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:

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

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