Khyati Multimedia Entertainment Ltd.
|BSE: 531692||Sector: Media|
|NSE: N.A.||ISIN Code: INE593B01030|
|BSE 13:49 | 03 Oct||Khyati Multimedia Entertainment Ltd|
|NSE 05:30 | 01 Jan||Khyati Multimedia Entertainment Ltd|
|BSE: 531692||Sector: Media|
|NSE: N.A.||ISIN Code: INE593B01030|
|BSE 13:49 | 03 Oct||Khyati Multimedia Entertainment Ltd|
|NSE 05:30 | 01 Jan||Khyati Multimedia Entertainment Ltd|
Your Directors are pleased to submit herewith their report together with the auditedstatement of accounts for the 23RD financial year ended 31st March2017.
[Amount in Rs.]
During the year under review the Company has earned total income from other sources ofRs. 0.00/- (Previous Year of Rs. 1290822) from business. After deducting alladministrative expenses and depreciation and necessary adjustments for taxation etc. thecompany has incurred a net loss of Rs. (1246193)/- (Previous of Rs (676474)/-).
Due to loss your Directors have not recommended dividend for the financial year2016-17
Khyati Multimedia Entertainment Limited has involved in the area of high-qualityDesktop Publishing imaging Corporate Presentations creative designing graphicdesigning and multimedia software development and is also engaged in the business ofletting out vehicle. There was no change in the nature of any of the business activityduring the year.
DETAILS OF THE ASSOCIATES/ JOINT VENTURE / SUBSIDIARIES COMAPANIES
The company does not have holding or subsidiary companies during the year and no othercompany has become holding / subsidiary/ joint venture.
The Company has not accepted any public deposit during the year under review and noamount against the same was outstanding at the end of the year.
In conformity with Regulations of SEBI (Listing Obligation and DisclosuresRegulations)2015 the Cash Flow Statement for the year ended 31.03.2017 is annexed hereto.The equity shares of the Company are listed on the BSE Ltd. The Company has paid listingfees for the year 2017-18 to above stock exchanges.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
As required under Section 134 (3) (m) of the Act read with Rule 8 of The Companies(Accounts) Rules 2014 particulars relating to conservation of Energy R & DTechnology absorption and foreign Exchange earnings / outgo are separately provided in theannexure to this report. Also We would like to Highlight that Our Company is not Engagedin Manufacturing Activity so the Section 134 is not applicable to the Our Company.
DETAILS OF RELATED PARTIES TRANSACTIONS PURUSANT TO SECTION 188(1) OF THE COMPANIESACT 2013
The Company is not entering into related parties transactions for sale/purchase ofgoods or services at preferential prices. However all the transactions in the nature ofsales/purchase of goods or services are made on arms length basis except the salary paidto employees and director and key managerial person. However a lease rent is being paid toMrs. Jignaben K Patel as per the valid lease rental agreement which will be paid forfurther 3 years up to 31.03.2018.. The same were reported to the Board at every meetingand Board took a note of the same and approved. Other details for inter corporatefinancial transactions or remuneration and other benefits paid to directors theirrelatives key managerial personnel etc. are given in the notes to the accounts vide noteno. 31 as per requirements of AS 18. The Company has formulated various other policieslike Risk Management Policy Evaluation of Board Performance Policy and CSR Policy etc.etc. All such policies were documented and adopted by the Board and also uploaded all thepolicies applicable at the website of the Company www.khyatimultimedia.com.
Full details of Risk Management Policy are given in the Corporate Governance Reportunder the head Whistle Blower Policy. As the Company is loss making one the provisionsrelated to CSR is presently not applicable to the Company. Regarding Performance Review ofeach of the member of the Board and also the performance of the various Committees and theBoard the Company has adopted the Model Code of Conduct for Independent Directors KeyManagerial Personnel as prescribed in Schedule IV to the Companies Act 2013 and also asprescribed in the SEBI (Insider Trading) Regulations. The Company strictly follows theprocedure to obtain necessary timely declarations from each of the directors and keymanagerial personnel from time to time.
DETAILS OF LOANS GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT 2013
During the year under review the Company has not made any inter corporate loansinvestments given any corporate guarantee to any other body corporate subsidiaryassociate or any other company. However the company has borrowed a sum of Rs. 2500000from Mr. Kartik J.Patel Managing Director as a unsecured loan at 0% Interest for dealingwith the day to day fund requirement of the company.
The Board of Directors supports to maintain the highest standards of corporategovernance and adhere to the corporate governance requirements set out by SEBI. Inaddition to the basic governance issues the Board lays strong emphasis on transparencyaccountability and integrity. The Report on corporate governance as stipulated accordingto the SEBI (LODR) Regulation 2015 forms part of the Annual Report. The requisitecertificate from the Auditors of the Company confirming compliance with the conditions ofcorporate governance as required under SEBI ( LODR) Regulation 2015 is attached to theReport on corporate governance.
BOARD OF DIRECTORS
Details about the Board of Directors Meetings are attached to the Report on CorporateGovernance. Further Mrs. Jignaben K. Patel will be the Director retiring by rotation andbeing eligible offers himself for re-appointment at the ensuing Annual General Meeting.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and under Regulation of the SEBI( Listing Obligations and Disclosures) Regulations2015 with the Stock Exchanges.
DECLARATION BY INDEPENDENT DIRECTORS:
(Pursuant to Provisions of section 149(6) OF the Companies Act 2013)
All the Independent Directors of the Company do hereby declare that:
(1) All the Independent Directors of the Company are neither Managing Director nor aWhole Time Director nor a Manager or a Nominee Director.
(2) All the Independent Directors in the opinion of the Board are persons of integrityand possesses relevant expertise and experience.
(3) Who are or were not a Promoter of the Company or its Holding or subsidiary orassociate company.
(4) Who are or were not related to promoters or directors in the company its holdingsubsidiary or associate company.
(5) Who has or had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or directors during the two immediately precedingfinancial years or during the current financial year.
(6) None of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent or more of its gross turnover or total income or fifty lakhsrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year
(7) Who neither himself nor any of his relatives
(a) Holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of threefinancial years immediately preceding the financial year in which I\he is proposed to beappointed.
(b) Is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial years in which he is proposed to beappointed of
(i) A firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; OR
(ii) Any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten per cent or more of thegross turnover of such firm;
(iii) Holds together with his relatives two per cent or more of the total voting powerof the company; OR
(iv) Is a Chief Executive or director by whatever name called or any non-profitorganization that receives twenty five per cent or more of its receipts from the Companyany of its promoters directors or its holding subsidiary or associate
DIRECTORS RESPONSIBILITY STATEMENT
In terms of section 134 Clause (C) of Sub-Section (3) of the Companies Act 2013 inrelation to financial statements for the year 2016-17 the Board of Directors state:
a) In the preparation of the annual accounts for the financial year ended 31stMarch 2017 as far as possible and to the extent if any accounting standards mentionedby the auditors in their report as not complied with all other applicable accountingstandards have been followed along with proper explanation relating to material departure;
b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year andprofit and loss account of the Company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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; and
e) The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY BOARD AS PER REQUIREMENT OF SECTION 178 (1)
In compliance with Section 178 (1) as also in compliance with Regulation of SEBI(LODR)2015 the Board of Directors do hereby declare that:
a. The Company has proper constitution of the Board of Directors including independentdirectors in proportion as per requirement of SEBI (LODR)2015. However the Company isstill in process for appointing a suitable person as woman director as required underSection 149 of the Companies Act 2013.
b. The Company has constituted Nomination and Remuneration Committee StakeholdersRelationship Committee Audit Committee as per requirements of the SEBI (LODR)2015 andprovisions of the Companies Act 2013.
c. The Company has the policy for selection and appointment of independent directorswho are persons of reputation in the society have adequate educational qualificationsufficient business experience and have integrity & loyalty towards their duties.
d. The Company is not paying managerial remuneration to its Managing/Whole TimeDirectors based upon their qualification experience and past remuneration received bythem from their previous employers and companys financial position.
e. The Independent Directors are paid sitting fee for attending Board and othercommittee meetings as decided by the Board from time to time. This sitting fee is decidedconsidering the financial position of the company.
f. The Company is not paying any commission on net profits to any directors.
g. During the year the Board has met 4 times during the year. The details of presenceof every director at each meeting of the Board including the meetings of the Committeesif any are given in the reports of the Corporate Governance.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The details in respect of internal financial control and their adequacy are included inManagement Discussion and Analysis Report which forms part of this report.
SYSTEM OF PERFORMANCE EVALUATION OF THE BOARD INDEPENDENT DIRECTORS AND COMMITTEES ANDINDIVIDUAL DIRECTORS
1. The Board makes evaluation of the effectiveness and efficiency of everyindividual directors committee of directors independent directors and board as a whole.
2. For these purpose the Board makes evaluation twice in a year on a half yearlybasis.
3. The performance of individual directors are evaluated by the entire Boardexcluding the Director being evaluated on the basis of presence of every directors at ameeting effective participation in discussion of each of the business of agenda for themeetings feedback receives from every directors on draft of the minutes and follow up foraction taken reports from first line management.
4. Effectiveness and performance of various committees are evaluated on the basisof the scope of work assign to each of the committees the action taken by the committeesare reviews and evaluated on the basis of minutes and agenda papers for each of thecommittee meetings.
5. The performance of independent directors are evaluated on the basis of theirparticipation at the meetings and post meeting follow up and communication from each ofsuch independent directors.
DISCLOUSER AS PER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)RULES 2014.
Total managerial remuneration paid to each of them during the current year and previousyear are as under:
I. The Percentage of the remuneration of each director to the median remunerationof the employees of the company for the financial year:
II. The percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear: There was no increase in remuneration. III. The number of permanent employeeson the rolls of company: There were no other employees other than the Key Managerialperson and directors which are on the pay rolls of company.
IV. The explanation on the relationship between average increase in remunerationand company performance; NOT APPLICABLE as there was no substantial increase inremuneration of any employee during the year. The increase was only due to increase ininflation index. V. Comparison of the remuneration of the Key managerial personnelagainst the performance of the company :
The KMP i.e. Whole time Directors and Financial Managers does not receive anyremuneration apart from the Company Secretary who has been paid a yearly Remuneration ofRs.180000/- per annum. VI. Variations in the market capitalization of thecompany price earnings ratio as at the closing date of the current financial year andprevious financial year and percentage increase over decrease in the market quotations ofthe shares of the company in comparison to the rate at which the company came out with thelast public offer in case of listed companies and in case of unlisted companies thevariations in the net worth of the company as at the close of the current financial yearand previous financial year; Closing Market Price of shares of Company as on 31/03/2016:Rs. 0.00 /- (Not traded in the month of March2016) Closing Market Price of shares ofCompany as on 31/03/2017: Rs. 0.00/- (Not traded in the month of March 2016) Earning Pershare for the financial year ended on 31/03/2016: Rs.(0.06)/- Earning per share for thefinancial year ended on 31/03/2017: Rs. (0.12)/- Regarding other information likeVariations in the market capitalization of the company price earnings ratio as at theclosing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the company in comparisonto the rate at which the company came out with the last public offer in case of listedcompanies is not given herewith since Company had made IPO more than 5 Years before andthere was no substantial variation in the market price of shares of the company.Companys EPS is negative and hence PE Ratio is not given.
VII. Comparison of the remuneration of each key managerial personnel against theperformance of the company; As the company is paying minimum managerial remuneration toits managerial personnel and the Company is the loss making one the comparison ofremuneration of each of the KMP with performance of the company is not comparable. SinceManaging director and Executive Directors are being not paid minimum remuneration andother KMPs are getting remuneration as per prevailing industry norms it is not possibleto compare remuneration with the performance of the company. VIII. The keyparameters for any variable component of remuneration availed by the directors; NOTAPPLICABLE. IX. The ratio of the remuneration of the highest paid director to thatof the employees who are not directors but receive remuneration in excess of the highestpaid director during the year;
There were No employees who are receiving remuneration in excess or higher than theremuneration of Director or Key Managerial Personnel. X. Affirmation that theremuneration is as per the remuneration policy of the Company. All remuneration of theEmployees and directors are paid as per remuneration policy of the Company.
PARTICULARS OF THE EMPLOYEES
Particulars of the employees as required under provisions of Section 197 (12) of theAct read with Rule 5 of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended from time to time are not attached with this reportsince there was no employee who was in receipt of remuneration in excess of Rs.850000per month during the year or Rs. 1.02 Cr. per annum in the aggregate if employed part ofthe year.
M/s. D.J.N.V & CO Chartered Accountants an Auditors firm are statutory auditorsof the company since 2008-09. As per Rule 6(3) of the Companies (Audit and Auditors) Rules2014 they are not eligible to continue as the statutory auditors of the companyAccordingly Audit Committee has Recommended M/s. N. GAMADIA & CO. CharteredAccountant for the Appointment of Statutory Auditors of the company and thereafter N.Gamadia & Co. have given their letter of consent and confirmation under section141(1) the Companies Act 2013 for their appointment as Statutory Auditors of the Companyfor the Next Five financial year from the 2017-18 ( Subject to the Ratification ofAppointment by the Members in the Every Annual General Meeting hence the Board has nowproposed to appoint the Statutory Auditors for a period of Next 5 Years. NecessaryResolution for their appointment as the Statutory Auditors and fixing their remunerationis proposed to be passed at the Annual General Meeting.
The Company has appointed an Independent firm of Chartered Accountants to act as anInternal Auditor as per suggestion of auditors and recommendation of the audit Committeein order to strengthen the internal control system for the Company.
The Company has appointed M/s. KAMLESH M. SHAH & CO. as the secretarial auditorfor the financial year 2016-17. They have given their report in the prescribed form MR-3which is annexed to this report as an ANNEXURE.
OBSERVATION OF THE SECRETARIAL AUDITOR
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non- Executives Directors and Independent Directors and the womandirector. Company Secretary has resigned w.e.f 02.05.2015.
EXPLANATION TO THE AUDITORS REMARKS
The Directors submit their explanations to the various observations made by thestatutory auditors in the report are as under for the year 2016-17
MATERIAL CHANGES / INFORMATION:
1. No material changes have taken place after the closure of the financial year up tothe date of this report which may have substantial effect on the business and financial ofthe Company. However net worth of the company has been completely eroded
2. No significant and material orders have been passed by any of the regulators orcourts or tribunals impacting the going concern status and companies operations in future.
Your Directors place on record their sincere appreciation for the valuable support andco-operation as received from government authorities Financial Institutions and Banksduring the year. The Directors are also thankful for the support extended by CustomersSuppliers and contribution made by the employees at all level. The Directors would alsolike to acknowledge continued patronage extended by Companys shareholders in itsentire endeavor.