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Channel Nine Entertainment Ltd.

BSE: 535142 Sector: Media
NSE: N.A. ISIN Code: INE437O01025
BSE 00:00 | 17 Sep Channel Nine Entertainment Ltd
NSE 05:30 | 01 Jan Channel Nine Entertainment Ltd
OPEN 12.12
PREVIOUS CLOSE 12.12
VOLUME 132500
52-Week high 14.20
52-Week low 12.12
P/E
Mkt Cap.(Rs cr) 282
Buy Price 0.00
Buy Qty 0.00
Sell Price 12.12
Sell Qty 2500.00
OPEN 12.12
CLOSE 12.12
VOLUME 132500
52-Week high 14.20
52-Week low 12.12
P/E
Mkt Cap.(Rs cr) 282
Buy Price 0.00
Buy Qty 0.00
Sell Price 12.12
Sell Qty 2500.00

Channel Nine Entertainment Ltd. (CHANNELNINE) - Director Report

Company director report

To

The Members

Channel Nine Entertainment Limited

Your Directors have pleasure in presenting the 17th Directors' Report of your Companytogether with audited Statement of Accounts and the Auditors' Report of your Company forthe financial year ended 31st March 2019.

FINANCIAL SUMMARY OR HIGHSSLIGHTS/PERFORMANCE OF THE COMPANY

The highlights of financial results of your Company are as follows:

Particulars For the Financial year ended as on 31st March 2019 For the Financial year ended as on 31st March 2018
Income 3214579.00 11077887.00
Less: Expenditure 5244631.81 10804502.88
Profit/(Loss) before taxation (2030052.81) 10804502.88
Net profit/ (Loss) after (1077685.81) 987928.12
Taxation

FINANCIAL PERFORMANCE

During the year under review the Company's income is Rs. 3214579/- as against incomeof Rs. 11077887/- in 2017-18.

RESERVES & SURPLUS

The Reserves and Surplus is Rs. 76753903.65 as on the end of the Current year aftertransferring Current year loss Rs. (1077685.81).

DIVIDEND

To plough back the profits in to the business activities no dividend is recommendedfor the financial year 2018-19.

CHANGE IN THE NATURE OF BUSINESS

During the year the Company has not changed its nature of business.

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

There have been no material changes and commitments which can affect the financialposition of the Company occurred between the end of the financial year of the Company anddate of this report.

But during the financial year 2015-2016 SEBI has passed an ad interim Order dated 29thJune 2015 restraining the Company from Security market and Company has not yet receivedFinal order from SEBI.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH

REFERENCE TO THE FINANCIAL STATEMENTS

The Company has a formal system of internal control testing which examines both thedesign effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory /regulatory compliances. The Company has astrong monitoring and reporting process resulting in financial discipline andaccountability.

RISK MANAGEMENT POLICY

Although the company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion as per Sec 134 of CompaniesAct 2013.

Therefore in accordance with Companies Act 2013 the Board members were informedabout risk assessment and minimization procedures after which the Board formally adoptedsteps for framing implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.

In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities. Business risk inter-aliafurther includes financial risk political risk fidelity risk legal risk. As a matter ofpolicy these risks are assessed and steps as appropriate are taken to mitigate the same.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given below.

The information required pursuant to Section 197(12) read with Rule 5(2) of theCompanies Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofEmployees of the Company will be provided on request. In terms of Section 136 of the Actthe reports and accounts are being sent to the members and others entitled theretoexcluding the information on employees particulars mentioned in rule 5(2) of the said rulewhich is available for inspection by the Members at the Registered Office of the Companyduring the business hours on working days of the Company upto the date of ensuing AnnualGeneral Meeting. If any Member is interest in inspecting the same such Member may writeto the Compliance officer in advance.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

Sr. No. Name of Director/KMP and Designation Remuneration of Director/ KMP for FY 2018-19 (In Rs.) % increase in Remuneration in FY 2018-19** Ratio of Remuneration of Director to Median Remuneration of employees Ratio of Remuneration of Director to Median Remuneration of Employees
1. Mr. Gaj Raj Singh Whole Time Director 372000.00 N.A. N.A. N.A.

The number of permanent employees as on 31st March 2019 was 3.

Average of remuneration of employees excluding KMPs Nil

No employee's remuneration for the year 2018-19 exceeded the remuneration of any of theDirectors.

Company's performance has been provided in the Directors' Report which forms part ofthe Board Report.

The key parameter for the variable component of key managerial personnel(s) is linkedwith Company performance and Individual performance.

The remuneration of Directors KMPs and other employees is in accordance with theRemuneration Policy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THECOMPANIES ACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIALYEAR ENDED MARCH 31 2019 NOT APPLICABLE

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES ANDASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March 2019 provision of section 129of the Companies Act 2013 is not applicable.

STATE OF COMPANY AFFAIRS:

The Company is complying with all the applicable laws and provisions and there is noadverse action against the business operations of the Company.

FAMILIARIZATION PROGRAMME:

The Company at its various meetings held during the Financial year 2018-19 hadfamiliarize the Independent Directors with regard to the roles rights responsibilitiesin the Company nature of the industry in which the Company operates the Business modelsof the Company etc. The Independent Directors have been provided with necessary documentsreports and internal policies to familiarize then with the Company's policies proceduresand practices.

Periodic presentations are made to the Board and Board Committee meeting on Businessand performance updates of the Company Business strategy and risks involved.

Quarterly updates on relevant statutory changes and judicial pronouncements andencompassing important amendments are briefed to the Directors.

STATUTORY AUDITORS

In accordance with the provisions of the Companies Act 2013 the Board of Directors ofthe company has proposed the appointment of M/s Ranjan Gupta & Co. CharteredAccountants (Firm Registration No. 17319N) as the statutory auditors of the Company forthe financial year 2019-20.

MAINTENANCE OF COST RECORD:

Maintenance of Cost record as specified by the Central Government under sub-section (1)of Section 148 of the Companies Act 2013 is not applicable on the Company.

AUDITORS' REPORT

The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and therefore I n the opinion of the Directors do not call for furthercomments.

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Sect ion 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the financial year ended 31st March 2019 made under theprovisions of Sect ion 92 (3) of the Act in Form MGT -9 is annexed herewith as an AnnexureII.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 314(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 in respect ofConservation of Energy and Technology Absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review.

There was no foreign exchange earning & outgo during the financial year underreview.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review the Company is not required to comply with the provisionsrelated to Corporate Social Responsibility on the basis of its financial statement.

DIRECTORS & COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

During the year under review Ms. Neena Sood has been resigned from the Board witheffect from 25.05.2018 and Ms. Geeta has been appointed as additional Director with effectfrom 21.06.2018.

Further Mr. Rajesh Kumar Ramjas Jaiswar has been appointed as the Chief FinancialOfficer of the company w.e.f 01.01.2019

b) Declaration by an Independent Director(s) and re- appointment if any

All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act and ListingAgreement.

b) Formal Annual Evaluation

Pursuant to the provisions of companies Act 2013 the Board has carried out annualperformance evaluation of its own performance the directors individually as well theevaluation of the working of its Audit Nomination & Remuneration and Stakeholdercommittee.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

a. BOARD MEETINGS

During the year Seven (07) Board Meetings were convened and held. The details of whichare given below.

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

Sr. No. Date of Board Meeting Total No. of Directors as on the date of Board Meeting No. of Directors attended Meeting
1 25.05.2018 4 4
2 29.05.2018 4 4
3 21.06.2018 4 4
4 04.08.2018 4 4
5 12.11.2018 4 4
6 01.01.2019 4 4
7 30.03.2019 4 4

COMPOSITION AND MEETING OF AUDIT COMMITTEE

Name of the Member Designation Category
*Ms. Neena sood Member Independent Director
Mr. Rajesh Kumar Ramjas Jaiwar Member Non Executive Non Independent Director
Mr. Suneel Kumar Chairman Independent Director
*Ms. Geeta Member Independent Director

Ms. Neena Sood has been resigned from the Director ship with effect from25.05.2018 and Ms. Geeta has been appointed in place of her with effect from 21.06.2018.

COMPOSITION OF MEETING OF STAKEHOLDRES RELATIONSHIP COMMITTEE

Name of the Member Designation Category
*Ms. Neena sood Member Independent Director
Mr. Rajesh Kumar Ramjas Jaiwar Member Non Executive Non Independent Director
Mr. Suneel Kumar Chairman Independent Director
*Ms. Geeta Member Independent Director

Ms. Neena Sood has been resigned from the Director ship with effect from25.05.2018 and Ms. Geeta has been appointed in place of her with effect from 21.06.2018.

NOMINATION & REMUNERATION COMMITTEE

The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed under the provisions of the Companies Act 2013.

The details of the Composition of the Nomination and Remuneration Committee are givenbelow:

Name of the Member Designation Category
*Ms. Neena sood Member Independent Director
Mr. Rajesh Kumar Ramjas Jaiwar Member Non Executive Non Independent Director
Mr. Suneel Kumar Chairman Independent Director
*Ms. Geeta Member Independent Director

Ms. Neena Sood has been resigned from the Director ship with effect from25.05.2018 and Ms. Geeta has been appointed in place of her with effect from 21.06.2018.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year as per Section 177(9) read with Rule 7(1) of The Companies (Meeting ofBoard and its Powers) Rules 2014 Company is required to establish a Vigil Mechanism forits Directors and employees. In order to ensure that the activities of the Company and itsemployees are conducted in a fair and transparent manner by adoption of highest standardsof professionalism honesty integrity and ethical behavior the company has adopted avigil mechanism policy. This policy has been posted on the website of company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year Company has not provided Loans Guarantees and Investments coveredunder the provisions of Section 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. The details oftransactions with the Company and related parties are given for information under notes toAccounts.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

In order to prevent sexual harassment of women at workplace; the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 areeffective in the Company. Under the said Act every company is required to set up anInternal Complaints Committee to look into complaints relating to sexual harassment atworkplace of any women employee. As per the requirement of the Sexual Harassment of Womenat Workplace (Prevention Prohibition & Redressal) Act 2013 and Rules madethereunder your Company has constituted Internal Committees (IC). While maintaining thehighest governance norms to build awareness in this area the Company has been conductinginduction / refresher programmes in the organization on a continuous basis.

During the period under review there was no women employee employed in the company. Sothere was no complaint on sexual harassment during the year under review.

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 The Boardhas on the recommendation of the Nomination & Remuneration Committee framed a Policyfor Selection and appointment of Directors Senior management and their Remuneration.

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Mr. Devesh Arora Proprietor of Devesh Arora & Associates CompanySecretaries to undertake the Secretarial audit of the Company. The Secretarial AuditorReport provided By the Secretarial Auditor in Form No. MR-3 has been enclosed as AnnexureI.

With reference to the qualifications we wish to explain that the Company is in processto remove all the qualifications and observations given by Secretarial Auditor.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall state 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 in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to thank Company's customers shareholderssuppliers bankers Central and State Government for their consistent support to theCompany. The Board also wishes to place on record their appreciation for the hard workdedication and commitment of the employees at all levels. The enthusiasm and unstintingefforts of the employees have enabled the Company to growin the competitive environment.The Board looks forward to their continued support and understanding in the years tocome.

For and on behalf of the Board of Directors
CHANNEL NINE ENTERTAINMENT LIMITED
Sd/- Sd/-
GAJ RAJ SINGH SUNEEL KUMAR
Director Director
DIN: 02925387 DIN: 07135321
HOUSE NO 62 DHAKKA VILLAGE 424 Block 25 Trilok Puri East
GTB Nagar Delhi-110009 Delhi-110091