Virgo Global Media Limited
Your Directors have pleasure in presenting their 18th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2016:
1. FINANCIAL RESULTS
|Particulars ||2015-16 (Rs) ||2014-15 (Rs) |
|Revenue from Operations ||1200333 ||1051519 |
|Operating Expenditure ||5555467 ||913006 |
|Profit before Tax ||(4355134) ||132013 |
|Profit after Tax ||(4355134) ||109311 |
|Balance carried to Balance Sheet ||(4355134) ||109311 |
During the period under review your Company had earned a total income ofRs.1200333/- as against Rs. 1051519/- during the previous year and the Net Loss forthe current year is Rs. (4355134/-) against a Net Profit of Rs. 109311/- for theprevious year. Despite the serious efforts that have been put by the management YourCompany could not succeed in getting new business opportunities in Media and BroadbandInternet Segments due to lack of adequate resources at the disposal of the Company. YourCompany is considering various other options details of which would be communicated tothe Members in due course. There is no change in the nature of business.
In view of inadequate profits your Board could not recommend any dividend for thefinancial year 2015-16.
3. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) In accordance with the provisions of Companies Act 2013 Mrs. N. VasundharamaniExecutive Director of the Company would retire by rotation and being Eligible offerherself for re-appointment. The Board recommend to the shareholders for herre-appointment.
b) As required under Section 134 (3) (d) of the Companies Act 2013 All independentdirectors have given declarations that they meet the criteria of independence as laid downunder section 149 (6) of the Companies Act 2013 and clause 49 of the Listing Agreement.
c) Other Disclosure Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and Listing Obligations andDisclosure Requirements Regulations 2015 (Erstwhile Clause 49 of the Listing Agreement)the Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration and Compliance Committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.
Selection and Remuneration Policy
On the recommendation of the Nomination & Remuneration Committee the Board hasdiscussed and framed a policy for selection and appointment of Directors SeniorManagement. However since the Company is not doing well the remuneration policy is yetto be finalized.
During the year 10 (TEN) Board Meetings and 4 (four) Audit Committee Meetings wereconvened and held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
Change in Management:
During the year under review there were no changes in the Management.
4. PARTICULARS OF EMPLOYEES
None of the employees has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014.
5. DETAILS OF SUBSIDIARY
During the period under review your Company has no Subsidiary Company.
M/s. M.M. Reddy & Co. (FRN No. 01371S) Chartered Accountants Hyderabad thepresent Auditors has been appointed for Five consecutive years (Subject to theratification by the shareholders at each AGM held after the previous AGM) by theshareholders at the Sixteen-16th AGM. The Board of Directors recommends the ratificationof appointment of M.M. Reddy & Co. Chartered Accountants at the ensuing AnnualGeneral Meeting.
7. AUDITORS' REPORT
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.
8. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as (Annexure I).
9. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under M/s. VCSR &Associates Practicing Company Secretaries have been appointed Secretarial Auditors of theCompany. The report of the Secretarial Auditors is enclosed as (Annexure II) to thisreport. The report is self-explanatory and do not call for any further comments.
10. INTERNAL AUDIT & CONTROLS AND THEIR ADEQUACY
There are proper internal control policies installed in the Company commensurate withthe size and operation of the Company. Owing to less numbers of operations in the Companyinternal control policies are taken care by the employees.
11. VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.virgoglobalmedia.com
12. RISK MANAGEMENT POLICY
Pursuant to section 134 (3) (n) of the Companies Act 2013 &Listing Obligations andDisclosure Requirement Regulations 2015 (Erstwhile Clause 49 of the listing agreementthe company has constituted a risk management committee. The details of the committee andits terms of reference are set out in the corporate governance report forming part of theBoards report.
13. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
During the period under review your company proposes to reduce the paid-up capital tothe extent of 95% of the Paid up capital which will have material effect
14. SIGNIFICANT &MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY:
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company's future operations.
The Company has not accepted any fixed deposits from the public and as such no amountof principal or interest on public deposits was outstanding as on the date of the balancesheet.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the period under review the Company has not entered into any related partytransaction as envisaged under Section 188 of the Companies Act2013.
17. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
As the company is not doing well from the last couple of years the rules in connectionwith spending of money on specified projects under corporate social responsibility rulesas envisaged under section 135 of the Companies Act 2013 are not applicable to theCompany. As a listed company necessary measures have been taken to comply with thelisting agreements of Stock Exchanges.
18. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT2013
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.
19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
a) Conservation of energy
|(i) ||the steps taken or impact on conservation of energy ||NIL |
|(ii) ||the steps taken by the company for utilizing alternate sources of energy ||NIL |
|(hi) ||the capital investment on energy conservation equipment's ||NIL |
(b) Technology absorption
|(i) ||the efforts made towards technology absorption ||NIL |
|(ii) ||the benefits derived like product improvement cost reduction product development or import substitution ||NIL |
|(iii) ||in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- ||NIL |
| ||(a) the details of technology imported ||NIL |
| ||(b) the year of import; ||NIL |
| ||(c) whether the technology been fully absorbed ||NIL |
| ||(d) if not frilly absorbed areas where absorption has not taken place and the reasons thereof ||NIL |
|(iv) ||the expenditure incurred on Research and Development ||NIL |
(c) Foreign exchange earnings and Outgo
a) Foreign Exchange Outgo :NIL
b) Foreign Exchange Earned :NIL
20. DIRECTORS' RESPONSIBILITY STATEMENT:
In pursuance of Section 134(5) of the Companies Act 2013 your directors confirm:
a) That the directors in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanations relating tomaterial departures.
b) That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the Company for that period.
c) That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and deleting fraud and otherirregularities.
d) That the directors had prepared the annual accounts on the going concern basis.
e) 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.
f) That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
21. LISTING WITH STOCK EXCHANGES:
Presently the Equity Shares of the Company are listed on BSE Limited. The Companyconfirms that it has paid Annual Listing Fees due to BSE for the financial year 2016-17.
22. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT IF ANY
The Company has received a declaration by an Independent Director(s) that he/they meetthe criteria of independence as provided in sub-section (6) of Section 149 of theCompanies Act 2013.
23. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out separately in this annual report together withthe Certificate from the auditors of the Company regarding compliance with therequirements of Corporate Governance as stipulated in Regulation 27 of Listing Obligationsand Disclosure Requirement Regulations 2015 (Erstwhile Clause 49 of the Listingagreement Agreement)
Your Directors gratefully acknowledge and appreciate the support extended by theBankers of the Company. Your Directors express their grateful thanks to our valuedshareholders for the trust and confidence reposed in the Company.
| ||By order of the Board || |
| ||For Virgo Global Media Limited |
| ||Sd/- ||Sd/- |
| ||N Vasundharamani ||Vemula Tejaswini |
|Place: Hyderabad ||Director ||Director |
|Date: 24.11.2016 ||(DIN: 01793358) ||(DIN:07143700) |