SAB Events & Governance Now Media Limited
Your Directors are pleased to present the 4 Annual Report together wi e AuditedFinancial Statements of the Company for the financial year ended on 31 March 2017.
(` In Lakhs)
|Particulars ||Year ended 31 March 2017 ||Year ended 31 March 2016 |
|Total Revenue ||745.24 ||149.03 |
|Earnings before Finance charges Depreciation and Tax ||104.69 ||20.57 |
|Less: Finance charge ||1.42 ||0.26 |
|Earnings before Depreciation and Tax (EBDTA) ||103.27 ||20.31 |
|Less: Depreciation ||88.78 ||18.29 |
|Earnings / (Loss) before Tax Adjustments (EBTA) ||14.49 ||2.01 |
|Tax Expenses ||0.00 ||(3.05) |
|Profit / (Loss) After Tax (PAT) ||14.49 ||5.06 |
|Amount carried to Balance Sheet ||14.49 ||5.06 |
REVIEW OF OPERATIONS:
During the year under review the Company earned total revenue of ` 745.24 Lakhs asagainst ` 149.03 Lakhs in previous year.
The profit before tax was ` 14.49 Lakhs as against ` 2.01 Lakhs in previous year. Theprofit after tax was ` 14.49 Lakhs as against
` 5.06 Lakhs in previous year. Your Company is undertaking active efforts towardsgrowth expansion and is optimistic about better performance in the future.
To conserve the resources for future business requirements and growth of the Companyyour Directors do not recommend any
payment of dividend for the year under review.
LISTING OF EQUITY SHARES OF THE COMPANY:
During the financial year under review pursuant to the Scheme of Arrangement of theCompany as approved by the Hon'ble
High Court of Bombay vide its Order dated 21 November 2015 the Company was into theprocess of listing its Equity Shares with BSE Limited and National Stock Exchange of IndiaLimited (Stock Exchanges).
The Equity shares of the Company were listed and admitted to dealings on the StockExchanges effective from 15 September
There was no change in Share Capital of the Company during the year 2016-17.
CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:
There was no change in the nature of business during the financial year under review.
During the year under review the Company has not accepted any deposits frompublic/members within the meaning of
Section 73 and 76 of the Companies Act 2013 read wi e Companies (Acceptance andDeposits) Rules 2014.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
In accordance wi e provisions of Section 152 of the Companies Act 2013 read wi eRules made thereunder and the Articles of Association of the Company Mr. KailasnathAdhikari Managing Director (DIN: 07009389) of the Company retires by rotation at theensuing Annual General Meeting (AGM) and being eligible offers himself forre-appointment. Accordingly your Board recommends his re-appointment to the members.
Mr. Rakesh Jain was appointed as an Additional (Independent) Director of the Companyfor a period of 5 (Five) years w.e.f.
22 August 2017 subject to approval of members at the ensuing Annual General Meeting(AGM').
Mr. Manav Dhanda was appointed as an Additional (Non-Executive) Director of the Companyw.e.f. 22 August 2017 subject
to approval of the members at the ensuing AGM.
Brief resume of the Directors proposed to be appointed/re-appointed as stipulated underRegulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015(Listing Regulations) and Secretarial Standards 2 (SS-2) issued by the Institute ofCompany Secretaries of India (ICSI) are given in the Notice of AGM of the Company.
Your Board recommends the appointment/re-appointment of Directors aforesaid.
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed Section 149(6) of theCompanies Act 2013 and under Regulation 16 of Listing Regulations.
The Company has received Notices along with requisite deposit from Member(s) of theCompany under Section 160 of the Act proposing the candidature of the aforesaid appointeesfor the office of Director(s) of the Company.
Pursuant to the provisions of Section 203 of the Companies Act 2013 Mr. SureshSatpute was appointed as the Chief Financial
Officer of the Company w.e.f. 1 April 2016.
ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD:
In terms of applicable provisions of the Companies Act 2013 read with Schedule IV tothe Companies Act 2013 and Regulation 17 of Listing Regulations the Board of Directorshas put in place a process to formally evaluate the effectiveness of the Board along withperformance evaluation of each Director to be carried out on an annual basis.
Accordingly the Performance evaluation of Independent Directors was done by the entireBoard excluding the Director and evaluation of the Board as a whole was done byIndependent Directors for the financial year 2016-17. The Board has also carried out theevaluation of the working of its Audit Stakeholders Relationship and Nomination andRemuneration Committees. The Criteria devised for performance evaluation consists ofmaintaining confidentiality maintaining transparency participation in company meetingsmonitoring compliances sharing the knowledge and experience for the benefit of theCompany.
MEETING OF THE BOARD OF DIRECTORS:
The Board meets at regular interval to discuss and review the business operations.During the year under review the Board met 9 (Nine) times. The details of the meeting ofBoard of Directors and their attendance at the meetings are provided in the Report onCorporate Governance.
COMMITTEES OF THE BOARD:
The Company constituted the Committees in accordance wi e provisions of the CompaniesAct 2013 and any other
applicable provisions. Currently there are 3 (Three) Committees of the Board asfollows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
The composition of the Committees as on 31 March 2017 is detailed below:
|Name of Director ||Audit Committee ||Nomination and Remuneration Committee ||Stakeholders Relationship Committee |
|1. Mrs. Sandhya Malhotra ||Chairperson ||Member ||Chairperson |
|2. Mr. Shailendra Mishra ||Member ||Chairman ||Member |
|3. Mr. Markand Adhikari ||- ||Member ||- |
|4. Mr. Kailasnath Adhikari ||Member ||- ||Member |
Details of the Committees with respect to their terms of reference meetings andattendance at the meetings held during the year are provided in the Report on CorporateGovernance forming part of this Annual Report.
AUDIT COMMITTEE AND ITS COMPOSITION:
The Audit Committee is duly constituted as per the provisions of Section 177 of theCompanies Act 2013 and Regulation 18 of
Listing Regulations. The composition of the Audit Committee is provided in the Reporton Corporate Governance.
The Audit Committee of the Company reviews the reports to be submitted to the Board ofDirectors with respect to auditing and accounting matters. It also supervises theCompany's internal control and financial reporting process.
Pursuant to provisions of Section 178 of the Companies Act 2013 read wi e Rules madethereunder and Regulation 19 of Listing Regulations and on the recommendation of theNomination and Remuneration Committee the Board has adopted a policy on criteria forappointment of Directors and Key Managerial Personnel Senior Management and theirremuneration. The salient features of Remuneration Policy are stated in the Report onCorporate Governance.
RISK AND AREAS OF CONCERN:
In accordance wi e provisions of Regulation 21 of the Listing Regulations the Companyhas devised and adopted a Risk Management Policy and implemented a mechanism for riskassessment and management. The policy provides for identification of possible risksassociates wi e business of the Company assessment of the same at regular intervals andtaking appropriate measures and controls to manage mitigate and handle them. The keycategories of the risks covered in the policy as Strategic Risks Financial RisksOperational Risks and such other risks that may potentially affect the working of theCompany. The Board and Audit Committee periodically review the risks and sugge eps to betaken to control and mitigate the same through a properly defined framework.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy / Vigil Mechanism as per the provisionsof Section 177 of the Companies Act 2013 and Regulation 22 of the Listing Regulations.The Policy provides a mechanism for reporting of unethical behavior and frauds to themanagement. The mechanism provides for adequate safeguards against victimization ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee in the exceptional cases. The details of the Vigil MechanismPolicy are explained in the Report on Corporate Governance and also available on thewebsite
of the Company athttp://www.governancenow.com/disclsoure/Whistle%20Blower%20Policy_%20Done.pdf
We affirm that during the financial year 2016-17 no employee or director or any otherperson was denied access to the Audit
EXTRACT OF ANNUAL RETURN:
In accordance wi e provisions of Section 92(3) of the Companies Act 2013 and the Rulesframed thereunder the Extract of
Annual Return in the prescribed Form MGT 9 is appended to this Report as AnnexureI.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The particulars of Loans Guarantees and Investments made by the Company covered underSection 186 of the Companies
Act 2013 have been disclosed in the notes to Financial Statements forming part of theAnnual Report.
PARTICULARS OF THE EMPLOYEES AND REMUNERATION:
Pursuant to the provisions of Section 197 of the Companies Act 2013 read wi e Rule5(1) of the Companies (Appointment and Remuneration of Managerial personnel Rules 2014details of the ratio of remuneration of each Director to the median employee'sremuneration are appended to this report as Annexure II Part A.
During the year under review no employee was in receipt of remuneration exceeding thelimits as prescribed under provisions of Section 197 of the Companies Act 2013 and Rule5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.Other information as required under the said provisions is appended to this report asAnnexure II - Part B.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS:
All the transactions with related parties were in the ordinary course of the businesson arm's length basis and are reported in the Notes to the Financial Statements.Accordingly the disclosure of transactions with Related Parties as required under section134(3)of the Companies Act 2013 in Form AOC-2 is not applicable. During the financialyear under review the Company did not enter into any material transactions with relatedparties.
In accordance wi e provisions of Regulation 23 of the Listing Regulations the Companyhas formulated the Related Party
Transactions Policy and the same is uploaded on the Company's website athttp://www.governancenow.com/disclsoure/RPT_Policy.pdf.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:
The Company does not have any Holding Subsidiary Associate or Joint Venture Company.
M/s. A.R. Sodha & Co. Chartered Accountants Mumbai (FRN: 110324W) were appointedas Statutory Auditors of the Company
at the 1 Annual General Meeting held on 24 September 2014 for a term of 5 (Five)consecutive years. The Company has received a letter from them to the effect that they arewilling to continue as Statutory Auditors of the Company. The Company has also received acertificate from them to the effect that their appointment is in compliance wi econditions as prescribed under Section 139 of the Companies Act 2013 and they satisfy thecriteria as provided under Section 141 of the said Act.
On recommendation of the Audit Committee the Board recommends the ratification ofappointment of M/s. A.R. Sodha & Co. Chartered Accountants Mumbai as StatutoryAuditors of the Company and to audit Financial Statements for the financial year 2017-18and to fix their remuneration.
There are no qualifications reservations adverse remarks or disclaimers made byStatutory Auditors in their Report dated 30 May 2017 on the financial statements of theCompany for the financial year ended as on 31 March 2017.
During the year under review the Statutory Auditors had not reported any fraud underSection 143(12) of the Companies Act
2013 therefore no detail is required to be disclosed under Section 134(3)(ca) of theCompanies Act 2013.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read wi eCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Boardhad appointed M/s. Manish Ghia & Associates Company Secretaries Mumbai as theSecretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year2016-17. The Secretarial Audit Report for the said Financial Year under review is appendedto this report as Annexure III.
There are no qualifications reservations adverse remarks or disclaimers made bySecretarial Auditors in their Report dated
30 May 2017 for Financial year ended as on 31 March 2017.
Pursuant to the provisions of Section 138 of the Companies Act 2013 read wi eCompanies (Accounts) Rules 2014 on recommendation of Audit Committee the Board ofDirectors appointed Mr. Hari Narayanan as an Internal Auditor of the Company. TheInternal Auditor submits his report to Audit Committee annually. Based on the report ofinternal audit managements undertake corrective action in the respective areas andstrengthen the level of Internal Financial Control.
INTERNAL FINANCIAL CONTROL:
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to Company Policies safeguardingof assets prevention and detection of frauds and errors the accuracy and completeness ofthe accounting records and timely preparation of reliable financial disclosures.
The Audit Committee evaluates the Internal Financial Control Systems and strives tomaintain the Standards of Internal Financial Control. The details in respect of internalfinancial control and their adequacy are included in the Management Discussion andAnalysis which forms part of this Annual Report.
REPORT ON CORPORATE GOVERNANCE
Pursuant to Regulation 34 read with Schedule V of the Listing Regulations followinghave been made a part of the Annual Report
and are attached to this report:
Management Discussion and Analysis.
Report on Corporate Governance.
Declaration on Compliance with Code of Conduct.
Auditors' Certificate regarding compliance of conditions of Corporate Governance.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act 2013 on Corporate SocialResponsibility are not applicable to the Company. However the Company voluntarily adoptsdifferent measures / initiatives to contribute to the society in the best possible waysfor the benefit of the society.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There was no order passed by any regulator or court or tribunal which impacts thegoing concern status of the Company or will
have bearing on Company's operations in future.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN
THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OFTHE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the
Financial Year 2016-17 to which this financial statements relate and the date of thisreport.
INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT
The Company has zero tolerance for sexual harassment at workplace and adopted a Policyon prevention prohibition and redressal of sexual harassment at workplace in line wi eprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules thereunder. There was no complaint on sexual harassmentduring the year under review.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 details regarding Conservation of Energy TechnologyAbsorption Foreign Exchange earnings and outgo for the year under review are as follows:
A. Conservation of Energy
a. Steps taken or impact on conservation of energy The Operations of the Company arenot energy intensive.
However Company continues to implement prudent practices for saving electricity andother energy resources in day-to-day activities. b. Steps taken by the Company forutilizing alternate sources of energy Though the activities undertaken by the Company arenot energy intensive the Company shall explore alternative sources of energy as and whenthe necessity arises. c. The capital investment on energy conservation equipment Nil.
B. Technology Absorption a. The efforts made towards technology absorption thetechnology required for the business has been absorbed as and when required. b. Thebenefits derived like product improvement cost reduction product development or importsubstitution Not Applicable. c. In case of imported technology (imported during the lastthree years reckoned from the beginning of the financial year) Not Applicable. d. Theexpenditure incurred on Research and Development - Not Applicable.
C. Foreign Exchange earnings and Outgo - Nil.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) of the Companies Act 2013 yourdirectors state and confirm that:
a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper
explanation relating to material departures if any;
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 and ofthe profit of the Company for that period;
c. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance wi e provisions of this Act for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities;
d. the directors have prepared the annual accounts on a going concern basis;
e. the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f. the directors have devised proper systems to ensure compliance wi e provisions ofall applicable laws and that such systems were adequate and operating effectively.
The Board of Directors express their gratitude for the valuable support andco-operation extended by various Government authorities and stakeholders includingshareholders banks financial Institutions viewers vendors and service providers.
The Board also place on record their deep appreciation towards the dedication andcommitment of your Company's employees at all levels and look forward to their continuedsupport in the future as well.
For and on behalf of the Board of Directors
Date: 22 August 2017