SAB Events & Governance Now Media Limited
(Formerly known as Marvick Entertainment Private Limited)
Your Directors are pleased to present the 3 Annual Report together with the AuditedFinancial Statements of the Company for the Financial Year ended as on 31 March 2016.
(` In Lakhs)
|Particulars ||Year ended 31 March 2016 |
|Total Revenue from business ||149.03 |
|Earnings before Finance charges Depreciation and Tax ||20.57 |
|Less: Finance charge ||0.26 |
|Earnings before Depreciation and Tax (EBDTA) ||20.31 |
|Less: Depreciation ||18.29 |
|Earnings / (Loss) before Tax Adjustments (EBTA) ||2.01 |
|Tax Expenses ||(3.05) |
|Profit / (Loss) After Tax (PAT) ||5.06 |
|Amount carried to reserves ||5.06 |
The Company was incorporated on 21 March 2014. It has not carried out any commercialtransactions during the previous year ended 31 March 2015. Hence the Statement of Profitand Loss for the same period was not prepared.
The Company has not carried out any business activities till closure of business hourson 14 January 2016. Pursuant to a Composite Scheme of Amalgamation and Arrangement thePublication Business undertaking of Sri Adhikari Brothers
Television Network Limited was transferred and vested into the Company with effect from15 January 2016 i.e. demerger appointed date. Hence the Statement of Profit and Lossprepared for the year ended 31 March 2016 reflects the financials of thePublication Business from 15 January 2016 to 31 March 2016.
The comments of the Board of Directors on the financial performance have been providedunder the Management Discussion and Analysis which forms part of the 3 Annual Report.
UPDATE ON THE COMPOSITE SCHEME OF AMALGAMATION AND ARRANGEMENT:
During the year under review the Hon'ble High Court of Judicature at Bombay had videits order dated dated 21 November 2015 sanctioned the Composite Scheme of Amalgamationand Arrangement between Maiboli Broadcasting Private Limited (MBPL) and Sri AdhikariBrothers Assets Holding Private Limited (SAB Assets) and Sri Adhikari Brothers TelevisionNetwork Limited (SABTNL) and UBJ Broadcasting Private Limited (UBJ) and HHP BroadcastingServices Private Limited (HHP) and MPCR Broadcasting Service Limited (MPCR) and TV VisionLimited (TVL) and SAB Events & Governance Now Media Limited (SAB Events) (Formerlyknown as 'Marvick Entertainment Private Limited') and their respective shareholders(Scheme) under Section 391 to 394 of the Companies Act 1956 read with Section78 Section 100 to 103 of the Companies Act 1956 and Section 52 and other relevantprovisions of the Companies Act 2013 (the Act). In accordance with theScheme the Publication Business Undertaking of SABTNL was transferred to the Company soas to become the properties and assets of the Company with effect from the DemergerAppointed date i.e. 15 January 2016.
Upon the Scheme coming into effect the Board of directors at their meeting held on 30March 2016 allotted 10483711 Equity Shares of Rs 10/- each in the ratio of 3 (Three)fully paid-up equity shares of face value of Rs 10/- each of the Company for every 10(Ten) fully paid up equity share of face value of Rs 10/- each held in SABTNL and 10000Non-cumulative Non-Convertible Redeemable Shares of face value of Rs 10/- each onproportionate basis to the preference shareholders of SABTNLrespectively whose nameappear in the Register of Members as on the Record date i.e. 23 March 2016.
The Equity Shares issued by the Company to the shareholders of the SABTNL are in theprocess of being listed on BSE Limited andNational Stock Exchange of India Limited. TheCompany has received In-principle approval from BSE Limited on 17 August2016 and fromNational Stock Exchange of India Limited on 28 July 2016. The Preference Shares issued asstated above are not listed or admitted to trading on the Stock Exchanges.
To conserve the resources for future business requirements of the Company yourDirectors do not recommend any payment of dividend for the year under review.
CONVERSION OF STATUS OF THE COMPANY:
During the financial year under review the status of the Company was changed fromPrivate Limited to Public Limited in compliance with theprovisions of the Act. The fresh Certificate of Incorporation giving effect to the samewas issued by the Registrar of Companies Mumbai Maharashtra on 7 January 2016.
Authorized Share Capital:
The Authorised Share Capital of the Company is Rs 110300000/- comprising of Rs109900000 /- divided into 10990000 Equity Shares of `10/- each and Rs 400000/-divided into 40000 Non-cumulative Non-Convertible Redeemable Shares of Rs 10/-.
Issued Subscribed and Paid up capital:
During the year under review to meet the minimum paid up Capital requirement forconversion into a Public Limited Company 40000 Non-Convertible Non-Cumulative RedeemablePreference Shares of Rs 10/- each were allotted on 24 December 2015 and subsequently thesame had been redeemed on 30 March 2016. Further in terms of the Scheme 10483711equity shares of Rs 10/- each aggregating to Rs 104837110/- and 10000 (Ten Thousand)0.01% Non-cumulative Non-Convertible Redeemable Preference Shares of Rs 10/- aggregatingto Rs 100000/- were allotted to the equity and preference shareholders of SABTNLrespectively on 30 March 2016 and consequently the existing Share Capital of the Companyheld by the promoters stand cancelled.
Accordingly as on 31 March 2016 the issued subscribed and paid up capital of theCompany was Rs 104937110/- comprising of 10483711 Equity Shares of Rs 10/- eachaggregating to Rs 104837110/- and 10000 (Ten Thousand) 0.01% Non-Convertible Non-Cumulative Redeemable Preference Shares of Rs 10/- each aggregating to Rs 100000/-.
During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of the Act read with the Companies (Acceptance of Deposits)Rules 2014.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
In accordance with the provisions of Section 152 of the Act read with the Rules madethereunder and the Articles of Association of the Company Mr. Markand Adhikari (DIN:00032016) Director of the Company retires by rotation at the ensuing Annual GeneralMeeting (AGM) and being eligible offers himself for re-appointment.
Mr. Shailendra Mishra and Mrs. Sandhya Malhotra were appointed as Additional(Independent) Directors of the Company for a
period of 5 (Five) years w.e.f 10 February 2016 subject to approval of shareholdersat the ensuing AGM.
Mr. Kailasnath Adhikari was appointed as Additional Director of the Company and alsodesignated as Managing Director for a
period of three years w.e.f. 10 February 2016 subject to approval of the shareholdersat the ensuing AGM.
The Company has received declaration from all Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed Section 149(6) of theAct and under Regulation 16 of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 (hereinafter referred as ListingRegulations).
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.
As stipulated under the Regulation 36(3) of the Listing Regulations and SecretarialStandards on General Meetings (SS-2) issued by the Institute of Company Secretaries ofIndia brief resume of the Directors proposed to be appointed/re-appointed is given in theNotice convening 3 AGM.
Your Board recommends the appointment/re-appointment of Directors aforesaid.
Mr. Gautam Adhikari resigned from the Directorship of the Company w.e.f. 30 March2016. Mrs. Kalindi Jani was appointed as the Additional Director w.e.f. 19 October 2015subject to the approval of the members and designated as Director on 21 October 2015. Sheresigned from the Directorship of the Company w.e.f. 30 March 2016. The Board expressesits appreciation for their valuable guidance as Directors of the Company.
Pursuant to the provisions of Section 203 of the Companies Act Mrs. Payal Garg wasappointed as Company Secretary & Compliance Officer of the Company w.e.f. 10 February2016 and Mr. Suresh Satpute was appointed as a Chief Financial Officer of the Companyw.e.f. 1 April 2016.
MEETINGS OF THE BOARD:
The Board meets at regular interval to discuss and review the business operations.During the year under review the Board met 13 (Thirteen) times. The details of theMeeting of Board of Directors and their attendance at the Meetings are provided in theReport on Corporate Governance.
COMMITTEES OF THE BOARD:
On 10 February 2016 the Board of the Company constituted the Committees in accordancewith the provisions of the Act and currently there are 3 (Three) Committees of the Boardas follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
The composition of the Committee(s) is detailed below:
|Sr. No. ||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. Kailasnath Adhikari ||Member ||Chairman ||Member |
|4. ||Mr. Markand Adhikari ||- ||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.
Pursuant to the provisions of Section 178 of the Act read with the Rules madethereunder Regulation 19 of the Listing Regulations and on the recommendation of theNomination and Remuneration Committee the Board has adopted a Policy on criteria forappointment of Directors Key Managerial Personnel Senior Management and theirremuneration. The salient features of the Remuneration Policy are stated in the Report onCorporate Governance which forms part of this Annual Report.
RISK AND AREAS OF CONCERN:
In accordance with the provisions of Regulation 21 of the Listing Regulations theCompany has devised and adopted a Risk Management Policy and implemented a mechanism forrisk assessment and Management. The policy provides for identification of possible risksassociated with the business of the Company assessment of the same at regular intervalsand taking appropriate measures and controls to manage mitigate and handle them. The keycategories of risk jotted down in the policy are Strategic Risks Financial RisksOperational Risks and such other risk that may potentially affect the working of theCompany.
The risk management framework is supported by the Board of Directors Management andthe Audit Committee. The Board and the Audit Committee periodically review the risks andsuggests steps to be taken to control and mitigate the same through a properly definedframework.
WHISTLE BLOWER POLICY / VIGIL MECHANISM:
The Company has adopted a Whistle Blower Policy / Vigil Mechanism as per the provisionsof Section 177 of the Act and Regulation 22 of Listing Regulations. The Policy provides amechanism for reporting of unethical behavior and frauds to the Management. The mechanismprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee inthe exceptional cases. The details of the Vigil Mechanism Policy are explained in theReport on Corporate Governance and also available on the website of the Company athttp://www.governancenow.com/disclsoure/Whistle%20Blower%20Policy_%20Done.pdf
We affirm that during the financial year 2015-16 no employee or director was deniedaccess to the Audit Committee.
EXTRACT OF ANNUAL RETURN:
In accordance with the provisions of the Section 92(3) of the Companies Act 2013 andthe Rules framed thereunder an Extract of Annual Return in the prescribed Form MGT 9 isappended to this Report as Annexure I.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The particulars of Loans Guarantees and Investments made by the Company under theprovisions of Section 186 of the Companies Act 2013 are provided in the notes toFinancial Statements.
PARTICULARS OF THE EMPLOYEES AND REMUNERATION:
Pursuant to the provisions of Section 197 of the Companies Act 2013 read with 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 is 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 Act and Rule 5(2) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. Other information asrequired under said provisions is appended to this report as Annexure II - PartB.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED UNDER SECTION188(1) OF THE COMPANIES ACT 2013:
All the related party transactions were in the ordinary course of the business on arm'slength basis and are reported in the Notes to the Financial Statements. Accordingly thedisclosure of Related Party Transactions as required under Section 134(3) of the Act inForm AOC-2 is not applicable. During the financial year under review the Company did notenter into any material transactions with related parties.
In accordance with the provisions of Regulation 23 of the Listing Regulations theCompany has formulated the Related Party Transactions Policy and the same is uploaded onthe Company's website at http://www.governancenow.com/disclsoure/RPT_Policy.pdf
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:
The Company does not have any Subsidiary Associate or Joint Venture.
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 infuture.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Act on Corporate Social Responsibility is notapplicable to the Company. However the Company voluntarily adopts different measures /initiatives to contribute to the society in the possible way in the larger interest of thesociety.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTRELATES AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the Financial Year 2015-16 to which this financial statementsrelate and the date of this report except the updates related to the Scheme ofAmalgamation mentioned in this report.
M/s. A.R. Sodha & Co. Chartered Accountants Mumbai (FRN: 110324W) were appointedas Statutory Auditors of the Company at the 1 AGM held on 24 September 2014 for a term offive consecutive years. The Company has received a letter from them to the effect thatthey are willing to continue as Statutory Auditors of the Company and there appointmentis within the limits prescribed under Section 139 of the Act and they satisfy the criteriaas 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 2016-17and to fix their remuneration.
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 &Analysis which forms part of this Annual Report.
REPORT ON CORPORATE GOVERNANCE:
The Company is in the process of listing its Equity Shares with the Stock Exchangesi.e. BSE Ltd. and National Stock Exchange of India Ltd. However the Company hasproactively adopted the principles of Corporate Governance as provided under ListingRegulations.
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
Auditors' Certificate regarding compliance of conditions of Corporate Governance
INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
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 withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules thereunder. There was no complaint reported on sexualharassment during the year under review.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Pursuant to Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts)Rules 2014 details regarding Conservation of Energy Technology Absorption ForeignExchange 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 for utilizing alternate sources of energy Though theactivities undertaken by the Company are not energy intensive the Company shall explorealternative sources of energy as and when the necessity arises.
c. The capital investment on energy conservation equipment Nil
B. Technology Absorption
a. The efforts made towards technology absorption the technology required for thebusiness has been absorbed as and when required.
b. The benefits derived like product improvement cost reduction product developmentor import substitution Not Applicable
c. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year) Not Applicable
d. The expenditure incurred on Research and Development - Not Applicable
C. Foreign Exchange Earnings and Outgo - Nil
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions contained in Section 134(3)(c) of the Act the Board ofDirectors state 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. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
c. they 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. they have prepared the annual accounts on a going concern basis;
e. they have devised proper systems to ensure compliance with the provisions of allapplicable 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 || |
| ||Markand Adhikari ||Kailasnath Adhikari |
|Place: Mumbai ||Chairman ||Managing Director |
|Date: 22 August 2016 ||DIN: 00032016 ||DIN: 07009389 |