To the Members
M/s. 7Seas Entertainment Limited
Hyderabad Telangana India
The Directors have pleasure in presenting before you the 30th DirectorsReport of the Company together with the Audited Statements of Accounts for the year ended31st March 2021.
1. Financial summary/highlights:
The performance during the period ended 31st March 2021 has been as under:
(Amount in Million)
|Particulars ||2020-21 ||2019-20 |
|Turnover/Income (Gross) ||0.16 ||0.52 |
|Other Income ||28.26 ||- |
|Profit/loss before Depreciation Finance Costs Exceptional items and Tax Expense ||22.92 ||(2.55) |
|Less: Depreciation/ Amortization/ Impairment ||5.14 ||7.29 |
|Profit /loss before Finance Costs Exceptional items and Tax Expense ||17.78 ||(9.84) |
|Less: Finance Costs ||- ||5.62 |
|Profit /loss before Exceptional items and Tax Expense ||17.78 ||(15.46) |
|Add/(less): Exceptional items ||- ||- |
|Profit /loss before Tax Expense ||17.78 ||(15.46) |
|Less: Tax Expense (Current & Deferred) ||- ||- |
|Profit /loss for the year (1) ||17.78 ||(15.46) |
|Total Comprehensive Income/loss (2) ||- ||- |
|Total (1+2) ||17.78 ||(15.46) |
|Balance of profit /loss for earlier years ||(300.98) ||(285.52) |
|Less: Transfer to Debenture Redemption Reserve ||- ||- |
|Less: Transfer to Reserves ||- ||- |
|Less: Dividend paid on Equity Shares ||- ||- |
|Less: Dividend paid on Preference Shares ||- ||- |
|Less: Dividend Distribution Tax ||- ||- |
|Balance carried forward ||(283.20) ||(300.98) |
2. Overview & state of the company's affairs:
During the year under review the Company has recorded total income including otherincome of Rs.28.42 million and profit of Rs.17.78 million as against the income of Rs.0.52million and loss of Rs.15.46 million in the previous financial year ending 31.03.2020.
3. Impact of covid-19 on the performance:
The Company has considered the possible effects that may result from the pandemicrelating to COVID-19. In developing the assumptions relating to the possible futureuncertainties in the global economic conditions because of this pandemic the Company asat the date of approval of financial statements has used internal and external sources ofinformation including credit reports and related information economic forecasts. TheCompany has performed sensitivity analysis on the assumptions used and based on currentestimates expects the carrying amount of these assets will be recovered. The impact ofCOVID-19 on the Company's financial statements may differ from that estimated as at thedate of approval of these financial statements.
Keeping the Company's growth plans in mind your directors have decided not torecommend dividend for the year.
5. Transfer to reserves:
Pursuant to provisions of Section 134(3)(j) of the Companies Act 2013 the company hasnot proposed to transfer any amount to general reserves account of the company during theyear under review.
6. Material changes & commitment affecting the financial position of the company:
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred during the end of the Financial Year of the Company towhich the financial statements relate and the date of the report.
7. Significant & material orders passed by the regulators or courts or tribunals:
No significant or material orders have been passed against the Company by theRegulators Courts or Tribunals which impacts the going concern status and company'soperations in future.
8. Transfer of un-claimed dividend to Investor Education and Protection:
There is no such amount of Un-paid or Unclaimed Dividend be transferred to Investor andEducation and Protection Fund for the financial year ended 31st March 2021.
Also disclosures with respect to any unpaid dividend lying in unpaid/unclaimeddividend account has been given in this report as Annexure- 1.
9. Details of utilization of funds:
During the year under review the Company has not raised any funds through PreferentialAllotment or Qualified Institutions Placement as specified under Regulation 32(7A) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.
10. Details of Nodal Officer:
The Company has designated Mr. L.Maruti Sanker as a Nodal Officer for the purpose ofIEPF.
11. Revision of financial statements:
There was no revision of the financial statements for the year under review.
12. Change in the nature of business if any:
During the period under review and the date of Board's Report there was no change inthe nature of Business.
13. Deposits from public:
The Company has not accepted any public deposits during the Financial Year ended 31stMarch 2021 and as such no amount of principal or interest on public deposits wasoutstanding as on the date of the balance sheet.
Since the Company has not accepted any deposits during the Financial Year ended 31stMarch 2021 there has been no non-compliance with the requirements of the Act.
14. Depository System:
SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 mandate thatthe transfer except transmission and transposition of securities shall be carried out indematerialized form only with effect from 1st April 2021. In view of thenumerous advantages offered by the Depository system as well as to avoid frauds membersholding shares in physical mode are advised to avail of the facility of dematerializationfrom either of the depositories. The Company has directly as well as through its RTAsent intimation to shareholders who are holding shares in physical form advising them toget the shares dematerialized.
Also disclosures with respect to any outstanding shares lying in demat suspenseaccount has been given in this report as Annexure- 1.
15. Independent director's familiarization programmes:
Independent Directors are familiarized about the Company's operations and businessesand financial performance of the Company significant development so as to enable them totake well-informed decisions in timely manner. Interaction with the Business heads and keyexecutives of the Company is also facilitated. Detailed presentations on importantpolicies of the Company are also made to the directors. Direct meetings with the Chairmanare further facilitated to familiarize the incumbent Director about the Company/itsbusinesses and the group practices. The details of familiarisation programme held in FY2020-21 are also disclosed on the Company's website and its web link ishttp://www.7seasent.com.
16. Board Evaluation
The Board of Directors of the Company carried out annual evaluation of its ownperformance Committees of the Board and individual Directors pursuant to variousprovisions under the Act Regulation 17 19 and Schedule II of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 the SEBI circular datedJanuary 5 2017 circular dated January 10 2019 which provides further clarity on theprocess of Board Evaluation ("SEBI Guidance Note") and SEBI circular datedFebruary 5 2019. The Company has implemented a system of evaluating performance of theBoard of Directors and of its Committees and individual Directors on the basis of astructured questionnaire which comprises evaluation criteria taking into considerationvarious performance related aspects. The procedure followed for the performance evaluationof the Board Committees and individual Directors is enumerated in the CorporateGovernance Report.
17. Number of Board the Meetings:
During the year four (4) meetings of the Board of Directors of the Company wereconvened and held in accordance with the provisions of the Act. Dates of the BoardMeeting attendance by the directors are given in the Corporate Governance Report formingan integral part of this report.
18. Committees of the Board:
There are various Board constituted Committees as stipulated under the Act and ListingRegulations namely Audit Committee Nomination and Remuneration Committee StakeholdersRelationship and Risk Management Committee. Brief details pertaining to composition termsof reference meetings held and attendance thereat of these Committees during the year hasbeen enumerated in Corporate Governance report.
19. Audit Committee Recommendations:
During the year all recommendations of Audit Committee were approved by the Board ofDirectors.
20. Directors and key managerial personnel:
As on date of this report the Company has Six Directors out of those three areIndependent Directors and one non-executive Director and two executive Directors includingone Woman Director.
a. Appointment of Directors of the Company:
i. Mrs. L Hemalatha as non-independent and executive Director retires by rotation andbeing eligible offers herself for re-appointment.
ii. Disclosure pursuant to Regulation 36(3) of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") with respect to Directors seeking appointment at the Meeting is givenbelow:
|Name of Director ||Mrs. L. Hemalatha |
|Date of Birth ||30-10-1980 |
|Qualification ||B.Sc Graduate |
|Brief Resume ||Mrs. L. Hemalatha is a B.Sc Graduate with an experience of around 8 years in game testing field. |
|Expertise in specific functional areas ||Game testing field and administration |
|Names of Listed entities in which the person also holds the directorship and the membership of Committees of the board ||7Seas Entertainment Limited |
|No. of Shares held in the Company ||400000 Equity Shares |
|Inter se relationship with any Director ||Spouse of Mr. L. Maruti Sanker Managing Director |
iii. Further the company has appointed Mr. Harikrishna Duggineni (DIN: 09302531) asAdditional Independent Director in Board meeting held on 4th September 2021and relevant disclosures forms part of notice of Annual General Meeting.
|Name of Director ||Harikrishna Duggineni |
|Date of Birth ||18/08/1982 |
|Qualification ||B.Com ACMA F.C.A. |
|Brief Resume ||He has been conducting internal audit and Internal Financial controls audit of Listed Entities carrying out Bank Audits and providing services in the field of accounts Income Tax. |
|Expertise in specific functional areas ||Finance Taxation & Project financing |
|Names of Listed entities in which the person also holds the directorship and the membership of Committees of the board ||7Seas Entertainment Limited |
|No. of Shares held in the Company ||Nil |
|Inter se relationship with any Director ||Not Applicable |
b. Cessation of Director of the company:
Mr. P. Raja Sekhar has resigned due to ill health and preoccupations only with effectfrom the conclusion of the business hours on 1st September 2021 and also stated thatthere are no material reasons other than those provided.
c. Key Managerial Personnel:
Key Managerial Personnel for the financial year 2020-21-
Mr. L. Maruti Sanker Managing Director of the company.
Mrs. L. Hemalatha Whole Time Director cum Chief Financial Officer of thecompany.
Mr. Remo John Company Secretary of the Company.
21. Indian Accounting Standards:
The Ministry of Corporate Affairs vide its notification dated 16th February2015 has notified the Companies (Indian Accounting Standards) Rules 2015. In pursuance ofthe said notification the Company adopts Indian Accounting Standards with effect from 01stApril 2017. The implementation of Indian Accounting Standards (IAS) is a major changeprocess for which the Company has set up a dedicated team and is providing desiredresources for its completion within the time frame.
22. Statutory audit and auditors report:
Pursuant to the provisions of Section 139 142 of the Companies Act 2013 and the Rulesframed thereunder and provisions of the Securities Exchange Board of India (ListingObligation and Disclosure Requirements) Regulations 2015 and based upon recommendation ofthe Audit Committee M/s. Sathuluri & Co. Chartered Accountants Hyderabad (FirmRegistration No. 006383S) was appointed at the 29th Annual General Meetingheld on 28th December 2020 as Statutory Auditors of the Company to hold officefor a term of five years from the conclusion of 29th Annual General Meetingtill the conclusion of the 34th Annual General Meeting of the Company to be held in theyear 2025. The Auditors' Report for fiscal 2021 does not contain any qualificationreservation or adverse remark. The Auditors' Report is enclosed with the financialstatements in this Annual Report. The Company has received audit report with unmodifiedopinion for Standalone audited financial results of the Company for the Financial Yearended 31st March 2021 from the statutory auditors of the Company.
The Auditors have confirmed that they have subjected themselves to the peer reviewprocess of Institute of Chartered Accountants of India (ICAI) and hold valid certificateissued by the Peer Review Board of the ICAI.
23. Internal auditors:
Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts)Rules 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board andits Powers) Rules 2014; during the year under review the Internal Audit of the functionsand activities of the Company was undertaken by the Internal Auditor of the Company onquarterly basis by M/s. DVAK & Co. the Internal Auditor of the Company.
Deviations are reviewed periodically and due compliance ensured. Summary of SignificantAudit Observations along with recommendations and its implementations are reviewed by theAudit Committee and concerns if any are reported to Board. There were no adverse remarksor qualification on accounts of the Company from the Internal Auditor.
The Board has re-appointed M/s. DVAK & Co. Chartered Accountants Hyderabad asInternal Auditors for the Financial Year 2021-22.
24. Secretarial Auditor & Audit Report:
In terms of section 204 of the Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 based upon the recommendations ofthe Audit Committee the Board of Directors had appointed M/s. Amit Dharmani &Associates Practicing Company Secretaries (C.P.No:18179) as the Secretarial Auditor ofthe Company for conducting the Secretarial Audit for financial year ended 31stMarch 2021.
The Secretarial Audit was carried out for the financial year ended 31stMarch 2021. The Report given by the Secretarial Auditor is annexed herewith as Annexure-2and forms integral part of this Report.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark except the below:
"During the period under review company reports to be continuously suspended fromtrading by BSE Limited due to certain non-compliances of regulations Corporate Governanceand delay in submissions of the certain reports and we have no comments to offer on thematter as trading commenced in FY 2021-22. "
The Management reply to the above qualification is:
The Company was under suspension on BSE due to penal reasons. However the Company hasbeen working aggressively towards revoking the company from suspension andthe company isnow actively trading on stock exchange.
25. Annual Secretarial Compliance Report:
SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08 2019 read withRegulation 24(A) of the Listing Regulations directed listed entities to conduct AnnualSecretarial compliance audit from a Practicing Company Secretary of all applicable SEBIRegulations and circulars/guidelines issued thereunder. In this regard the SecretarialCompliance Report dated June 30 2021 given by M/s. Rajora & Co Practicing CompanySecretaries (CP No. 22886) was duly submitted to Stock Exchanges with in stipulated time.The Report given by the Practicing Company Secretary is annexed herewith as Annexure-2Aand forms integral part of this Report
The Secretarial Compliance Report does not contain any qualification reservation oradverse remark except the below:
"The company got suspended from trading by BSE Limited due to certainnoncompliances of regulations Corporate Governance and delay in submissions of thecertain reports."
The Management reply to the above qualification is:
The Company was under suspension on BSE due to penal reasons. However the Company hasbeen working aggressively towards revoking the company from suspension and the company isnow actively trading on stock exchange.
26. Information about The Financial Performance / Financial Position of TheSubsidiaries / Associates:
The Company does not have any subsidiary. During the year neither any company became asubsidiary nor ceased as a subsidiary.
27. Compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015:
In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has signed uniform listing agreement with BSE Limited and framed thefollowing policies which are available on Company's website i.e. www.7seasent.com.
Board Diversity Policy
Policy on preservation of Documents
Risk Management Policy
Whistle Blower Policy
Familiarisation programme for Independent Directors
Anti-Sexual Harassment Policy
Related Party Policy
Code of Conduct
28. Cost records and cost audit:
Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Act are not applicable for the business activitiescarried out by the Company.
29. No Frauds reported by statutory auditors:
During the Financial Year 2020-21 the Auditors have not reported any matter undersection 143(12) of the Companies Act 2013 therefore no detail is required to bedisclosed under section 134(3) (ca) of the Companies Act 2013.
30. Declaration by the Company:
The Company has issued a certificate to its Directors confirming that it has not madeany default under Section 164(2) of the Act as on 31st March 2021.
31. Conservation of energy technology absorption and foreign exchange outgo:
The required information as per Sec.134 (3) (m) of the Companies Act 2013 is providedhereunder and Rule 8 of Companies (Accounts) Rules 2014:
a. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.
b. Technology Absorption:
i. Research and Development (R&D): NIL
ii. Technology absorption adoption and innovation: NIL
c. Foreign Exchange Earnings and Out Go:
i. Foreign Exchange Earnings: Nil
ii. Foreign Exchange Outgo: Nil
32. Management discussion and analysis report:
Management discussion and analysis report for the year under review as stipulated underRegulation 34 (e) read with schedule V Part B of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with the stock exchange in India is annexed herewith asAnnexure- 3 to this report.
33. Risk management policy:
The Board of Directors had constituted Risk Management Committee to identify elementsof risk in different areas of operations and to develop policy for actions associated tomitigate the risks. The Committee is responsible for reviewing the risk management planand ensuring its effectiveness. The major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continual basis.
34. Corporate governance:
Your Company has taken adequate steps to ensure compliance with the provisions ofCorporate Governance as prescribed under the Listing Regulations. A separate section onCorporate Governance forming a part of this Report and the requisite certificate from theCompany's Auditors confirming compliance with the conditions of Corporate Governance isattached to the report on Corporate Governance as Annexure-4.
Also certificate by the statutory auditor of the company certifying the CorporateGovernance Report of the company as per SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 has been included in this report as Annexure-5.
35. Authorised and paid-up capital of the company:
The authorized capital of the company stands at Rs. 112500000/- divided into
I 1250000 equity shares of Rs.10/- each. The company's paid-up capital is Rs.
II 1109000/- divided into 11110900 equity shares of Rs. 10/- each.
36. Annual Return:
Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies(Management and Administration) Rules 2014 Annual Return in Form MGT-7 will be hosted onwebsite URL: https://www. www.7seasent.com.
37. Declaration of independence:
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and under Regulation 16(1)(b)read with Regulation 25 of the Listing Regulations attached as Annexure-6.
In compliance with Rule 6 of Companies (Appointment and Qualification of Directors)Rules 2014 all the Independent Directors of the Company have registered themselves withthe India Institute of Corporate Affairs (IICA) Manesar and have included their names inthe databank of Independent Directors within the statutory timeline. They have alsoconfirmed that they will appear for the online proficiency test as per guidelines issuedby Ministry of Corporate Affairs.
The Independent Directors have also confirmed that they have complied with Schedule IVof the Act and the Company's Code of Conduct.
In terms of Regulations 25(8) of the Listing Regulations the Independent Directorshave confirmed that they are not aware of any circumstance or situation which exists ormay be reasonably anticipated that could impair or impact their ability to dischargetheir duties with an objective independent judgement and without any external influence.
During the year Independent Directors of the Company had no pecuniary relationship ortransactions with the Company other than sitting fees commission and reimbursement ofexpenses incurred by them for the purpose of attending meetings of the Board of Directorsand Committee(s).
38. Director's Responsibility Statement:
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external agencies including audit of internal financial controlsover financial reporting by the statutory auditors and the reviews performed by themanagement and the relevant Board Committees including the Audit Committee the Board isof the opinion that the Company's internal financial controls were adequate and operatingeffectively during the Financial Year 2020-21.
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that for the Financial Year ended 31st March2021:
a) in the preparation of the annual accounts for the financial year ended 31stMarch 2021 the applicable accounting standards and schedule III of the Companies Act2013 have been followed and there are no material departures from the same;
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 your Company as on 31st March 2021 and ofthe profit and loss of the Company for the financial year ended 31st March2021;
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual accounts have been prepared on a going concern basis;
e) Proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws werefollowed and that such systems were adequate and operating effectively.
39. Vigil Mechanism/Whistle Blower Policy:
The Board of Directors have formulated a Whistle Blower Policy which is in compliancewith the provisions of Section 177(10) of the Companies Act 2013 and Regulation 22 of theListing Regulations. The Company promotes ethical behaviour and has put in place amechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanismand Whistle-blower policy under which the employees are free to report violations ofapplicable laws and regulations and the Code of Conduct. Employees may report theirgenuine concerns to the Chairman of the Audit Committee. During the year under review noemployee was denied access to the Audit Committee.
The policy provides for adequate safeguards against the victimisation of the employeeswho use the vigil mechanism. The details of establishment of such mechanism have beendisclosed on the website www.7seasent.com
40. Corporate social responsibility policy:
Since your Company does not have net worth of Rs. 500 Crore or more or turnover of Rs.1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial year2020-2021 section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility is not applicable and hence the Company need not adopt any Corporate SocialResponsibility Policy.
41. Secretarial Standards:
The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand such systems are adequate and operating effectively. During the year under review theCompany was in compliance with the Secretarial Standards (SS) i.e. SS-1 and SS- 2relating to "Meetings of the Board of Directors" and "GeneralMeetings" respectively.
The properties and assets of your Company are adequately insured.
43. Ratio of remuneration to each director:
Under section 197(12) of the Companies Act 2013 and Rule 5(1)(2) & (3) of theCompanies (Appointment & Remuneration) Rules 2014 the ratio of Managing Director's(Mr. L. Maruti Sanker) and Whole-Time Director's (Mrs. L. Hemalatha) remuneration tomedian employees is 2.94:1 and 1.76:1 respectively.
44. Internal Financial Control Systems:
Your Company has well laid out policies on financial reporting asset managementadherence to Management policies and also on promoting compliance of ethical andwell-defined standards. The Company follows an exhaustive budgetary control and standardcosting system. Moreover the management team regularly meets to monitor goals and resultsand scrutinizes reasons for deviations in order to take necessary corrective steps. TheAudit Committee which meets at regular intervals also reviews the internal control systemswith the Management and the internal auditors.
The internal audit is conducted at the Company and covers all key areas. All auditobservations and follow up actions are discussed with the Management as also the StatutoryAuditors and the Audit Committee reviews them regularly.
45. Related Party Transactions:
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. During the financial year2020-21 there were no materially significant related party transactions made by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large.
In line with the provisions of Section 177 of the Act read with the Companies (Meetingsof the Board and its Powers) Rules 2014 omnibus approval for the estimated value oftransactions with the related parties for the financial year is obtained from the AuditCommittee. The transactions with the related parties are routine and repetitive in nature.
The summary statement of transactions entered into with the related parties pursuant tothe omnibus approval so granted are reviewed and approved by the Audit Committee and theBoard of Directors on a quarterly basis. The summary statements are supported by anindependent audit report certifying that the transactions are at an arm's length basis andin the ordinary course of business.
The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 is not applicable to the company during theperiod under review.
46. Policy on director's appointment and remuneration:
In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of theCompanies Act 2013 the Board of Directors upon recommendation of the Nomination andRemuneration Committee approved a policy on Director's appointment and remunerationincluding criteria for determining qualifications positive attributes independence of aDirector and other matters. The said Policy extract is covered in Corporate GovernanceReport which forms part of this Report and is also uploaded on the Company's website atwww.7seasent.com.
47. Particulars of loans guarantees or Investments:
The Company has availed Credit and Guarantee facilities from Indian Overseas Bank RajBhavan Road Branch during the year. Due to non- payment of interest on cash creditaccounts the bank has classified cash credit as NPA account. The management has made itsbest efforts towards one time settlement.
Further the company has not given loans or guarantees or made investments attractingsection 186 of the Companies Act 2013 during the year under review.
48. Non-executive directors' compensation and disclosures:
None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.
49. Employee Relations and Remuneration:
Your directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company.
None of the employees is drawing Rs. 850000/- and above per month or Rs.10200000/-and above in aggregate per annum the limits prescribed under Section 197(12) of CompaniesAct 2013 read with Rule 5 of Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014.
50. Failure to implement corporate actions:
During the year under review no corporate actions were done by the Company.
51. Corporate insolvency resolution process initiated under the insolvency andbankruptcy code 2016:
No corporate insolvency resolution processes were initiated against the Company underthe Insolvency and Bankruptcy Code 2016 during the year under review.
52. Statutory compliance:
The Company has complied with the required provisions relating to statutory compliancewith regard to the affairs of the Company in all respects.
53. Code of conduct for the prevention of insider trading:
The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2015 and AmendedRegulations 2018. The Insider Trading Policy of the Company lays down guidelines andprocedures to be followed and disclosures to be made while dealing with shares of theCompany as well as the consequences of violation. The policy has been formulated toregulate monitor and ensure reporting of deals by employees and to maintain the highestethical standards of dealing in Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website www.7seasent.com.
54. Industry based disclosures as mandated by the respective laws governing thecompany:
The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.
55. Prevention of sexual harassment at workplace:
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at workplace.
This is in line with provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 (POSH Act') and the Rules madethereunder. With the objective of providing a safe working environment all employees(permanent contractual temporary trainees) are covered under this Policy. The policy isavailable on the website at www.7seasent.com.
As per the requirement of the Prevention of Sexual Harassment (POSH) Act and Rules madethereunder the Company has constituted an Internal Committee at all its locations knownas the Prevention of Sexual Harassment (POSH) Committees to inquire and redresscomplaints received regarding sexual harassment. During the year under review there wereno Complaints pertaining to sexual harassment.
56. Green Initiatives:
In commitment to keep in line with the Green Initiative and going beyond it to createnew green initiatives electronic copy of the Notice of 30th Annual General Meeting of theCompany are sent to all Members whose email addresses are registered with theCompany/Depository Participant(s). For members who have not registered their emailaddresses physical copies are sent through the permitted mode.
57. Event Based Disclosures
During the year under review the Company has not taken up any of the followingactivities:
a. Issue of sweat equity share: NA
b. Issue of shares with differential rights: NA
c. Issue of shares under employee's stock option scheme: NA
d. Disclosure on purchase by Company or giving of loans by it for purchase of itsshares: NA
e. Buy back shares: NA
f. Disclosure about revision: NA
g. Preferential Allotment of Shares: NA
58. Other Disclosures:
Your directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
a. Issue of equity shares with differential rights as to dividend voting or otherwise.
b. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.
c. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulation of certain policies for all listed companies. All the policies areavailable on our website (https://www.7seasent.com/investors/ policies). The policies arereviewed periodically by the Board and updated based on need and new compliancerequirement.
|Name of the policy ||Brief Description ||Website link |
|Board Diversity Policy ||7Seas Technologies Limited we believe that a truly diverse board will leverage differences in thought perspective knowledge skill regional and industry experience cultural and geographical background age ethnicity race and gender which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. ||https://www.7seasent.com. |
|Nomination and Remuneration Policy ||This policy formulates the criteria for determining qualifications competencies positive attributes and independence for the appointment of a director (executive/ non-executive) and also the criteria for determining the remuneration of the Directors key managerial personnel and other employees. ||https://www.7seasent.com. |
|Related Party T ransaction Policy ||The policy regulates all transactions between the Company and its related parties ||https://www.7seasent.com. |
60. CEO/CFO Certification:
As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the CEO/CFO certification is attached with theannual report in Annexure- 7.
61. Appreciation & acknowledgement:
Your directors wish to place on record their appreciation of the contribution made bythe employees at all levels for the continued growth and prosperity of your Company.
Your directors also wish to place on record their appreciation of businessconstituents banks and other financial institutions other statutory authorities likeSEBI ROC Stock Exchanges NSDL CDSL etc and shareholders of the Company for theircontinued support for the growth of the Company.
|For and on behalf of the Board of Directors of 7SEAS ENTERTAINMENT LIMITED || |
|Sd/- ||Sd/- |
|L. Maruti Sanker ||L. Hemalatha |
|Managing Director ||Whole-Time Director & CFO |
|(DIN: 01095047) ||(DIN:02226943) |
|Place: Hyderabad || |
|Date: 04.09.2021 || |