Sanguine Media Ltd.
|BSE: 531898||Sector: Others|
|NSE: N.A.||ISIN Code: INE617F01038|
|BSE LIVE 10:36 | 04 Sep||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 531898||Sector: Others|
|NSE: N.A.||ISIN Code: INE617F01038|
|BSE LIVE 10:36 | 04 Sep||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Your Directors are pleased to present their Annual Report on the Business andoperations of the Company together with the Audited Statement of Accounts for the yearended 31st March 2015.
Financial Results :
The financial performance of your Company for the year ended March 31 2015 issummarized below:
Review of Operations:
During the year under review the Company achieved a lower turnover of Rs.764.36 Lacs(previous year Rs. 1378.62 Lacs) but the Company has made a higher profit of Rs. 19.97Lacs (previous there was profit of Rs. 7.34) on account of better product-mix &tremendous cost control.
The Company is essentially an investment Company with main focus in trading in thebusiness segments of Shares & Securities. The Company exploring various product mix toachieve higher profit within the same portfolio of investments.
Out of the profits available for appropriation no amount has been transferred to theGeneral Reserve and the balance amount of Rs. 19.97 lacs has been carried forward toprofit & loss account.
The Board of Directors does not recommend any Dividend for the year under review.
Subsidiaries Joint Ventures and Associates Companies:
The Company does not have any subsidiaries joint venture & associates Company.
During the year under review Mr. Vanraj Kahor has resigned on 29thDecember 2014. The Board of Directors of the Company places on record his valuablecontribution given to the Company during his tenure. Further none of the Directors of theCompany are disqualified under sub-section (2) of Section 164 of the Companies Act 2013.
The Company has formulated a policy on director appointment & remunerationincluding criteria for determining qualifications positive attributes independence ofdirector & other matters as provided under section 178(3) of the Companies Act 2013& such policy is annexed with the Director Report.
The details of familiarization programme for Independent Directors have been disclosedon website of the Company.
Pursuant to the provisions of the Companies act 2013 and Clause 49 of the ListingAgreement evaluation of every Directors performance was done by the Nomination andRemuneration Committee. The performance evaluation of the Non Independent Directorsand the Board as a whole committees thereof and the chair person of the company wascarried out by the Independent Directors. Evaluation of the Independent Directors wascarried out by the entire Board of Directors excluding the Directors being evaluated. Astructured questionnaire was prepared after circulating the draft norms covering variousaspects of the evaluation such as adequacy of the size and composition of the Board andCommittee thereof with regard to skill experience independence diversity attendanceand adequacy of time given by the directors to discharge their duties CorporateGovernance practices etc. The Directors expressed their satisfaction with the evaluationprocess.
The following policies of the company are attached herewith and marked as Annexure 1Annexure 2A and Annexure 2B.
Policy on appointment of Directors and Senior Management (Annexure 1)
Policy on Remuneration to Directors (Annexure 2A)
Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 2B)
Other Corporate Information:
The Company has sub-divided the face value of equity shares of the Company from Rs.10/- to Re. 1/- per share after receipt of Shareholders meeting held on 30thOctober 2014 & Record Date was 21st November for it. The trading in theequity shares of the Company was revoked on 18th September 2014 by BSE Limitedafter the Company has complied with various compliances & paid fines for regularizingit.
Acceptance of Fixed Deposits:
The Company has not accepted any Fixed Deposits from general public within the purviewof Section 73 of the Companies Act 2013 during the year under review.
Particulars of contract or arrangement with related party
There is no transaction with Related Party which requires disclosure under Section134(3)(h) of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules2014. The policy on materiality of related party transactions and also on dealing withrelated party transactions as approved by the Board may be accessed on the Companywebsite.
Loans Investment and Guarantees by the Company
There is no loan given investment made guarantee given or security provided by theCompany to any entity under Section 186 of the Companies Act 2013. Particulars ofInvestment made/loan given under section 186 of the Companies Act 2013 are provided inthe financial statement.
Internal Financial Controls
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observations has been received from the Auditor of the Company for inefficiency orinadequacy of such controls.
Disclosures under Section 134(3)(I) of the Companies Act 2013
No material changes and commitments which could affect the Company financial positionhave occurred between the end of the financial year of the Company and the date of thisreport except as disclosed elsewhere in this report.
CONSOLIDATED FINANCIAL STATEMENT
The audited consolidated financial statement of the Company prepared in accordance withrelevant Accounting Standards (AS) issued by the Institute of Chartered Accountants ofIndia forms part of this Annual Report. The Compliance Officer will make these documentsavailable upon receipt of a request from any member of the Company interested in obtainingthe same. These documents will also be available for inspection at the Registered Officeof your Company during working hours up to the date of the Annual General Meeting.
Number of Meeting of Board of Directors
The Board of Directors have met 6 times and Independent Directors once during the yearended 31st March 2015 in accordance with the provisions of the Companies Act 2013 andrules made there under. All the Directors actively participated in the meetings andcontributed valuable inputs on the matters brought before the Board of Directors from timeto time.
Declarations by Independent Director:
Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013. As per Section 149 of the Companies Act 2013 an independentdirectors shall hold office for a term up to five consecutive years on the board of acompany but shall be eligible for re-appointment for another term up to five years onpassing of a special resolution by the company and disclosure of such appointment inBoard's Report. Further Section 152 of the Act provides that the independent directorsshall not be liable to retire by rotation in the Annual General Meeting ('AGM') of theCompany.
As per Revised Clause 49 of the Listing Agreement (applicable from October 1 2014)any person who has already served as independent director for five years or more in acompany as on October 1 2014 shall be eligible for appointment on completion of thepresent term for one more term of up to 5 (five) years only.
Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethere under the current auditors of the Company M/s. A.K.Rajgopalan & Co. CharteredAccountants Chennai hold office up to the conclusion of 37th Annual GeneralMeeting of the Company. However their appointment as Statutory Auditors of the Company issubject to ratification by the members at every Annual General Meeting. The Company hasreceived a certificate from the said Auditors that they are eligible to hold office as theAuditors of the Company and are not disqualified for being so appointed. Necessaryresolution for ratification of appointment of the said Auditor is included in this Notice.
The observations and comments furnished by the Auditors in their report read togetherwith the notes to Accounts are self- explanatory and hence do not call for any furthercomments under Section 134 of the Companies Act 2013.
Secretarial Audit Report
A Secretarial Audit Report for the year ended 31st March 2015 in prescribed form dulyaudited by the Practicing Company Secretary CS Rakesh Kapoor Mumbai. is annexed herewithand forming part of the report.
Extract of Annual Return
Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith and forming part of the report. (Annexure I)
Directors Responsibility Statement:
In terms of Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany hereby confirms that:
i. In the preparation of the annual accounts for the financial year ended 31st March2015 the applicable accounting standards have been followed along with proper explanationrelating to material departures.
ii. 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 and loss of the Company for the year ended 31st March 2015.
iii. The Directors have taken sufficient and proper care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting material fraudand other irregularities.
iv. The Directors have prepared the Annual Accounts on a going concern basis.
v. There are proper systems have been devised to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
vi. That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
Annual Evaluation by the Board of its own performance its Committees and IndividualDirectors
The Board of Directors of the Company has initiated and put in place evaluation of itsown performance its committees and individual directors. The result of the evaluation issatisfactory and adequate and meets the requirement of the Company.
Details of Committee of Directors
Composition of Audit Committee of Directors Nomination and Remuneration Committee ofDirectors and Stakeholders Relationship/Grievance Committee of Directors number ofmeetings held of each Committee during the financial year 2014-15 and meetings attended byeach member of the Committee as required under the Companies Act 2013 are provided inCorporate Governance Report and forming part of the report. The recommendation by theAudit Committee as and when made to Board has been accepted by it.
During the year Management of the Company evaluated the existing Risk ManagementPolicy of the Company to make it more focused in identifying and prioritizing the risksrole of various executives in monitoring & mitigation of risk and reporting process.Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. TheRisk Management Policy has been reviewed and found adequate to the requirements of theCompany and approved by the Board.
The Management evaluated various risks and that there is no element of risk identifiedthat may threaten the existence of the Company.
Whistle Blower Mechanism
The Company has put in place Whistle Blower Mechanism. The detailed mechanism is givenin Corporate Governance Report forming part of this report.
As per Clause 49 of the Listing Agreement with the Stock Exchanges a separate Chapteron Corporate Governance practices followed by the Company together with a Certificate fromthe Auditor confirming compliance forms a part of this Report.
Managing Directors Certificate:
A Certificate from the Managing Director in respect of the Financial Statements formspart of the Annual Report.
Management Discussion and Analysis Report:
Management Discussion and Analysis Report for the year under review as stipulatedunder clause 49 of the Listing Agreement with the Stock Exchanges in India is presentedin a separate section forming part of the Annual Report.
Conservation Of Energy Technology Absorptions and Foreign Exchange Earnings And Outgo:
The information relating to the conservation of energy technology absorption foreignexchange earnings and outgo under provisions of 134(3)(m) of the Companies Act 2013 isnot applicable to the Company considering the nature of its business activities. Furtherthe Company has not earned nor spends foreign exchange during the year under review.
Particulars of Employees:
None of the employees of the Company is in receipt of remuneration prescribed underSection 197(12) of the Companies Act 2013 read with the Companies (Particulars ofEmployees) Rules 1975. Thus furnishing of particulars under the Companies (Particulars ofEmployees) Rules 1975 does not arise.
Corporate Social Responsibility
The Section 135 of the Companies Act 2013 regarding Corporate Social ResponsibilityCommittee is not applicable to the Company as the Net Profit of the Company is below thethreshold limit prescribed by the Companies Act 2013.
Significant and Material Orders passed by the Regulators or Courts
During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals which may impact the going concern status of theCompany and its operations in future except that BSE Limited has revoked the suspensionin the trading of equity shares of the Company from 18th September 2014.
Presentation of Financial Statements
The financial statements of the Company for the year ended 31st March 2015 have beendisclosed as per Schedule III to the Companies Act 2013.
A copy of audited financial statements of the said Companies will be made available tothe members of the Company seeking such information at any point of time. A cash flowstatement for the year 2014-2015 is attached to the Balance Sheet. Pursuant to thelegislation Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace Act 2013 introduced by the Government of India the Company has a policyon Prevention of Sexual Harassment at workplace. There was no case reported during theyear under review under the said policy.
Yours Directors take this opportunity to thank the Financial Institutions BanksBusiness Associates Central and State Government authorities Regulatory authoritiesStock Exchanges and all the various stakeholders for their continued co-operation andsupport to the Company and look forward to their continued support in future.
We very warmly thank all of our employees for their contribution to your Companysperformance. We applaud them for their superior levels of competence dedication andcommitment to your Company.
ANNEXURE 1 TO THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH 2015:
POLICY ON APPOINTMENT OF DIRECTORS AND SENIOR MANAGEMENT
I. APPOINTMENT OF DIRECTORS
The Nomination and Remuneration Committee (NRC) of the Board of Directors (Board) ofthe Company reviews and assesses Board composition and recommends the appointment of newDirectors. In evaluating the suitability of individual Board member the NRC shall takeinto account the following criteria regarding qualifications positive attributes and alsoindependence of director when Independent Director is to be appointed:
1. All Board appointments will be based on merit in the context of the skillsexperience diversity and knowledge for the Board as a whole to be effective;
2. Ability of the candidates to devote sufficient time and attention to his / herprofessional obligation as Director for informed and balanced decision making
3. Adherence to the applicable Code of Conduct and highest level of CorporateGovernance in letter and in sprit by the Directors
Based on the recommendations of the NRC the board will evaluate the candidates anddecide on the selection the appropriate member. The Board through the Chairman or theManaging Director & CEO will interact with the new member to obtain his/her consentfor joining the Board. Upon receipt of the consent the new Director will be co-opted bythe Board in accordance with the applicable provisions of the Companies Act 2013 andRules made there under.
REMOVAL OF DIRECTORS
If a Director is attracted with any disqualification as mentioned in any of theapplicable Act rules and regulations there under or due to non - adherence to theapplicable policies of the Company the NRC may recommend to the Board with reasonsrecorded in writing removal of a Director subject to the compliance of the applicablestatutory provisions
SENIOR MANAGEMENT PERSONNEL
The NRC shall identify persons based on merit experience and knowledge who may beappointed in senior management team.
Senior Management personnel are appointed or promoted and removed/relieved with theauthority of Managing Director & CEO based on the business need and the suitability ofthe candidate. The details of the appointment made and the personnel removed one levelbelow the Key Managerial Personnel during a quarter shall be presented to the Board.
ANNEXURE 2A TO THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH 2015
POLICY FOR REMUNERATION OF THE DIRECTORS
This Policy sets out the approach to Compensation of Directors in Sanguine MediaLimited
The Company has a well-defined Compensation policy for Directors including theChairman of the Company. The overall compensation philosophy which guides us to focus onenhancing the value to attract to retain and motivate Directors for achieving objectivesof Company and to become a major player in Finance & Capital Markets to be the mosttrusted brand in the business we operate in and focus on customer serenity throughtransparency quality and on time delivery to be a thought leader and establish industrybenchmarks in sustainable development.
In order to effectively implement this the Company has built a Compensation structureby a regular annual benchmarking over the years with relevant players across the industrythe Company operates in.
NON-EXECUTIVE INCLUDING INDEPENDENT DIRECTORS
The Nomination and Remuneration Committee (NRC) shall decide the basis for determiningthe compensation both fixed and variable to the Non-Executive Directors includingIndependent Directors whether as commission or otherwise. The NRC shall take intoconsideration various factors such as directors participation in Board and Committeemeetings during the year other responsibilities undertaken such as membership orChairmanship of committees time spent in carrying out their duties role and functions asenvisaged in Schedule IV to the Companies Act 2013 and Clause 49 of the Listing Agreementwith Stock Exchanges and such other factors as the NRC may consider deem fit fordetermining the compensation. The Board shall deter mine the compensation to Non-ExecutiveDirectors within the overall limits specified in the Shareholders resolutions.
Managing Director and Chief Executive Officer (MD & CEO) and Executive Director
Remuneration of the MD & CEO and Executive Directors reflects the overallremuneration philosophy and guiding principle of the Company. While considering theappointment and remuneration of Managing Director and Executive Directors the NRC shallconsider the industry benchmarks merit and seniority of the person and shall ensure thatthe remuneration proposed to be paid is commensurate with the remuneration packages paidto similar senior level counterpart(s) in other companies. The policy aims at a balancebetween fixed and variable pay reflecting short and long-term performance objectivesappropriate to the working of the company and its goals.
The remuneration to the MD & CEO shall be recommended by NRC to the Board. Theremuneration consists of both fixed compensation and variable compensation and shall bepaid as salary commission performance bonus stock options (where applicable)perquisites and fringe benefits as per the policy of the Company from time to time and asapproved by the Board and within the overall limits specified in the Shareholdersresolution. While the fixed compensation is determined at the time of appointment thevariable compensation will be determined annually by the NRC based on the performance ofMD & CEO.
The term of office and remuneration of MD & CEO is subject to the approval of theBoard of Directors shareholders and Central Government as may be required and withinthe statutory limits laid down in this regard from time to time.
If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay subject to the requisite approvals remuneration to its MD &CEO in accordance with the provisions of Schedule V to the Companies Act 2013
If a MD & CEO draws or receives directly or indirectly by way of remuneration anysuch sums in excess of the limits prescribed under the Companies Act 2013 or without theprior sanction of the Central Government where required he / she shall refund such sumsto the Company and until such sum is refunded hold it in trust for the Company. TheCompany shall not waive recover y of such sum refundable to it unless permitted by theCentral Government of the Company.
Remuneration for MD & CEO is designed subject to the limits laid down under theCompanies Act 2013 to remunerate him / her fairly and responsibly. The remuneration tothe MD & CEO comprises of salary perquisites and benefits as per policy of theCompany and performance based incentive apart from retirement benefits like P.F.Superannuation Gratuity Leave Encashment etc. as per Rules Salary is paid within therange approved by the Shareholders. Increments are effective annually as recommended/approved by the NRC / Board. The MD & CEO is entitled for grant of Stock Options asper the approved Stock Options Schemes of the Company from time to time
The MD & CEO is an executive of the Company and draws remuneration from theCompany. The Non-Executive Independent Directors receive sitting fees for attending themeeting of the Board and Committee thereof as fixed by the Board of Directors from timeto time subject to statutory provisions. The Non-Executive Independent Directors would beentitled to the remuneration under the Companies Act 2013. In addition to the above theDirectors are entitled for reimbursement of expenses incurred in discharge of theirduties.
The Company may also grant Stock Options to the eligible employees and Directors (otherthan Independent Directors) in accordance with the ESOP Schemes of the Company from timeto time and subject to the compliance statutes and regulations.
Information on the total remuneration of members of the Companys Board ofDirectors Managing Director and Executive Directors and KMP/senior management personnelmay be disclosed in the Boards report and the Companys annual report / websiteas per statutory requirements in this regard.
ANNEXURE 2B TO THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH 2015:
POLICY ON REMUNERATION OF KEY MANAGERIAL PERSONNEL AND EMPLOYEES
This policy shall be effective from the financial year 2014-15.
To establish guidelines for remunerating employees fairly and in keeping with Statutes.
1. All employees irrespective of contract are to be paid remuneration fairly and theremuneration is to be externally competitive and internally equitable. The remunerationwill be paid in accordance with the laid down Statutes.
2. Remuneration for on-roll employees will include a fixed or guaranteed componentpayable monthly; and a variable component which is based on performance and paid annually.
3. The fixed component of remuneration will have a flexible component with a bouquet ofallowances to enable an employee to choose the allowances as well as the quantum based onlaid down limits as per Company policy. The flexible component can be varied only onceannually in the month of October after the salary increment exercise.
4. The variable component of the remuneration will be a function of the employeesgrade.
5. The actual pay-out of variable component of the remuneration will be function ofindividual performance as well as business performance. Business performance is evaluatedusing a Balance Score Card (BSC) while individual performance is evaluated on Key ResultAreas (KRA). Both the BSC & KRAs are evaluated at the end of the fiscal to arrive atthe BSC rating of the business and PPS rating of the individual.
6. An Annual compensation survey is carried out to ensure that the Companyscompensation is externally competitive. Based on the findings of the survey and thebusiness performance the committee decides:
(i) The increment that needs to be paid for different performance ratings as well asgrades.
(ii) The increment for promotions and the total maximum increment.
(iii) The maximum increase in compensation cost in % and absolute.
(iv) Compensation corrections are made in a few cases where it is outside the band orto keep it tune with the market.