Jump Networks Ltd Directors Report.

Dear Members,

The Directors of your Company are pleased to present the 26th Annual Report together with the Audited Financial Statement for the Financial Year ended on March 31, 2019.

1. Financial Results.

The highlights of the financial performance for the year ended March 31, 20198 are as under:

(Amt. in Rs. in Lakhs)
Particular 2018-19 2017-18
Revenue from operation 6688.80 6466.34
Other Income 7.85 -
Total Revenue 6696.66 6466.34
Less : Expenditure 6653.51 6.436.47
Profit before Tax 43.15 29.87
Prior period Expenses - -
Less : Current Income Tax - -
Less : Deferred Tax 3.33 -
Profit / Loss After Tax 39.82 29.87
Earnings Per Share (Basic) 0.04 0.03
Earnings per Share (Diluted) 0.04 0.03

2. Performance of the Company.

During the year under review your company recorded a top line growth of 3.56% YoY. The total revenue stood at Rs. 6696.66 lakhs as compared to Rs. 6466.34 last year. Your company has seen 1.5 times (i.e. 44.57 %) YoY growth in EBITA. Your company has been able to perform exceptionally well in the challenging environment. Even though the revenue growth was muted due to the overall slowdown, your company has been able to improve the bottom line due to its operational efficiency.

There are no material changes and commitment occurred during the period which affects the financial position of the Company.

Further, there is no change in the nature of business of the Company

3. Dividend.

The Board of Directors of the Company in their meeting held on 29th May, 2019 has declared an Interim Dividend of Rs. 0.01 (One Paise) per Equity Shares. Further, the Board of Directors has not proposed any final Dividend in ensuing Annual General Meeting of the Company.

4. Transfer to Reserves.

Your Company has not transferred any amount to reserves during the year under the review.

5. Public Deposits.

The Company has not accepted/renewed any deposits during the year.

6. Share Capital.

Authorized and Paid-up Share Capital

The Authorized Share Capital of the Company as on March 31, 2019 was Rs. 70,00,00,000 divided into 14,00,00,000 Equity shares of Rs. 5 each and the Paid up capital was Rs. 49,98,10,550 divided in to 9,99,62,110 shares of Rs.5 Each fully paid-up. Furthermore, the company has increased its Authorized Share Capital from Rs. 70,00,00,000 divided into 14,00,00,000 Equity shares of Rs. 5 each to Rs. 75,00,00,000 divided into 15,00,00,000 Equity shares of Rs. 5 each in the Extra Ordinary General Meeting dated 5th April, 2019.

7. Subsidiaries, Joint Venture & Associates Companies.

As on March 31, 2019 the Company does not have any Subsidiary, Joint Venture or an Associate Company. The provisions of Section 129 (3) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2013 containing a statement of subsidiaries in the form AOC-1 is not applicable to the Company.

8. Statutory Auditor.

M/s Tejas Nadkarni & Associates, Chartered Accountants, Mumbai (ICAI Registration No. FRN 135197W) Statutory Auditors of the Company has tendered their resignation. The Board of Directors of the Company has proposed appointment of M/s. MSKA & Associates, Chartered Accountant, Mumbai (ICAI Registration No. FRN 105047W) as Statutory Auditor to fill casual vacancy caused due to resignation of erstwhile Auditor.

Auditors Report

There are no adverse observations of the Auditors on the financial statements of the company. The

Auditors Report, read with the relevant notes to accounts is self-explanatory and therefore does not require further explanation. The Auditors Report forms part of this Annual Report.

9. Secretarial Auditor.

The company has engaged M/s. NKM & Associates, Practicing Company Secretary as Secretarial Auditor to conduct Secretarial audit for the year 2018-19. The report on secretarial audit is annexed as

Annexure-1 to the Boards Report.

Secretarial Audit Report

The report does not contain any qualification, reservation or adverse remark.

10. Internal Auditor.

In the current financial year, the Company has engaged M/s Ajay Sharma and Associates (Firm Registration No. 137003W), Chartered Accountants as Internal Auditor to conduct Internal audit for the year 2019-20. The Internal Auditor will report to Board of Directors. The internal audit will help company to review the operational efficiency and assessing the internal controls. It also reviews the safeguarding of assets of the Company. Their appointment is made as per section 138 of the Companies Act, 2013.

11. Certificate by Managing Director and Chief Financial Officer.

A certificate from Managing Director and Chief Financial Officer confirming the correctness of the financial statement, adequacy of the Internal Control measures and reporting of matters to the Auditors and Audit Committee forms as integral part of this Report as Annexure 2.

12. Secretarial Standards.

The Company complies with the applicable Secretarial Standards issued by the Institute of the Companies Secretaries of India.

13. Board of Directors and the Key Managerial Personnel.

13.1 Changes in directors and key managerial personnel:

Appointments and Cessation:

The Board of Directors of the has appointed Mr. Abhishek Sanga and Mr. Bharat Chawla as Additional Non-Executive Director on 14th January, 2019 and 08th February, 2019respectively on recommendation of the Nomination & Remuneration Committee to hold office till commencement of ensuing Annual General Meeting of Company. Further, the Board of directors of the Company has proposed the resolutions for regularisation of both the directors to notice of ensuing Annual General Meeting of the Company.

Mr. Bhim Chaudhrywas appointed as Non-Executive Director by the Members of the Company on Extra Ordinary General Meeting dated 05th April, 2019 and Mr. Omkar Gadre, Chief Executive Officer, resigned from the Company with effect from 14th January, 2019, to fill the vacancy Mr. Manav Kumar was appointed by the Board as Chief Financial Officer of the Company with effect from 14th January, 2019.

Further, Mrs. Payal Garodia was appointed by the Board as Company Secretary and Compliance officer of the Company with effect from 10th December, 2018.

Mr. Mayank Kotadia resigned from the position of Non-Executive Director of the Company with effect from 08th March, 2019. Mr. Mitesh Jani, Executive Directors, resigned from the Company with effect from 14th January, 2019. Your Directors would like to record their appreciation for the services rendered by the both of the directors.

Retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the rules framed thereunder, Mr. Bhim Chaudhry, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors of the Company has recommended to the Members, to pass a resolution for re-appointment of Mr. Bhim Chaudhry, as Director of the Company.

Necessary resolutions relating to Director who are seeking appointment/re-appointment are included in the Notice of Annual General Meeting. The relevant details of the said Directors are given in the Notes/annexure to the Notice of the Annual General Meeting.

Key Managerial Personnel

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company:

Mr. Yogendra Bagree, Managing Director Mr. Manav Kumar, Chief Financial Officer * Mr. Payal Garodia, Compliance Officer *Mr. Manav Kumar was appointed as a Chief Financial Officer of the Company w.e.f14thJanuary,2019 due to resignation of Mr. Omkar Gadre, the erstwhile Chief Financial Officer of the Company.

13.2 Board Meeting

The Board meets at regular intervals to, inter-alia, discuss about the Companys policies and strategy. The notice for the Board/Committee meetings is also given in advance to all the Directors. The details about the Board meetings are given at length in Report on Corporate Governance forming part of this Annual Report.

13.3 Board Committees

The Details of all the committees along with their composition, terms of reference and meetings held during the year are provided in the "Report on Corporate Governance" which forms part of this Annual Report.

13.4 Declaration by Independent Directors

All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also confirmed that they meet the requirements of ‘Independent Director as mentioned under Regulation 16(1) (b) of the Listing Regulations.

The above confirmations were placed before the Board and duly noted.

14. Directors Responsibility Statement.

Pursuant to the requirements under Section 134(3) (c) read with the Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relation to material depend there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. Policy on Directors Appointment and Remuneration.

The Policies of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act, have been uploaded on the website of the Company www.irismediaworks.net

16. Internal control systems and their adequacy.

The Company has in place adequate internal financial controls with reference to financial statements. The Company has adopted an Internal Financial Control Framework policy and Procedure document in to ensure orderly and efficient conduct of the business, accuracy and completeness of the accounting records and timely preparation of financial reports.

17. Transfer of Unclaimed Dividend to Investor Education and Protection Fund.

During the year under review, the Board of Directors of the Company in their meeting held on 29th May, 2019 has declared an Interim Dividend of Rs. 0.01 (One Paise) per Equity Shares, list of unpaid/unclaimed dividend available at website of the Company i.e www.irismediaworks.net. Also, the Company was not required to transfer any amount to the Investor Education and Protection Fund established by the Central Government pursuant to provision of Section 125 (e) of the Companies Act, 2013.

18. Management Discussion & Analysis Report.

Pursuant to the provisions of Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015, a report on Management Discussion & Analysis for the year under the review forms part of this Annual Report.

19. Auditors Certificate on Corporate Governance.

In compliance with the provisions of Regulation 34 of the Listing Regulations read with the Schedule V to the said Regulations, the Corporate Governance Report of your company for the financial year ended March 31, 2019 and the certificate from M/s. N K M & Associates, Practicing Company Secretaries, on compliance with the provisions of Corporate Governance Requirement as prescribed under the listing Regulation, is annexed and forms part of this Annual Report.

20. Corporate Social Responsibility.

The criteria laid down under the section 135(1) of the Companies Act, 2013 are not applicable to our Company; hence no such committee is formed. The company has always tried in its best possible way to involve itself in social development activities.

21. Related Party Transaction.

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure- 3 in the prescribed Form AOC-2 and the same forms part of this report. All related party transactions are placed before the Audit Committee and Board of the Company for review and approval or Omnibus approval as permitted under law. Transactions with related parties, as per requirements Indian Accounting Standard (Ind AS) 24 are disclosed in the notes to accounts annexed to the financial statements.

The Company has framed policy in accordance with the provisions of the Companies Act, 2013 and Listing Obligation for Related Party Transaction, which is hosted on companys website: www.irismediaworks.net

22. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

There is no significant or material order passed during the year by any regulator, court or tribunal impacting the going concern status of the Company or its future operations.

23. Loan, Guarantee, and Investment under Section 186 of Companies Act, 2013.

The details of loans, investments, guarantee and securities as covered under provisions of Section 186 of the Companies Act, 2013 are disclosed in the Financial Statement forming part of this report.

24. Material changes and commitments affecting the financial position of the Company.

There has been no material changes and commitment affecting the financial position of the company which has occurred between the end of the financial year of the Company to which the financial statement relates and till the date of the report.

25. Particulars of Employees.

The information required under Section 197(12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure 5to the Boards Report.

The information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report.

26. Extract of Annual Return.

The extract of the Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with the Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form MGT-9 is enclosed herewith as Annexure 6.

27. Policies and Disclosures.

Nomination and Remuneration Policy

The Company has in place a Remuneration Policy for the Directors, KMP and other employees pursuant to the provision of the Companies Act, 2013 and Listing Regulations. The policy states criteria for determining qualifications, positive attributes, independence of directors and remuneration relating Directors, KMP, and other employees.

Further, in compliance with section 134(3) (e) of the Companies Act, 2013, the Nomination and Remuneration Policy is also placed on Companys website at www.irismediaworks.net

Risk Management Policy

Your Company has robust Risk Management Policy. The Risk Management policy of the Company promotes a proactive approach in reporting, evaluating and mitigating risk associated with the business. Mechanisms for identification and prioritization of risks include business risk environment scanning and focused discussions in the Risk Management Committee Meetings.

The company has a Risk Management Committee to monitor and review the Risk Management Plans for the Company. The Policy of Risk Management has been approved by Board of Directors and is placed on Companys Website at www.irismediaworks.net

The Details of Risk Management Committee, its terms of reference and elements of risk identified by the Company are set out in the Corporate Governance and Management Discussion and Analysis Report, forming the part of this Annual Report.

Sexual Harassment Policy

Jump Networks provides a plat form where equal opportunity is provided to its all employees and consciously strives to build a work culture that promotes the dignity of all employees. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has zero tolerance for sexual harassment at workplace and had adopted a Policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provision of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and the Rules and the same is hosted on the Companys Website at www.irismediaworks.net

Vigil Mechanism/Whistleblower Policy

Pursuant to Section 177(9) of Companies Act, 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and as per Listing Obligation Requirement, the Company has adopted the Whistle Blower Mechanism to provide a mechanism for any concerned person of the Company for the purpose of dealing with instance of frauds and mismanagement, if any and also ensure that whistleblowers are protected from retribution, whether within or outside organization. The company has hosted the same on its website www.irismediaworks.net

Code of conduct for prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading, under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code lays down guidelines for procedures to be followed and disclosures to be made by insiders while trading in the securities of the Company. Details of dealing in the Companys shares by Designated Persons are placed before the Audit Committee on a quarterly basis. The Company has also adopted a Code of Corporate Disclosure Practices, for ensuring timely and adequate disclosure of Unpublished Price Sensitive Information by the Company, to enable the investor community to take informed investment decisions with regard to the Companys shares The policy is uploaded on the Companys website and can be viewed at the Company website at www.irismediaworks.net

28. Conservation of energy, technology absorption, foreign exchange earnings and outgo.

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo as required under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are furnished in Annexure 4to this Annual Report.

29. Details of frauds reported by auditors under sub-section (12) of section 143.

Pursuant to section 134 (3) (ca) of the Companies Act, 2013, there were no frauds reported by the Statutory Auditor of the Company under Section 143 (12) of the Companies Act, 2013.

30. Material Changes and Commitments, if any, affecting the Financial Position of the Company which have occurred between the end of the Financial Year to which the Financial Statements relates and the Date of the Report.

There were no material changes and commitments, affecting the financial position of the Company occurred between the end of the financial Year to which this financial statement relates and up till the date of Report.

31. Change in taxation act and rules.

The Government of India has enacted GST Act 2017 along with IGST Act 2017, SGST Act 2017 and UTGST Act 2017 effective from July 1, 2017. Your Company has been updating & implementing new changes in GST law issued by Govt from time to time.

32. Human Resource.

Your Company is focused on building a high-performance culture with a growth mindset where employees are engaged and empowered to be the best they can be. The Company has well documented and updated policies in place to prevent any kind of discrimination and harassment, including sexual harassment. The Whistle Blower Policy plays an important role as a watchdog.

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report. During the year, there have been no complaints alleging child labour, forced labour, involuntary labour and discriminatory employment.

33. Acknowledgement

Yours Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation extended by the shareholders, customers, suppliers, bankers and other business associates. Your Directors gratefully acknowledge the on-going co-operation and support provided by the Central and State governments and all Regulatory Authorities. Your Directors also place on record their deep sense of appreciation to all employees for their dedicated services rendered at various levels.

For Jump Networks Limited
(Formerly Known as Iris Mediaworks Limited)
Sd/-
Abhishek Sanga
Date: September 05, 2019 Chairman
Place: Mumbai DIN: 08309127