gratitude to the bankers, financial institutions, Government authorities, customers, vendors and Members for their direct and indirect co-operation and look forward to their continued support in the future.

By Order of the Board

Sd/-

Suresh G. Bharwani

Chairman and Managing Director

Place: Mumbai

Date: 20th May, 2013

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Mar 31, 2012

To The Members of Jetking Infotrain Limited

The Directors have pleasure in presenting their Twenty Eighth Annual Report on the business and operations along with the Audited Financial Statements of the Company for the financial year ended on 31st March, 2012:

FINANCIAL RESULTS:

(Amount in Rs)

Particulars Current Year Previous Year

Total Income 347,145,556 409,420,726

Profit before Interest, Depreciation and Tax 59,136,295 118,735,324

Less: Interest 6,285,882 65,591

Profit before Depreciation and Tax 52,850,413 118,669,733

Less: Depreciation 17,261,672 19,542,107

Profit before Tax 35,588,741 99,127,626

Less: Provision for Tax (9,000,000) (31,600,000)

Deferred Tax (4,702,118) (121,810)

Net Profit After Tax 21,886,623 67,405,816

Short Provision for income tax for earlier years Nil (1,337,259)

Balance brought forward from previous year 190,885,521 155,418,232

Balance available for appropriation 212,772,144 221,486,789

Appropriations

Interim Dividend Nil (17,667,000)

Proposed Final Dividend (8,833,500) Nil

Tax on Interim Dividend Nil (2,934,268)

Tax on Proposed Final Dividend (1,433,015) Nil

Transfer to General Reserve (1,100,000) (10,000,000)

Balance carried to the Balance Sheet 201,405,629 190,885,521

Earnings Per Share: Basic (Rs per share) 3.72 11.22

Diluted (Rs per share) 3.72 11.22

OPERATIONS:

During the financial year under review, the Company earned the Total Income of Rs. 3471.46 lacs as against Rs. 4094.21 lacs in the previous year and the Net Profit After Tax of Rs. 218.87 lacs as against Rs. 674.06 lacs in the previous year, decreased by 15.21% and 67.53%, respectively.

The Management Discussion and Analysis, which forms part of this Annual Report, provides the strategic direction and detailed analysis on the performance of the Company and future outlook.

DIVIDEND:

Your Directors proposed a final dividend of Rs. 1.50/- per share on the equity shares of Rs. 10/- each in the Company for the financial year ended on 31st March 2012 subject to approval of Shareholders at the ensuing Annual General Meeting. The same would be paid to the shareholders in due course after the approval in the Annual General Meeting.

FIXED DEPOSITS:

Your Company has not accepted any deposits from the public within the meaning of Section 58-A of the Companies Act, 1956, read with the Companies (Acceptance of Deposit) Rules, 1975.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

As the Company is a service Company, the activities of the Company are not energy intensive. However, the Company recognises the necessity of conservation of energy and technology absorption, though it is not practicable to quantify the same in monetary terms.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The statement showing the Foreign Exchange Earnings and Outgo during the financial year under review is given in Annexure forming part of this Directors' Report.

PARTICULARS OF EMPLOYEES:

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors' Report. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Chairman and Managing Director at the Registered Office of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed.

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, 2012 and of the profit of the Company for the year ended 31st March, 2012.

3. Proper and sufficient care has been taken 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.

4. The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

In compliance with Clause 49 of the Listing Agreements entered into with the Stock Exchanges, a Report on the Corporate Governance, along with the certificate from the Statutory Auditors of the Company on compliance with the provisions of the said Clause is annexed and forms part of the Annual Report.

STOCK EXCHANGE LISTING:

The shares of your Company are listed at the Bombay Stock Exchange and Delhi Stock Exchange. The Company has paid the Annual Listing Fees for the financial year 2012-2013 to both of these stock exchanges.

DIRECTORS:

Mr. Suresh G. Bharwani and Mr. Jitu G. Bharwani, Directors of the Company, will retire by rotation at ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. Your Directors recommend their re-appointment.

Mr. Suresh G. Bharwani and Mr. IMandu G. Bharwani were re-appointed at the Board Meeting held on 10th February 2012 as Managing Director and Joint Managing Director for a period of 3 years commencing from 25th February 2012 and subject to approval of Central Government for the remuneration payable to each of them respectively. The Shareholders' approval to their appointment was obtained by way of postal ballot, the results of which have been declared on 28th May 2012.

AUDIT REPORT:

The Audit Report on the Audited Annual Accounts of the Company for the financial year 2011-12, which forms part of this Annual Report, is self-explanatory.

AUDITORS:

M/s. Suresh Surana & Associates, Chartered Accountants, Mumbai, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received confirmation from them that their appointment, if made, would be within the limit prescribed under Section 224(1 B) of the Companies Act, 1956. Your Directors recommend the re-appointment of M/s. Suresh Surana & Associates, Chartered Accountants, Mumbai, as the Statutory Auditors of the Company, to hold the office as such till the conclusion of the next Annual General Meeting.

EMPLOYEE RELATIONS:

Human resource continues to be your Company's most treasured asset. Your Company has created a favourable work environment which encourages the capability building and development of requisite skills at all levels. The open work culture and prompt and frequent communication with the employees have enabled your Company to attract, retain and develop talent.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and Members. Your Directors also convey their deep sense of appreciation to the employees of the Company at all the levels for their enormous efforts as well as collective contribution to your Company.

By Order of the Board

Sd/-

Suresh G. Bharwani

Chairman and Managing Director

Place: Mumbai

Date : 28th May, 2012

Registered Office:

401, Bussa Udyog Bhavan,

Tokersi Jivraj Road, Sewri (W),

Mumbai-400 015

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Mar 31, 2011

The Members,

The Directors have pleasure in presenting their Twenty Seventh Annual Report on the business and operations along with the Audited Financial Statements of the Company for the financial year ended 31st March, 2011:

FINANCIAL RESULTS:

(Amount in Rs.)

Particulars Current Year Previous Year

Total Income 407,466,301 467,616,239

Profit before Interest, Depreciation and Tax 118,893,298 167,721,940

Less: Interest 1,80,195 1,156,347

Profit before Depreciation and Tax 118,713,103 166,565,593

Less: Depreciation 19,542,107 20,391,156

Profit before Tax 99,170,996 146,174,437

Less: Provision for Tax (31,600,000) (47,400,000)

Deferred Tax (121,810) (630,855)

Wealth Tax (43,370) (56,000)

Net Profit After Tax 67,405,816 98,087,582

Short provision for income tax for earlier years 1,337,259 Nil

Balance brought forward from previous year 155,418,232 106,734,336

Balance available for appropriation 221,486,789 204,821,918

Appropriations

Interim Dividend 17,667,000 17,667,000

Proposed Dividend Nil 11,778,000

Tax on Dividend 2,934,268 3,002,507

Tax on Proposed Final Dividend Nil 1,956,179

Transfer to General Reserve 10,000,000 15,000,000

Balance carried to the Balance Sheet 190,885,521 155,418,232

Earnings Per Share: Basic (Rs. per share) 11.45 16.66

Diluted (Rs. per share) 11.45 16.66

OPERATIONS:

During the financial year under review, the Company earned the Total Income of Rs. 4074.66 lacs as against Rs. 4676.16 lacs in the previous year and the Net Profit After Tax of Rs. 674.06 lacs as against Rs. 980.88 lacs in the previous year, decrease by 12.86% and 31.28% respectively.

The Management Discussion and Analysis, which forms part of this Annual Report, provide the strategic direction and detailed analysis on the performance of the Company and future outlook.

DIVIDEND:

Your Directors had declared the interim dividend of Rs. 3/- per share on the equity shares of Rs. 10/- each in the Company in February 2011. The Directors recommend the same interim dividend as final dividend for the financial year 2010-11.

FIXED DEPOSITS:

Your Company has not accepted any deposits from the public within the meaning of Section 58-A of the Companies Act, 1956, read with the Companies (Acceptance of Deposit) Rules, 1975.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

As the Company is a service Company, the activities of the Company are not energy intensive. However, the Company recognizes the necessity of conservation of energy and technology absorption, though it is not practicable to quantify the same in monetary terms.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The statement showing the Foreign Exchange Earnings and Outgo during the financial year under review is given in Annexure forming part of this Directors' Report.

PARTICULARS OF EMPLOYEES:

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors' Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Chairman and Managing Director at the Registered Office of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed.

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, 2011 and of the profit of the Company for the year ended 31st March, 2011.

3. Proper and sufficient care has been taken 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.

4. The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

In compliance with Clause 49 of the Listing Agreements entered into with the Stock Exchanges, a Report on the Corporate Governance, along with the certificate from the Statutory Auditors of the Company on compliance with the provisions of the said Clause is annexed and forms part of the Annual Report.

STOCK EXCHANGE LISTING:

The shares of your Company are listed at the Bombay Stock Exchange and Delhi Stock Exchange. The Company has paid the Annual Listing Fees for the financial year 2011-2012 to both of these stock exchanges.

DIRECTORS:

Mr. Nandu G. Bharwani and Mr. Mehul K. Kuwadia, Directors of the Company, will retire by rotation at ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. Your Directors recommend their re-appointment.

Mr. Harish Modi, Alternate Director for Mr. Jitu Bharwani, passed away in February 2011.

AUDIT REPORT:

The Audit Report on the Audited Annual Accounts of the Company for the financial year 2010-11, which forms part of this Annual Report, is self-explanatory.

AUDITORS:

M/s. Suresh Surana & Associates, Chartered Accountants, Mumbai, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received confirmation from them that their appointment, if made, would be within the limit prescribed under Section 224(1B) of the Companies Act, 1956. Your Directors recommend the re-appointment of M/s. Suresh Surana & Associates, Chartered Accountants, Mumbai, as the Statutory Auditors of the Company, to hold the office as such till the conclusion of the next Annual General Meeting.

EMPLOYEE RELATIONS:

Human resource continues to be the Company's most treasured asset. Your Company has created a favourable work environment which encourages the capability building and development of requisite skills at all levels. The open work culture and prompt and frequent communication with the employees have enabled the Company to attract, retain and develop talent.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members. Your Directors also convey their deep sense of appreciation to the employees of the Company at all the levels for their enormous efforts as well as collective contribution to the Company.

By Order of the Board

Sd/- Suresh G. Bharwani Chairman and Managing Director

Place: Mumbai Date : 25th May, 2011

Registered Office: 401, Bussa Udyog Bhavan, Tokersi Jivraj Road, Sewri (W), Mumbai – 400 015

---

Mar 31, 2010

The Directors have pleasure in presenting their Twenty Sixth Annual Report on the business and operations along with the Audited Financial Statements of the Company for the financial year ended on 31st March, 2010:

FINANCIAL RESULTS:

(Amount in Rs.) Particulars Current Year Previous Year

Total Income 463,363,829 483,850,529

Profit before Interest, Depreciation and Tax 167,721,940 213,246,506

Less: Interest 1,156,347 (2,057,449)

Profit before Depreciation and Tax 166,565,593 211,189,057

Less: Depreciation 20,391,156 (17,500,706)

Profit before Tax 146,174,437 193,688,351

Less: Provision for Tax . (47,400,000) (65,000,000)

Fringe Benefit Tax - (1,600,000)

Deferred Tax (630,855) (2,545,573)

Wealth Tax (56,000) (95,000)

Net Profit After Tax 98,087,582 124,447,778

Balance brought forward from previous year 106,734,336 35,252,677

Balance available for appropriation 204,821,918 159,700,455

Appropriations

Interim Dividend 17,667,000 19,630,000

Proposed Dividend 11,778,000 -

Tax on Dividend 3,002,507 3,336,119

Tax on Proposed Dividend 1,956,179 -

Transfer to General Reserve 15,000,000 30,000,000

Balance carried to the Balance Sheet 155,418,232 10,67,34,336

Earnings Per Share: Basic (Rs. per share) 16.66 21.13

Diluted (Rs. per share) 16.66 21.13



OPERATIONS:

During the financial year under review, the Company earned the Total Income of Rs. 4633.64 lacs as against Rs. 4838.51 lacs in the previous year and the Wet Profit After Tax of Rs. 980.88 lacs as against Rs. 1244.48 lacs in the previous year, decrease by 4.23% and 21.18%, respectively.

The Management Discussion and Analysis, which forms part of this Annual Report, provide the strategic direction and detailed analysis on the performance of the Company and future outlook.

DIVIDEND:

Your Directors had declared the interim dividend of Rs. 3/- per share on the equity shares of Rs. 10/- each in the company. The Directors have further recommended a final dividend of Rs. 21- per share for the financial year 2009-10. Together with the interim dividend of Rs. 3/- per share, the total dividend for the F.Y. 2009-10 works out to Rs. 5/- per share.

FIXED DEPOSITS:

Your Company does not accept deposits from the public within the meaning of Section 58-A of the Companies Act, 1956, read with the Companies (Acceptance of Deposit) Rules, 1975.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

As the Company is a service Company, the activities of the Company are not energy intensive. However, the Company recognizes the necessity of conservation of energy and technology absorption, though it is not practicable to quantify the same in monetary terms.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The statement showing the Foreign Exchange Earnings and Outgo during the financial year under review is annexed as Annexure A and forms part of this Report.

PARTICULARS OF EMPLOYEES:

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Chairman and Managing Director at the Registered Office of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed.

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, 2010 and of the profit of the Company for the year ended 31st March, 2010.

3. Proper and sufficient care has been taken 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.

4. The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

In compliance with Clause 49 of the Listing Agreements entered into with the Stock Exchanges, a Report on the Corporate Governance, along with the certificate form the Statutory Auditors of the Company on compliance with the provisions of the said Clause is annexed and forms part of the Annual Report.

STOCK EXCHANGE LISTING:

The shares of your Company are listed at the Bombay Stock Exchange and Delhi Stock Exchange. The Company has paid the Annual Listing for the financial year 2010-2011 to both of these stock exchanges.

DIRECTORS:

Mr. C.V. Ramana and Mr. Rohit Puri, Directors of the Company, will retire by rotation at ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. Your Directors recommend their re-appointment,

AUDIT REPORT:

The Audit Report on the Audited Annual Accounts of the Company for the financial year 2009-10, which forms part of this Annual Report, is self-explanatory.

AUDITORS:

M/s Suresh Surana & Associates, Chartered Accountants, Mumbai, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received confirmation from them that there appointment, if made, would be within the limit prescribed under Section 224(1 B) of the Companies Act, 1956. Your Directors recommend the re-appointment of M/s Suresh Surana & Associates, Chartered Accountants, Mumbai, as the Statutory Auditors of the Company, to hold the office as such till the conclusion of the next Annual General Meeting.

EMPLOYEE RELATIONS:

Human resource continue to be the Companys most treasured asset. Your Company has created a favourable work environment which encourages the capability building and development of requisite skills at all levels. The open work culture and prompt and frequent communication with the employees have enabled the Company to attract, retain and develop talent.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members. Your Directors also convey their deep sense of appreciation to the employees of the Company at all the levels for their enormous efforts as well as collective contribution to the Company.

By Order of the Board Sd/- Suresh G. Bharwani Chairman and Managing Director Place: Mumbai Date: 30th May, 2010

Registered Office:

401, Bussa Udyog Bhavan, Tokersi Jivraj Road, Sewri (W), Mumbai-400 015