You are here » Home » Companies » Company Overview » Warner Multimedia Ltd

Warner Multimedia Ltd.

BSE: 511690 Sector: Financials
NSE: N.A. ISIN Code: INE407B01017
BSE LIVE 10:30 | 31 Jul Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 0.96
PREVIOUS CLOSE 0.96
VOLUME 50
52-Week high 1.28
52-Week low 0.96
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.95
Sell Qty 2660.00
OPEN 0.96
CLOSE 0.96
VOLUME 50
52-Week high 1.28
52-Week low 0.96
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.95
Sell Qty 2660.00

Warner Multimedia Ltd. (WARNERMULTI) - Director Report

Company director report

To The Members

Your Directors have pleasure in presenting the 32nd Annual Report of yourCompany together with the Audited Statements of Accounts for the year ended 31st March2015.

(Rs. in Lac)

Financial Results Year Ended 31.03.2015 Year Ended 31.03.2014
Income 25.05 22.37
Profit/(Loss) before Tax & Extraordinary Items (3.78) (12.52)
Less : Provision for Taxation 0.00 0.00
Profit/(Loss) afterTax (3.78) (12.52)
Add : Balance brought forward from Previous Year (2568.83) (2556.31)
Balance carried forward to Next Year (2572.60) (2568.83)

OVERVIEW OF ECONOMY

Indian economy is expected to grow marginally higher at 7.5 per cent during the yearcompared with 7.2 per cent in 2014 and interest rate cuts will buttress private sectorspending said a group company of global rating agency Moody’s.

"Our tracking model suggests that first quarter GDP growth is tracking around 7.3per cent a slowdown from prior quarters. But we expect this softness will prove temporarywith improving domestic demand to help India’s GDP grow 7.5 per cent for all of2015" Moody’s Analytics said in a study.

Earlier in the day Moody’s Analytics had put its growth estimate for the year2015 at 7.3 per cent which it later "amended" to 7.5 per cent.

Earlier this week International Monetary Fund projected that India will overtake Chinaas the fastest growing emerging economy in 2015-16 by clocking a growth rate of 7.5 percent helped by its recent policy initiatives pickup in investments and lower oil prices.

World Bank too has similar GDP growth forecast for India for the current fiscal year.

PERFORMANCE HIGHLIGHTS & OUTLOOK

The Business environment was continued to remain bearish and lack of working capitalhas impacted the overall performance for 2014-2015.

Gross Sales/Revenue during the year was Rs. 25.05 Lac in comparison to last financialyear of Rs. 22.37 Lac. However in term of Net Earnings the Company has suffered net lossof Rs. 3.78 Lac in comparison to last years’ loss of Rs. 12.52 Lac.

The Company is on the verge of complete loss of working capital and thus outlook fornext financial year is looking bearish and there is very little hope of revival.

DIVIDEND AND RESERVES

Due to carried forward losses and because of suffering losses during the Current Yearyour Directors do not recommend any Dividend during the year under review.

During the year under review no amount was being transferred to General Reserve.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2015 was Rs. 18.5554 Crore. During theyear under review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity. As on March 31 2015 none of the Directors and/orKey Managerial Person of the Company hold instruments convertible in to Equity Shares ofthe Company.

FINANCE AND ACCOUNTS

Your Company prepares its financial statements in compliance with the requirements theCompanies Act 2013 and the Generally Accepted Accounting Principles (GAAP) in India. Thefinancial statements have been prepared on historical cost basis. The estimates andjudgments relating to the financial statements are made on a prudent basis so as toreflect in a true and fair manner the form and substance of transactions and reasonablypresent the Company’s state of affairs profits/(loss) and cash flows for the yearended 31st March 2015.

The Company continues to focus on judicious management of its working capital.receivables inventories and other working capital parameters were kept under strict checkthrough continuous monitoring.

There is no audit qualification in the standalone financial statements by the statutoryauditors for the year under review.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.

SUBSIDIARY COMPANY

The Company does not have any material subsidiary whose net worth exceeds 20% of theconsolidated net worth of the holding company in the immediately preceding accounting yearor has generated 20% of the consolidated income of the Company during the previousfinancial year. Accordingly a policy on material subsidiaries has not been formulated.

RELATED PARTYTRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinarycourse of business and on an arm’s length pricing basis and do not attract theprovisions of Section 188 of the Companies Act 2013 thus disclosure in form AOC-2 is notrequired. There were no materially significant transactions with related parties duringthe financial year which were in conflict with the interest of the Company. Suitabledisclosure as required by the Accounting Standards (AS18) has been made in the notes tothe Financial Statements. The policy on Related Party Transactions as approved by theBoard; is uploaded on the Company’s website.

MANAGEMENT DISCUSSIONS & ANALYSIS

As required by Clause 49 of Listing Agreement the Management Discussion and Analysisis annexed and forms part of the Directors’ Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

During the year Mr. Dhruva Narayan Jha has resigned from the Board w.e.f. 29thMarch 2015 and in his place Mr. Ram Prakash Chowdhary has been appointed as AdditionalDirector (Independent) of the Company effective from that date.

Further none of the Directors of the Company are disqualified under sub-section (2) ofSection 164 of the Companies Act 2013.

INDEPENDENT DIRECTORS

As per provisions of Section 149 of the 2013 Act independent directors shall holdoffice for a term up to five consecutive years on the board of a company but shall beeligible for re-appointment for another term up to five years on passing of a specialresolution by the company and disclosure of such appointment in Board’s Report.Further Section 152 of the Act provides that the independent directors shall not be liableto retire by rotation in the Annual General Meeting (‘AGM’) of the Company.

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.

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Sl. No. Name Designation Date of Appointment Date of Resignation
1. Mr. Ram Prakash Chowdhary Independent Director 29th March 2015 -
2. Mr. Dhruva Narayan Jha Independent Director - 29th March 2015
3. Mr. Dhruva Narayan Jha CFO 29th March 2015
4. Ms. Ritika Agarwal Company Secretary 30th March 2015 -

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS TRIBUNALS OR COURTS

There are no other significant and material orders passed by the Regulators/Courts thatwould impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial position ofthe Company between the end of Financial Year and date of the report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the Board ofDirectors confirms that:

1. In the preparation of the annual accounts for the year ended 31st March 2015 allthe applicable accounting standards specified under Section 133 of the Act read with Rule7 of the Companies (Accounts) Rules 2014 have been followed;

2. The Directors have adopted 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;

3. 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; and

4. The Directors have prepared the annual accounts on a going concern basis.

5. Proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively; and

6. Systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

INFORMATIONTECHNOLOGY

Your Company believes that in addition to progressive thought it is imperative toinvest in Information and Technology to ascertain future exposure and prepare forchallenges. In its endeavor to obtain and deliver the best your Company has tie-ups withan IT solution Company to harness and tap the latest and the best of technology anddeploy/absorb technology wherever feasible relevant and appropriate.

BUSINESS RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement the Company hasconstituted a Business Risk Management Committee. The details of Committee and its termsof reference are set out in the Corporate Governance Report forming part of theBoard’s Report.

The Company has a robust Business Risk Management (BRM) framework to identify evaluatebusiness risks and opportunities. This framework seeks to create transparency minimizeadverse impact on the business objectives and enhance the Company’s competitiveadvantage. The business risk framework defines the risk management approach across theenterprise at various levels including documentation and reporting. The framework hasdifferent risk models which help in identifying risks trend exposure and potential impactanalysis at a Company level as also separately for business segments viz. Finance andCapital Market activities.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit (IA) functionis defined in the Internal Audit Charter. To maintain its objectivity and independencethe Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficiency and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies. Based on the report of internal audit function process ownersundertake corrective action in their respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon are presented to the AuditCommittee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As required under Rule 7 of The Companies (Meetings of Board and its Powers) Rules2014 the Company has a vigil mechanism named Fraud Risk Management Policy (FRM) to dealwith instance of fraud and mismanagement if any. The detail of the FRM Policy isexplained in the Corporate Governance Report.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressiveresearch and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation. During the year underreview expenditure on research and development is not significant in relation to thenature size of operations of your Company.

AUDITORS

Statutory Auditors

The Auditors M/s B. S. Kedia & Co. Chartered Accountants Kolkata who areStatutory Auditors of the Company and holds the office until the conclusion of ensuingAnnual General Meeting and are recommended for re-appointment to audit the accounts of theCompany from the conclusion of the 32nd Annual General Meeting up to theconclusion of the 36th consecutive Annual General Meeting (subject to ratification by themembers at every subsequent AGM). As required under the provisions of Section 139 &142 of the Companies Act 2013 the Company has obtained written confirmation from M/s. B.S. Kedia & Co that their appointment if made would be in conformity with the limitsspecified in the said Section.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s G. S. Bhide & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Reportis annexed elsewhere in this Annual Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 as requiredunder section 92 of the Companies Act 2013 is annexed elsewhere in this Annual Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees’ particulars which is available for inspection by theMembers at the Registered Office of the Company during business hours on working days ofthe Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.

PARTICULARS UNDER SECTION 134(3)(M) OF THE COMPANIES ACT 2013

Since the Company is into the Business of Financing and Investing activities in Sharesand Securities; the information regarding conservation of energy Technology AbsorptionAdoption and innovation under section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the yearunder review.

PUBLIC DEPOSITS

During the year under review your Company has not accepted any deposits from thepublic within the meaning of section 73 of the Companies Act 2013 and the rules thereunder.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the CompaniesAct 2013 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant toClause 49 of the Listing Agreement a Report on the Corporate Governance and the AuditorsCertificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution ofall the employees of the Company and their gratitude to the Company’s valuedcustomers bankers vendors and members for their continued support and confidence in theCompany.

Kolkata May 29 2015 By order of the Board
For Warner Multimedia Limited
Registered Office : Jagdish prasad purohit
P-27 Princep Street 3rd Floor (DIN : 00083125)
Kolkata-700 072. Chairman & Managing Director