To the Members
The Directors have pleasure in presenting before you the Directors Report of theCompany together with the Audited Statements of Accounts for the year ended 31 st March2018.
1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:
The performance during the period ended 31st March 2018 has been as under: RS
|Particulars ||2017-2018 ||2016-2017 |
|Total Income ||134.33 ||672.98 |
|Total Expenditure ||195.53 ||567.42 |
|Profit Before Tax ||(61.20) ||105.56 |
|Provision for Tax ||- ||- |
|Profit after Tax ||(61.20) ||105.56 |
2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There were no material changes and commitments affecting financial position of thecompany between 31 st March and the date of Board's Report. (i.e. 31/10/2018).
3. 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.
4. PUBLIC DEPOSITS:
The Company has not accepted any deposits falling within the meaning of Section 73 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 during thefinancial year under review.
5. TRANSFER TO RESERVES:
Directors have decided not to transfer any amount to reserves for the year.
The Directors have not recommend dividend for the year.
7. REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements for the year under review.
8. DISCLOSURE UNDER SECTION 134(3) OF THE COMPANIES ACT 2013:
No material changes and commitments which could affect the Company's financial positionhave occurred between the ends of the financial year of the Company.
9. DISCLOSURE OF 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 observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls. The Company maintains appropriate system ofinternal control including monitoring procedures to ensure that all assets aresafeguarded against loss from unauthorized use or disposition. Company policiesguidelines and procedures provide for adequate checks and balances and are meant toensure that all transactions are authorized recorded and reported correctly.
10. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.
11. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
The details of transactions/contracts/arrangements entered into by the Company withrelated party(ies) as defined under the provisions of Section 2(76) of the Companies Act2013 during the financial year under review are furnished in detail somewhere else inthe report (if applicable) and forms part of this Report.
12. BOARD MEETINGS DURING THE YEAR:
The Board of Directors duly met 7 (Seven) times on 30.05.2017 03.08.2017 14.08.201728.08.2017 14.11.2017 14.12.2017 and 14.02.2018 in respect of which meetings propernotices were given and the proceedings were properly recorded and signed in the MinutesBook maintained for the purpose.
13. CORPORATE GOVERNANCE:
A Separate section in the Annual Report titled "Report on CorporateGovernance" along with the Auditors' Certificate on Corporate Governance asstipulated under Regulation 34 read with Schedule V of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.
14. 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 Annexure III
15. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS/CEO/CFO ANDKEY MANANGERIAL PERSONNEL:
During the year there is no change in the Board of the Company. Mr. B. Mohan Rao NonExecutive Director retires by rotation and being eligible offers himself forre-appointment. Your Board recommends his reappointment.
Mr. Khush Mohammad was appointed as Company Secretary and Compliance Officer of theCompany with effect from 03.08.2017. The details of the director beingappointed/re-appointed are given below:
|Particulars ||Name of the director |
|Name ||B. Mohan Rao |
|DIN ||07233665 |
|Date of Birth ||11/06/1972 |
|Date of Appointment ||09/07/2015 |
|Qualifications ||B. Tech |
|No. of Shares held in the Company ||500000 |
|Directorships held in other companies (excluding private limited and foreign companies) ||- |
|Positions held in mandatory committees of other companies ||- |
|Relationship with other directors of the Company ||- |
16. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from Mr.Rama Mohan Rao Mr. Kolli Reddy (resignedw.e.f. 14.08.2018) and Mrs. Sita Visalakshi Chimakurthy Independent directors of thecompany to the effect that they are meeting the criteria of independence as provided inSub-section (6) of Section 149 of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
17. DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:
a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) The Directors had 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 that period;
c) The Directors had 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) The Directors had prepared the annual accounts on a going concern basis; and
e) 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) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
18. 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.
19. STATUTORY AUDITORS:
M/s. Kamlesh Kumar Bhargav Chartered Accountants Statutory Auditors of the Companyretire at the ensuing Annual General Meeting and being eligible have expressed theirwillingness for reappointment. Your directors propose the appointment of M/s. KamleshKumar Bhargav Chartered Accountants as statutory auditors to hold office until theconclusion of the 31 st Annual General Meeting of the company subject to the ratificationof the shareholders in every annual general meeting.
The Board recommends the re-appointment of M/s. Kamlesh Kumar Bhargav CharteredAccountants as the statutory auditors of the Company.
20. INTERNAL AUDITORS:
M/s. DVAK & Co Chartered Accountants Hyderabad are the internal Auditors of theCompany.
21. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 134(3) (f) & Section 204 of the CompaniesAct 2013 the Secretarial audit report forms part of this report.
22. INDIAN ACCOUNTING STANDARDS:
The Ministry of Corporate Affairs vide its notification dated 16 th February 2015 hasnotified the Companies (Indian Accounting Standards) Rules 2015. In pursuance of the saidnotification the Company adopts Indian Accounting Standards with effect from 01 st April2017. The implementation of Indian Accounting Standards (IAS) is a major change processfor which the Company has set up a dedicated team and is providing desired resources forits completion within the time frame. The impact of the change on adoption of said IAS isbeing assessed.
23. AUDIT REPORTS:
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2018 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges and that may occur in theindustry.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on the Compliances accordingto the provisions of section 204 of the Companies Act 2013 and does not have anyqualifications reservations or adverse remarks except that the company has not appointedthe CFO and Company Secretary.
The Board has appointed Mr. Khush Mohammad as Company secretary w.e.f. 03.08.2017 andthe vacancy for the post of CFO will be filled shortly.
24. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Since the company does not have the net worth of Rs. 500 Crores or more or turnover ofRs. 1000 Crores or more a net profit of Rs. 5 Crores or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.
25. COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS) REGULATIONS 2015:
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 Harrassment Policy
Related Party Policy
Code of Conduct
26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The required information as per Sec.134 of the Companies Act 2013 is providedhereunder:
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:
|1. Research and Development (R&D) ||: NIL |
|2. Technology absorption adoption and innovation ||: NIL |
C. Foreign Exchange Earnings and Out Go:
|Foreign Exchange Earnings ||: Rs. 134.33 Lakhs |
|Foreign Exchange Outgo ||: NIL |
The assets of your Company are adequately insured if any.
28. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given loans or Guarantees or made investments attracting section186 of the Companies Act 2013 during the year under review.
29. CREDIT & GUARANTEE FACILITIES:
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.
30. DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to your Company.
31. 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 no remuneration has been made tothe Managing Director and Whole Time Director and accordingly the ratio of remuneration toManaging Director and Whole-Time Director to median employees is not applicable.
32. 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.
33. CEO/ CFO CERTIFICATION:
The Managing Director and CEO/ CFO certification of the financial statements for theyear 2017-18 is provided as Annexure-I.
34. 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.
35. SECRETARIAL STANDARDS:
The company is in compliance with SS 1 & SS 2.
36. EVENT BASED DISCLOSURES:
During the year under review the Company has not taken up any of the followingactivities:
1. Issue of sweat equity share: The Company has not issued any sweat equityshares during the year under review and hence no information as per provisions of Section54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture)Rules 2014.
2. Issue of shares with differential rights: The Company has not issued anyshares with differential rights and hence no information as per provisions of Section43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture)Rules 2014.
3. Issue of shares under employee's stock option scheme: The Company has notissued any equity shares under Employees Stock Option Scheme during the year under reviewand hence no information as per provisions of Section 62(1)(b) of the Act read with Rule12(9) of the Companies (Share Capital and Debenture) Rules 2014
4. Non- Exercising of voting rights : During the year under review therewere no instances of non-exercising of voting rights in respect of shares purchaseddirectly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule16(4) of Companies (Share Capital and Debentures) Rules 2014.
5. Disclosure on purchase by company or giving of loans by it for purchase ofits shares: The Company did not purchase or give any loans for purchase of its shares.
6. Buy back shares: The Company did not buy-back any shares during theperiod under review.
7. Disclosure about revision: Since the company did not undergo anyrevision this clause is Not Applicable to the company for the period under review.
8. Preferential Allotment of Shares: The Company has done not anypreferential allotment of shares during the year.
37. 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.
38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy.
The following is the summary of sexual harassment complaints received and disposedduring the calendar year.
|No. of complaints received ||: Nil |
|No. of complaints disposed off ||: Nil |
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 || |
| ||7Seas Entertainment Limited || |
| ||Sd/- ||Sd/- |
| ||L. Maruti Sanker ||L. Hemalatha |
|Place: Hyderabad ||Managing Director ||Whole-Time Director |
|Date: 31.10.2018 ||(DIN: 01095047) ||(DIN: 02226943) |
CODE OF CONDUCT
The Company has formulated and implemented a Code of Conduct for Board Members andSenior Management of the Company. Requisite annual affirmations of compliance with therespective Codes have been made by the Directors and Senior Management of the Company.
Certificate of Code of Conduct for the year 2017-18 as per Regulation 17(5) read withRegulation 34(3) Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
7Seas Entertainment Limited is committed for conducting its business in accordance withthe applicable laws rules and regulations and with highest standards of business ethics.The Company has adopted a "Code of Ethics and Business Conduct" which isapplicable to all director officers and employees.
I hereby certify that all the Board Members and Senior Management have affirmed thecompliance with the Code of Ethics and Business Conduct under a certificate of Code ofConduct for the year 2017-18
| ||For and on behalf of the Board |
| ||7Seas Entertainment Limited |
| ||Sd/- |
| ||L. Maruti Sanker |
|Place: Hyderabad ||Managing Director |
|Date: 31.10.2018 ||(DIN: 01095047) |