jupiter infomedia ltd Management discussions

The management of Jupiter Infomedia Limited accepts responsibility regarding the objectivity and integrity of the information and financial statements. The financial statement has been accounted for in the most authentic and prudent way possible. The form and substance of transaction rationally presents the state of affairs, profile and cash flow for the year 2022-2023.

The Company

Jupiter Infomedia Limited (the Company), founded in 2005 is a web-infomedia company that owns and manages three distinct online portals related to Business (JimTrade.com), Encyclopedia (IndiaNetzone.com), Yellow pages (JimYellowpages.com) and SME news Portal (Jimsmenews.com). With these four leading portals the company gained over a decades experience in e - commerce.

JimTrade.com

JimTrade.com is Indias largest Business-to-Business (B2B) Directory with a database of 5,00,000+ product profiles listed under 21,000+ product categories. JimTrade aims to be a profitable sourcing tool for B2B buyers to help them save on procurement cost with competitive pricing from multiple manufacturers across India.

IndiaNetzone.com

IndiaNetzone is the largest free encyclopedia of India with lakhs of articles providing in-depth information on Arts, Entertainment, Health, Sports, Society, Travel and anything that is related to India. These articles are researched and written by a well-trained editorial team at Kolkata. During the last year, thousands of new articles have been developed and updated. These articles are regularly updated to offer impeccable information to the readers.

IndiaNetzone.com has more than 1,00,000 subscribers for weekly e-newsletter which helps them stay informed about latest published articles on the portal. Readers are allowed to subscribe for the particular topic of their interest on IndiaNetzone, which in turn creates a specific target reader group for each section of this online encyclopedia.

For IndiaNetzone.com, the Company entirely intends to focus on quality content development with in-depth information as the project has endless scope for research and content creation. The content focuses on eccentric and rare facts about India that gives long-term value to information provided. The Company has invested its resources to enhance the websites visibility and content base. As a result, the website has achieved a remarkable 50 percent increase in its viewership. The Companys dedication to this process continues, and it anticipates further improvements in quality and visibility in the coming year.

JimYellowpages.com

JimYellowPages.com is an online Yellow-page Directory of India that provides comprehensive information about 2,00,000+ Indian Business Organizations and Companies along with their complete details like contact, products and services. The database of this portal is continuously updated throughout the year to stay at par with the current market requirement.

1. Industry Structure and developments.

Indian e-commerce market has shown tremendous growth in last few years with the recent digital transformation and is expected to increase by more than 50% in the coming years.

During the last financial year, the Company made significant strides in its growth and expansion. One noteworthy development was the acquisition of Netlink Solutions (India) Ltd., a B2B solutions provider through exhibitions and events, print, and digital media. The Company acquired substantial stakes in Netlink Solutions (India) Limited, a Company listed on BSE Limited, during 2021-22, thereby making it a subsidiary company of Jupiter Infomedia Limited. This acquisition has proven to be highly profitable and has shown remarkable growth since the takeover.

Jineshwar Securities Private Limited, a wholly owned subsidiary of the Company, has contributed significantly to the growth of the Companys growth during the last financial year. With its focus on investment in equity shares based on extensive market research, Jineshwar Securities Private Limited performed exceptionally well last year and continues to deliver impressive results. It remains a vital component of the Companys investment portfolio.

2. Opportunities in Internet based Business

India has the fastest growing e-commerce sector in the world, and this is expected to multiply in next couple of years. With this massive scope of internet business there will be an enormous increase in the opportunities for advertisements in digital media.

3. Threats

Being the Company is in technology segment, the company faces the risk of obsolescence on account of innovation or new product development.

The portals have direct competition from other portals and publications in terms of revenue generation.

4. Segment-wise or product-wise performance.

The Companys business activity is bifurcated in two segments namely Web based Solutions and Investments services. Accordingly, the performance is given below:

(Rs. In thousand)

Particulars	2022-2023	2021-2022
Segment Revenue
Web based Solution /Software Development	908	651
MagaZine /Info Media	58,008	-
Exhibition Management	487	3,562
Investments/Treasury	45,549	49,524
Unallocated	5,320	1,743
Total	1,10,272	55,480
Segment results
Web based Solution /Software Development	(2,946)	(3,059)
MagaZine /Info Media	51,701	(766)
Exhibition Management	(1,059)	173
Investments/Treasury	16,893	10,069
Unallocated	(1,710)	(852)
Profit before tax	62,879	5,565
Segment Assets
Web based Solution /Software Development	29,554	33,979
MagaZine /Info Media	32,757	29
Exhibition Management	4,375	5,875
Investments/Treasury	1,58,696	122,789
Unallocated	24,223	22,836
Total	2,49,605	1,85,508
Segment Liability
Web based Solution /Software Development	357	205
MagaZine /Info Media	9,085	1
Exhibition Management	-	2
Investments/Treasury	2,651	2,497
Unallocated	2,445	148
Total	14,538	2,853

4. Outlook

MSME sector is considered to be the backbone of Indian economy contributing to 45% of the total industrial output of the country. Considering all these factors, the four leading verticals of Jupiter Infomedia Limited shows immense growth opportunities in the near future.

5. Risk and concerns.

The Company faces general risk inherent in any business, including political, legal, geographical, economic, environmental etc. and takes appropriate steps to mitigate them and reduce their impact to the extent possible. The Company has continued its drive towards stringent cost-cutting measure and adopted continuous review of its activities.

6. Internal Control System and their adequacy.

The Company remains committed to maintain internal control systems and procedures designed to provide reasonable assurance for orderly and efficient conduct of business and security of its assets and for preventing their unauthorized use or disposition and detecting frauds or irregularities, if any.

The Company has laid enormous significance to develop internal control systems relating to all aspects of the business and has well-documented operational plans & policies which are key to any organization for operational efficiency at all levels. The internal control system is designed to ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.

Additionally, the Statutory Auditors, as a part of the audit process, review IT systems for effectiveness of the controls. The Statutory Auditors also present their observations to the Audit Committee on financial statements including the financial reporting system.

7. Discussion on financial Operational with respect to Performance.

Share Capital

The paid-up share capital of the company as on March 31, 2023, stands at Rs. 1002 Lakhs divided into 1,00,20,000 equity shares of Rs. 10/- each fully paid up.

Reserves and Surplus

The Reserves and Surplus is Rs. 45.29 Lacs as at the end of the financial year 2022-23.

Total Income

The total income during the year was Rs. 75.76 Lacs.

Profit / Loss

Profit after tax for the year was Rs. 16.37 Lacs during the year as against the loss incurred of Rs. 8.92 Lacs in the previous year.

8. Material developments in Human Resources / Industrial Relations front, including number of people employed.

Our people are our key assets. We have been able to create a work environment that encourages proactiveness and responsibilities. The relationship with employees has been harmonious during the year. The company continues to lay emphasis on developing and facilitating optimum human performance. During the year, the number of employees on-roll is 2.

9. Details of significant changes (i.e., change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations therefor, including:

Particulars	2022-2023	2021-2022
Debtors Turnover (times)	48.40	5.65
Inventory Turnover (times)*	-	-
Interest Coverage Ratio (times) #	-	-
Current Ratio (times)	50.64	15.59
Debt Equity Ratio (times)#	-	-
Operating Profit Margin (%)	-	-
Net Profit Margin (%)	71.97	-405.45
Return on Net Worth (%)	2.08	-1.38

* Not Applicable as the Company does not have inventory.

# Not Applicable as the Company does not have any debts.

The debtors turnover ratio improved to 48.40 times in FY 2022-2023 as against 5.65 times in the previous year primarily due to better collection efforts and significant improvements in credit management process and increase in turnover.

The change in Current Ration from 15.59 times in previous year to 50.64 times in financial year 2022-2023, Net Profit Margin has increased from -405.45 % in previous year to 71.97 % in financial year 2022-2023 and Return on Net Worth increased from -1.38% in previous year to 2.08% in financial year 2022-2023 are due to increase in sales as compared to previous year.

cautionary statement

Statement in the Management Discussion and Analysis describing the Companys objectives, projections, estimate, expectations on a go "forward - looking statements” are within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could influence the Companys operations include economic developments within the country, demand and supply conditions in the industry, input prices, changes in government regulations, tax laws and other factors such as litigation and industrial relations.

Corporate Governance Report for the Year 2022-23 Companys Philosophy

Good Governance is an integral part of the Companys business practices based on the philosophy of transparency, adequate disclosure, fairness to all and independent monitoring and supervision. The strong internal control systems and procedures, risk assessment and mitigation procedures and code of conduct for observance by the Companys Directors and Employees are conducive in achieving good Corporate Governance practices in the Company.

A detailed disclosure on the Board of Directors, Shareholders and Stock Performance are given here below:

Board of Directors Composition

The Board as on March 31, 2023, comprises of optimum combination of Executive and Non-Executive Directors. There are six directors out of which one director is a Managing Director and one director is a Whole-Time Director including a woman director. They are responsible for the day-to-day management of the Company subject to the supervision, direction and control of the Board of Directors including Four directors who are Non-Executive Independent Directors.

The composition of the Board of Directors of the Company is in conformity with Regulation 17 of the SEBI LODR Regulations, 2015. The Company has an optimum combination of Executive and Non-Executive Directors.

The names and categories of Directors, the number of Directorships and Committee positions held by them are tabulated below.

Name of Director	Designation	No. of Shares in the Company	No. of Directorship in Public Limited Companies	Members hip held in Committ ee	Chairmansh ip held in Committee	List of Directorship held in Other Listed Companies and Category of Directorship
Mr. Umesh Modi	Promoter/ Executive Chairman & MD	30,50,500	Nil	Nil	Nil	Nil
Mrs. Manisha Modi	Promoter/ Executive Director, WTD & CFO	32,62,500	Nil	Nil	Nil	Nil
Mr. Jay Desai	Independent non-Executive Director	Nil	Nil	Nil	Nil	Nil
Mr. Digesh Rambhia	Independent non-Executive Director	Nil	Nil	Nil	Nil	Nil
Mr. Akshay Desai	Independent non-Executive Director	10,386	Nil	Nil	Nil	Nil
Mr. Anil Kumar Agrawal	Independent non-Executive Director	Nil	1	2	2	Gee Limited (NonExecutive - Independent Director)

Mr. Umesh Modi and Manisha Modi are husband and wife, no other Directors has any inter-se relationship with other Directors.

The Company through periodical presentation to Board of Directors and various Committees of Directors provides an opportunity to independent directors to facilitate their active participation and familiarize them with the Companys business. Familiarization Programmes for Independent Directors is displayed on companys website at the weblink - https://iupiterinfomedia.com/investors info.htm .

The directorship as stated above excludes directorship held in Private Companies, Foreign Companies, Companies formed under Section 8 of the Companies Act, 2013 and directorship held in Jupiter Infomedia Limited. Membership/ Chairmanship in Committee of Directors includes Audit Committee and Stakeholders Relationship/ Grievance Committee of Directors only. This does not include Membership/ Chairmanship in Committee of Directors of Jupiter Infomedia Limited.

Number of Board Meetings and Attendance Record of Directors

The Board meets at least once in a quarter to consider amongst other business, the performance of the Company and financial results. The particulars of Board Meetings held during 2022-2023 as well as attendance of Directors at the Board Meetings and the last AGM are given here below:

Number of Board Meetings held during 2022-23: 5 Meetings
	1. 06.05.2022
	2. 29.07.2022
	3. 26.08.2022
	4. 08.11.2022
Date of Board Meetings	5. 30.01.2023

Attendance Record of Board of Directors

Name of the Director	Number of Board Meetings Held	Number of Board Meetings Attended	Whether attended last agm held on 22.09.2022
Mr. Umesh Modi	5	5	Yes
Mrs. Manisha Modi	5	5	Yes
Mr. Jay Desai	5	3	Yes
Mr. Digesh Rambhia	5	2	Yes
Mr. Akshay Desai	5	5	Yes
Mr. Anil Kumar Agarwal	5	4	No

Meeting of Independent Directors and Attendance Record

The Companies Independent Directors are required to meet at least once every year to deal with matters listed out in Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013 which inter-alia includes, review the performance of non-independent directors, Chairman and the Board as a whole and assess the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary to perform the duties by the Board of Directors. Meeting of Independent Directors was held twice during the period under review on April 04, 2022, and March 30, 2023.

Attendance Record of Meetings of Independent Directors

Name ot the Director	Number ot Meetings held	Number ot Meetings attended
Mr. Jay Desai	2	2
Mr. Digesh Rambhia	2	2
Mr. Akshay Desai	2	2
Mr. Anil Kumar Agarwal	2	2

independent directors confirmation by the board

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence as specified in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

Code of Conduct

The Company has always encouraged and supported ethical business practices in personal and corporate behaviour by its directors and employees. The Company has framed a Code of Conduct for the members of the Board of Directors and Senior Management Personnel of the Company. The full text of the Code has been hosted on www.iupiterinfomedia.com.

Audit Committee

The Board of Directors has constituted an Audit Committee of Directors and empowered the Committee to deal with all such matters which it may consider appropriate to perform as audit committee including items specified in Section 177(4) of the Companies Act, 2013 (as may be modified/amended from time to time), items specified in Part C of Schedule II in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 under the head role of audit committee (as may be modified/amended from time to time) and such matters as may be assigned from time to time by the Board of Directors.

Extracts of Terms of Reference of Audit Committee Charter

The Audit Committee meets at frequent intervals and the terms of reference of the Audit Committee as required under Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI LODR Regulations, 2015 covers points as mentioned below:

1) Overseeing the Companys financial reporting process and disclosure of its financial information to ensure that its Financial Statements are correct, sufficient and credible;

2) Recommending to the Board the appointment, re- appointment and replacement, remuneration and terms of appointment of the statutory auditor of the Company and the fixation of audit fee;

3) Reviewing and monitoring the statutory auditors independence and performance, and effectiveness of audit process;

4) Approving payments to statutory auditors for any other services rendered by the statutory auditors;

5) Reviewing, with the management, the Annual Financial Statements and Auditors Report thereon before submission to the Board for approval, with particular reference to:

(a) matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

(b) changes, if any, in accounting policies and practices and reasons for the same;

(c) major accounting entries involving estimates based on the exercise of judgment by management;

(d) significant adjustments made in the financial statements arising out of audit findings;

(e) compliance with listing and other legal requirements relating to financial statements;

(f) disclosure of any related party transactions;

(g) modified opinion(s) in the draft audit report;

6) Reviewing, with the management, the Quarterly, Half-Yearly and Annual Financial Statements before submission to the Board for approval;

7) Reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter. This also includes monitoring the use/ application of the funds raised through the proposed Offer by the Company;

8) Approval or any subsequent modifications of transactions of the Company with related parties;

9) Scrutinizing of inter-corporate loans and investments;

10) Valuing of undertakings or assets of the Company, wherever it is necessary;

11) Evaluating of internal financial controls and risk management systems;

12) Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances;

13) Reviewing, with the management, the performance of statutory and internal auditors, and adequacy of the internal control systems;

14) Reviewing the adequacy of internal audit function if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

15) Discussing with internal auditors on any significant findings and follow up there on;

16) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

17) Discussing with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

18) Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, Shareholders (in case of non-payment of declared dividends) and creditors;

19) Reviewing the functioning of the whistle blower mechanism;

20) Reviewing the management discussion and analysis of financial condition and results of operations;

21) Approving the appointment of the Chief Financial officer or any other person heading the finance function or discharging that function after assessing the qualifications, experience and background, etc. of the candidate; and

22) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

23) reviewing the utilization of loans and/ or advances from/investment by the company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision;

24) considering and commenting on rationale, cost- benefits and impact of schemes involving merger, demerger, amalgamation etc., on the company and its shareholders.

25) Statement of Deviations:

a. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of SEBI LODR Regulations, 2015.

b. Annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice in terms of Regulation 32(7) of SEBI LODR Regulations, 2015.

The Audit Committee met four (5) times during the year 2022-23. The Committee met on May 06, 2022, July 29, 2022, August 26, 2022, November 08, 2022 and January 30, 2023. The maximum time gap between any two meetings was not more than one hundred and twenty days. The Company Secretary of the Company acts as the secretary to the Committee.

The Attendance of each Committee Member is given below:

Name of Committee Member	Category	Number of Meetings held	Number of Meetings attended
Akshay Desai	Chairman, Non-Executive Independent Director	5	5
Jay Desai	Non-Executive Independent Director	5	2
Digesh Rambhia	Non-Executive Independent Director	5	3
Umesh Modi	Executive Director	5	5

Nomination and Remuneration Committee (NRC)

The Board of Directors has constituted a Nomination and Remuneration Committee of Directors. The role of the Committee is to perform all such matters as prescribed under the Companies Act, 2013 and Schedule II - Part D about Role of Nomination and Remuneration Committee of Directors under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, which inter alia includes - recommendation to Board of Directors, the remuneration policy for the Company, formulation of criteria for performance evaluation of directors, Board and Committee, appointment of Director, appointment and remuneration of Whole-time Director and Key Managerial Personnel. The Committee will also deal with matters as may be assigned from time to time by the Board of Directors. The detail policy has been posted on the website of the Company: www.iupiterinfomedia.com

Extracts of Terms of Reference of Nomination and Remuneration Committee Charter:

1. Formulating the criteria for determining qualifications, positive attributes and independence of a director and recommending to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2. Formulating of criteria for evaluation of the Independent Directors and the Board;3. Devising a policy on Board

Diversity;

4. Identifying persons who qualify to become directors or who may be appointed in senior management in accordance with

the criteria laid down, recommending to the Board their appointment and removal, and carrying out evaluations of every Directors performance;

5. Determining the companys policy on specific remuneration packages for Executive Directors including pension rights and

any compensation payment, and determining remuneration packages of such Directors;

6. Determine compensation levels payable to the senior management personnel and other staff (as deemed necessary), which

shall be market-related, usually consisting of a fixed and variable component including the matter relating to ESOP grants as per the scheme formulated by the Company;

7. Reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws;

8. Perform such functions as are required to be performed by the Compensation Committee under the Securities and Exchange

Board of India (Share Based Employee Benefits) Regulations, 2014.

9. Whether to extend or continue the terms of appointment of the independent director, on the basis of the report of Performance Evaluation of Independent Directors.

The Committee has formulated a guiding policy on remuneration for its Directors, Key Managerial Personnel and employees of the Company. The Committee has devised uniform performance evaluation criteria for directors including independent directors. During the year nomination and remuneration committee meeting was held on May 05, 2022 and July 29, 2022. The Committee consists of three Independent Directors and attendance of each Committee Member is as under:

Name of Director	Category	No. of meetings held in the financial year 2022-23	No. of meetings attended
Mr. Akshay Desai	Chairman, Non-Executive Independent Director	2	2
Mr. Jay Desai	Non-Executive Independent Director	2	1
Mr. Digesh Rambhia	Non-Executive Independent Director	2	2

Board Evaluation process

One of the key functions of the Board is to monitor and review the Board evaluation framework. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria for the performance of the Chairman, the Board, Board Committees and Executive / Non-Executive / Independent Directors.

For facilitating the evaluation of performance, questionnaires were framed separately for the evaluation of Board, the Committees, the individual directors and the Chairperson. The questionnaires were circulated to the Board members via individual emails with user specific login credentials for all Board Members. On completion of Board Evaluation process, the Report and summary results of the filled-in questionnaires pertaining to the Board Evaluation for Financial Year 2022-23 was submitted to the Nomination and Remuneration Committee Chairman for his onward discussion with Board Members. The Evaluation process focused on various aspects of the functioning of the Board and Committees such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. Separate exercise was carried out to evaluate the performance of individual Directors on parameters such as attendance, contribution and independent judgment. It is specifically informed that directors subject to evaluation did not participate in the own evaluation process.

The results of the evaluation were shared with the Board, Chairman of respective Committees and individual Directors. Based on the outcome of the Evaluation, the Board and Committees have agreed on an action to further improve the effectiveness and functioning of the Board and Committees. The Chairman of respective Board Committees also shared the results of evaluation with the respective Committee Members.

The Nomination and Remuneration Committee also formulated the additional criteria of independence and independent judgment for the assessment of the performance of Independent Directors along with other criteria such as qualification, experience relevant to the industry, knowledge & competency, fulfillment of functions, ability to function as a team, initiative, availability and attendance, commitment, contribution and integrity as required under the guidelines provided by SEBI in respect of Board Evaluation.

This evaluation was led by the Chairman of the Nomination and Remuneration Committee with specific focus on the performance and effective functioning of the Board. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and SEBI LODR Regulations, 2015, and in consonance with Guidance Note on Board Evaluation issued by SEBI in January 2017. The Board evaluation was conducted through questionnaire having qualitative parameters and feedback based on ratings

Remuneration of Directors

The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and incentive (variable component) to its Executive Directors. Annual increments are decided by the Nomination and Remuneration Committee within the prescribed limit mentioned in Schedule V of Companies Act, 2013 and the same is effective from April 01, each year. The Nomination and Remuneration Committee decides on the incentive payable to the Executive Directors out of the profits for the Financial Year and within the ceilings prescribed under the Act based on the performance of the Company as well as that of the Executive Directors.

The Executive Directors are the employees of the Company and are subject to service conditions as per the Company policy.

(A) Remuneration to Non-Executive Directors

The Non-Executive Directors are paid remuneration by way of Sitting Fees. The Non-Executive Directors are paid Sitting Fees for each Meeting of the Board attended by them. The Non-Executive Director/Independent Directors do not have any material pecuniary relationship or transactions with the Company.

During the year 2022-23, the Company paid sitting fees of Rs. 1,000 per Board Meeting to Independent Directors for attending meetings of the Board. The Company also reimburses the out-of-pocket expenses incurred by the Directors for attending the meetings.

During the year, there were no other pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company. The Company has not granted any stock options to its Executive or Non-Executive Directors/ Independent Directors

(B) Remuneration to Executive Directors

The appointment and remuneration of Executive Directors i.e., Chairman and Managing Director and Whole Time Director is governed by the recommendation of the Nomination and Remuneration Committee, Resolutions passed by the Board of Directors and Shareholders of the Company and Agreement executed between them and the Company. The remuneration package of Executive Directors comprises of salary, perquisites and allowances, and contributions to Provident and other Retirement Benefit Funds as approved by the Shareholders at the General Meetings. Annual increments are linked to performance and are decided by the Nomination and Remuneration Committee and recommended to the Board for approval thereof. The remuneration policy is directed towards rewarding performance, based on review of achievements. It is aimed at attracting and retaining high calibre talent. The Nomination and Remuneration Policy is displayed on the Companys website viz. https://group. teamlease.com/. Presently, the Company does not have a stock options scheme for its Directors. Other disclosers relating to remuneration of Directors are as detailed below:

All pecuniary relationship or transactions of the nonexecutive directors vis-a-vis the listed entity	Non-Executive Directors has no pecuniary relationship or transactions other than sitting fees with listed entity
Criteria of making payments to non-executive directors. Alternatively, this may be disseminated on the listed entitys website and reference drawn thereto in the annual report	Criteria of making payments to non-executive director is provided on the website of the company at the weblink: “https://www.jupiterinfomedia.com/investors_info.htm”
All elements of remuneration package of individual directors summarized under major groups, such as salary, benefits, bonuses, stock options, pension etc.	In Package of Individual directors only “Basic” are including in it.
Details of fixed component and performance linked incentives, along with the performance criteria	There is no fixed component and performance linked incentives, along with the performance criteria
service contracts, notice period, severance fees;	There is no service contracts, notice period, severance fees;
Stock option details, if any and whether issued at a discount as well as the period over which accrued and over which exercisable	No stock option is granted at a discount as well as the period over which accrued and over which exercisable

Stakeholders Relationship/Grievance Committee of Directors

The Board of Directors has constituted a Stakeholders Relationship / Grievance Committee of Directors. The role of the committee is to consider and resolve the grievances of security holders and perform such roles as may require under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Continuous efforts are made to ensure that grievances are expeditiously redressed to the satisfaction of investors. Mrs. Mithali Khunteta, Company Secretary of the Company, acts as the Compliance Officer to the Committee. Since the Company did not receive any shareholders complaints during the year, the Company hold one meeting of the Committee on May 06, 2022.

The role of the committee shall inter-alia include the following:

1. Redressal of Shareholders/Investors Grievances;

2. Allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;

3. Issue of duplicate certificates and new certificates on split/ consolidation/renewal;

4. Non-receipt of declared dividends, balance sheets of the Company or any other documents or information to be sent by the

Company to its Shareholders;

5. Carrying out any other function as prescribed under Listing Obligations and Disclosure Requirements, Regulations, 2015

issued by SEBI; and

6. The Committee shall consider and resolve the grievances of the security holders of the listed entity including complaints related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends.

The Committee consists of three Directors and the attendance of each committee members are as under:

Name of Committee member	Category	Number of Meetings held	Number of Meetings attended
Akshay Desai	Chairman, Non-executive Independent	1	1
Digesh Rambhia	Non-executive Independent Director	1	1
Umesh Modi	Executive director	1	1

Details of Shareholders Complaints received solved and pending share transfers.

The total number of complaints received and resolved during the year ended March 31, 2023, was none. There were no complaints outstanding as on March 31, 2023. The number of pending share transfers and pending requests for dematerialization as on March 31, 2023 were NIL. Shareholders/ Investors Complaints and other correspondence are normally attended to within seven working days except where constrained by disputes or legal impediments. No investor grievances remained unattended/ pending for more than thirty days as on March 31, 2023.

Complaints pending as on April 01, 2022	0
Complaints received during the year	0
Complaints resolved during the year	0
Complaints pending as on March 31, 2023	0

The above table includes Complaints received from SEBI SCORES by the Company. SCORES is an online platform designed by SEBI to help investors to lodge their complaints pertaining to securities market against listed companies and/or listed intermediaries.

General body meetings:

The details of Annual General Meetings held during the last three years and special resolution passed thereat is as follows:

Fin. Year	Day, Date and Time	Venue	Special Resolution passed
2019 - 20	Tuesday, 29th September 2020 11.00 A.M.	Through Video Conferencing (VC) / Other AudioVisual Means (OAVM)	1. Re-appointment of Mr. Jay Desai as an independent non-executive Director of the company. 2. Re-appointment of Mr. Akshay Desai as an independent non-executive Director of the company.
2020-21	Tuesday, 28th September 2021 01.30 P.M.	Through Video Conferencing (VC) / Other AudioVisual Means (OAVM)	1. Re-Appointment of Mr. Umesh Modi as Managing Director of the Company
2021-22	Thursday, 22nd September 2022 11.00 a.m.	Through Video Conferencing (VC) / Other AudioVisual Means (OAVM)	1. To approve payment of remuneration to Mr. Umesh Modi, (DIN: 01570180) Managing Director and designated as Chairman and Managing Director ("CMD”) of the Company w.e.f. August 1, 2022 for the period of 3 years 2. To approve payment of remuneration to Mrs. Manisha Modi, (DIN: 02057625) Whole Time Director and designated as Executive Director and Chief Financial Officer (“ED & CFO”) of the Company w.e.f. August 1, 2022 for the period of 3 years.

Postal Ballot conducted during the year 2022-23: NIL

Skill/Expertise/Competenee of the Board of Directors:

The list of core skills / expertise / competencies identified by the Board of Directors required in the context of our business for it to function effectively and those available with the Individual Board members are as under:

	Mr. Umesh Modi	Mrs. Manisha Modi	Mr. Jay Desai	Mr. Digesh Rambhia	Mr. Akshay Desai	Mr. Akshay Desai
Industry Knowledge/Experie	nce
Awareness of applicable laws	?	?	?	?	?	?
Experience in managing risks associated with business	?	?	?	?	?	?
Governance Skills
Practical experience in best practices pertaining to transparency, accountability, and corporate governance	?	?	?	?	?	?
Technical Skills/Expertise
Knowledge of relevant technology and innovation	?	?	?	?	?	?
Specialized knowledge in an area or subject such as accounts, finance, auditing, marketing, construction, legal, strategy, engineering, etc.	?	?	?	?	?	?
Behavioural Competencies
Values, mentoring abilities, ability to positively influence people and situations, leadership skills, communication, and interpersonal skills, decision-making abilities, conflict resolution, adaptability, etc.	?	?	?	?	?	?

Related Party Transaction

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI LODR Regulations, 2015 during the Financial Year were on arms length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with Related Parties during the Financial Year. Related party transactions have been disclosed under significant accounting policies and notes forming part of the Financial Statements in accordance with “IND AS”. A statement in summary form of transactions with Related Parties in ordinary course of business and arms length basis is periodically placed before the Audit committee for review and recommendation to the Board for their approval. As required under Regulation 23(1) of the Listing Regulations, the Company has formulated a policy on dealing with Related Party Transactions. None of the transactions with Related Parties were in conflict with the interest of Company. All the transactions are on arms length basis and have no potential conflict with the interest of the Company at large and are carried out on an arms length or fair value basis. The Board of Directors has approved a policy for related party transactions which has been uploaded on the Companys website at the following link

https://iupiterinfomedia.com/investors info.htm.

Whistle Blower Policy/Vigil mechanism

The Company has put in place a Whistle Blower Policy to provide an open and transparent working environment and to promote responsible and secure whistle blowing system for directors and employees of the company to raise concern. The policy broadly covers instances of unethical behavior, actual or suspected fraud or violation of the companys code of conduct, alteration of documents, fraudulent financial reporting, misappropriation/misuse of companys assets, manipulation of companys data, pilferage of proprietary information, abuse of authority, etc. The policy provides adequate safeguard against victimization of director(s) / employee(s) who raise the concern and have access to the chairman of audit committee who is entrusted to oversee the whistle blower mechanism and that no person has been denied access to Audit Committee.

Policy for Material Subsidiary

The policy for material subsidiary as approved by the Board is available on the weblink of the Company https: //iupiterinfomedia.com/investors info.htm .

subsidiary companies

Regulation 16 of the Listing Regulations defines a “material subsidiary” to mean a subsidiary, whose income or net worth exceeds ten percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. Under this definition:

1. Jineshvar Securities Private Limited is a material subsidiary of the Company, formed on March 17, 1994 at Mumbai. Further, M/s. Chechani Soni & Co., Chartered Accountants (ICAI Firm Registration No. 007589C) are the Statutory Auditors of the Company, appointed for a period of 3 years, to hold office from conclusion of the 27th AGM of the Company held on October 25, 2021 till conclusion of the 30th AGM of the Company to be held in the year 2024 and

2. Netlink Solutions (India) Limited (Listed) has become a material subsidiary of the Company, which was formed on December 12, 1984 at Mumbai. Further, M/s. Ladha Singhal and Associates, Chartered Accountants (ICAI Firm Registration No. 120241W) are the Statutory Auditors of the Company, appointed for a period of 5 years, to hold office from conclusion of the 37th AGM of the Company held on September 29, 2022 till conclusion of the 42^nd AGM of the Company to be held in the year 2027.

Any Non-compliance, Penalties or Strictures Imposed

There has been no non-compliance by the Company nor were any penalties imposed or strictures passed against the Company by the Stock Exchanges, Securities and Exchange Board of India or any other statutory authority on any matter related to capital market in the last three years.

Means of Communication

The financial results of the Company for each quarter are placed before the Board of Directors within stipulated time. The quarterly financial results of the Company are normally published in Business Standard & Mumbai Lakshadeep.

Financial results and other useful information of the Company are also available on the Companys website https://iupiterinfomedia.com/investors announcements.htm .

certificate from company secretary in practice

M/s. Disha Kacholia, Practicing Company Secretary, has issued a certificate as required under the Listing Regulations, confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of the SEBI / Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed with this section as Annexure A.

fees to statutory auditor

Total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part. Details relating to fees paid to the Statutory Auditors are given in 29 to the Standalone Financial Statements and Note 31 to the Consolidated Financial Statements.

General Shareholder Information

Salient Items of Interest	Particulars
1. AGM Date, Time and Venue	August 17, 2023 at 11.00 A.M. Venue: The Company Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”), to transact the following Business. The proceedings of the Annual General Meeting (“AGM”) shall be deemed to be conducted at the Registered Office of the Company at 336, Laxmiplaza, Laxmi Indestate, New Link Road, Andheri West, Mumbai-400053 which shall be the deemed venue of the AGM.
2. Financial Year	01.04.2022-31.03.2023
3. Dividend payment date	Company has not paid any dividend in the Financial year.
4. Listing on Stock Exchange	BSE Limited, 25th Floor, Phiroze Jeejeebhoy Towers, Dalal St, Kala Ghoda, Fort, Mumbai, Maharashtra 400001. The requisite listing fees has been paid in full to the Stock Exchanges where the Companys shares are listed.
5. Companys Website	www.iupiterinfomedia.com
6. Stock Code/Symbol	534623/ JUPITERIN
7. ISIN	INE524N01014
8. Registrar & Share Transfer Agent	KFin Technologies Limited Karvy Selenium Tower B, Plot nos. 31-32, Gachibowl, Financial District, Nanakramguda, Hyderabad - 500 032, India Tel: +91 - 40 - 67161602 Fax: +91 - 40 -23420833 Website: http:\\www.karvy.com Email: einward.ris@karvy.com
9. Share Transfer System	Shares lodged in physical form with the company / its Registrars & Share Transfer Agents are processed and returned, duly transferred within the time frame under the applicable provisions of law. In respect of shares held in dematerialized mode, the transfer takes place instantaneously between the transferor, transferee, and the Depository Participant through electronic debit/credit of the accounts involved
10. Dematerialisation of shares and liquidity	As on this date of Annual Report 100% of the total issued, subscribed and paid- up equity share capitals of the Company are in Dematerialised form. The Equity Shares of the Company are regularly traded on the BSE Limited.
13. Outstanding GDRs/ADRs/warrants or any convertible instruments, conversion date and likely impact on equity	Nil
14. commodity price risk or foreign exchange risk and hedging activities;	The Company does not have any significant exposure to commodity price risk. Its exposure, in none of the individual commodities which are sourced for use as inputs in its business, is material in the context of its overall operations.
15. Plant location	Not Applicable
16. Address for Correspondence	336, Laxmi Plaza, Laxmi Industrial Estate, New Link Road, Andheri (W), Mumbai: 400053 Tel No: +91 -22-61979000.
17. list of all credit ratings obtained by the entity along with any revisions thereto during the relevant financial year, for all debt instruments of such entity or any fixed deposit programme or any scheme or proposal of the listed entity involving mobilization of funds, whether in India or abroad	Company has not issued any debt instrument.
18 Suspension of Trading	None of the securities of the Company were suspended from trading on stock exchanges during the year under review.

Market Price Data

Market price data on Bombay Stock Exchange are given below:

Month	Low (Rs.)	High (Rs.)	No. of equity shares traded
April 22	20.55	27.40	1,14,754
May 22	17.50	23.45	90,774
June 22	16.35	20.95	51,281
July ‘22	15.55	21.75	81,533
August 22	18.25	24.65	1,48,917
September 22	19.30	24.55	1,33,745
October 22	19.30	25.00	90,270
November 22	17.25	21.20	1,04,211
December 22	16.25	21.90	1,07,958
January 23	17.45	20.75	80,254
February 23	15.65	18.70	80,474
March 23	15.05	18.50	1,85,008

Performance of share price of the company in comparison to the BSE Sensex

Shareholdings as on March 31, 2023

Distribution of Equity Shareholding as on March 31, 2023

. of Equity Shares	Shareholders No.	Percentage	Amount	Percentage
. Upto 5000	4101	85.65	4629180	4.62
. 5001-10000	346	7.23	2915020	2.91
. 10001-20000	165	3.45	2531270	2.53
20001-30000	61	1.27	1572970	1.57
30001-40000	23	0.48	796540	0.79
. 40001-50000	21	0.44	992870	0.99
50001-100000	22	0.46	1478900	1.48
. 100001 &Above	49	1.02	85283250	85.11
Total:	4788	100	10,02,00,000	100

Categories of Shareholding as on March 31, 2023

. Description	Cases	Shares	% Equity
1. Resident Individuals	4657	25,49,259	25.44
2. Non-Resident Indians	12	7,704	0.08
3. Clearing Members	1	1,065	0.01
4. Promoters Individuals	4	73,30,000	73.15
5. Non-Resident Indian Non Repatriable	1	500	0.00
6. Bodies Corporates	7	29,899	0.30
7. H U F	106	1,01,573	1.01
Total:	4788	1,00,20,000	100

Non-Mandatory Requirements

Adoptions of non-mandatory requirements of the SEBI LODR Regulations, 2015 read with its Amendments are also reviewed by the Board from time-to time. The Company has duly fulfilled the discretionary requirements as prescribed in Schedule II Part E of the SEBI LODR Regulations, 2015.

Non-mandatory (discretionary) requirements under Regulation 27 of the SEBI LODR Regulations, 2015. The status of compliance with the non-mandatory requirements of the SEBI LODR Regulations, 2015 is provided below:

i. The Board

At present, there is no separate office in the Company for use of Chairman.

ii. Shareholders Rights

Half yearly financial results including summary of the significant events are presently not being sent to shareholders of the Company.

iii. Audit Qualifications

There is no audit qualification. Every endeavor is made to make the financial statements without qualification.

iv. Separate posts of Chairman and Chief Executive Officer

There is no separate post of Chairman in the Company. Chairman is the Managing Director of the Company.

v. Reporting of Internal Auditors

Reports of Internal Auditors are placed before the Audit Committee for its review.

Disclosure

1. The Company has complied with all the mandatory requirements specified in Regulations 17 to 27, clauses (b) to (i) of subregulation (2) of Regulation 46 of the Listing Regulations and Sub-para (2) to (10) of corporate Governance report.

2. The Company has not raised funds through Preferential Allotment/QIP during the year under review.

3. During the year under review, there were no such recommendations made by any Committee of the Board that were mandatorily required and not accepted by the Board.

4. The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act - 2013 and the rules made thereunder. During the year 2022-23, there were no complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

a. Number of complaint filed during the financial year - NIL

b. Number of complaint disposed during the financial year - NIL

c. Number of complaint pending as on end of the financial year - NIL

5. Disclosure by listed entity and its subsidiaries of Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount: Listed entity and its subsidiaries has not given any loan/advances to any firm/company in which director(s) are interested.

6. There are no non-compliances of any requirements of Corporate Governance Report, as per sub-paras (2) to (10) of Schedule V Part C of the Listing Regulations.

7. Disclosures with respect to demat suspense account/ unclaimed suspense account: NIL.