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Channel Nine Entertainment Ltd.

BSE: 535142 Sector: Media
NSE: N.A. ISIN Code: INE437O01025
BSE 00:00 | 28 Jun 17.10 0
(0.00%)
OPEN

17.10

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17.10

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17.10

NSE 05:30 | 01 Jan Channel Nine Entertainment Ltd
OPEN 17.10
PREVIOUS CLOSE 17.10
VOLUME 2500
52-Week high 24.95
52-Week low 17.10
P/E
Mkt Cap.(Rs cr) 398
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 17.10
CLOSE 17.10
VOLUME 2500
52-Week high 24.95
52-Week low 17.10
P/E
Mkt Cap.(Rs cr) 398
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Channel Nine Entertainment Ltd. (CHANNELNINE) - Director Report

Company director report

To

The Members

Channel Nine Entertainment Limited

Your Directors have pleasure in presenting the 15th Directors' Report ofyour Company together with audited Statement of Accounts and the Auditors' Report of yourCompany for the financial year ended 31st March 2017.

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 2017 For the Financial year ended as on 31st March 2016
Income 26691885.00 34158434.00
Less: Expenditure 26302680.28 32867984.43
Profit/(Loss) before taxation 389204.72 1290449.57
Net profit/ (Loss) after Taxation 875963.72 1201457.57

FINANCIAL PERFORMANCE

During the year under review the Company's income is Rs. 26691885/- as againstincome of Rs. 34158434/- in 2015-16.

RESERVES & SURPLUS

The Reserves and Surplus is Rs. 768.43 Lacs as on the end of the Current year aftertransferring Current year profit Rs. 8.76 Lacs.

DIVIDEND

To plough back the profits in to the business activities no dividend is recommendedfor the financial year 2016-17.

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 receivedany and Investigation Report and Final order from SEBI.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL 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

Name of Director/KMP and Designation Remuneration of Director/ KMP for FY 2016-17 (In Rs.) % increase in Remuneration in FY 201516** Ratio of Remuneration of Director to Median Remuneration of employees Ratio of Remuneration of Director to Median Remuneration of Employees
Mr. Gaj Raj Singh Whole Time Director 396000 N.A. N.A. N.A.
Hitesh Khandelwal Company Secretary {01.04.2016 to 01.03.2017} 132000 N.A. N.A. N.A.

The number of permanent employees as on 31st March 2017 was 2.

Average of remuneration of employees excluding KMPs - Nil

No employee's remuneration for the year 2016-17 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 2017 - 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 2017 provision ofsection 129 of 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 2016-17 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 ratification of appointment of M/s Ranjan Gupta & Co.Chartered Accountants (Firm Registration No. 17319N) as the statutory auditors of theCompany for the financial year 2017-18.

AUDITORS' REPORT

The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and therefore in 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 2017 made underthe provisions of Sect ion 92 (3) of the Act in Form MGT -9 is annexed herewith as anAnnexure.

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 there is no change in the Composition of Board ofDirectors.

During the year under Review Hitesh Khandelwal has resigned from the Post of CompanySecretary from with effect from 01.03.2017.

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.

a. BOARD MEETINGS

During the year Four (04) 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.

Date of Board Meeting Total No. of Directors as on the date of Board Meeting No. of Directors attended Meeting
24.05.2016 4 4
27.07.2016 4 4
12.11.2016 4 4
01.03.2017 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

COMPOSITION OF MEETING OF STAKEHOLDRES RELATIONSHIP COMMITTEE

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

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 Chairman Independent Director
Mr. Rajesh Kumar Ramjas Jaiwar Member Non Executive Non Independent Director
Mr. Suneel Kumar Member Independent Director

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.

SEXUAL HARASSMENT:

The Company has zero tolerance for Sexual Harassment at workplace and has adopted aPolicy on prevention of Sexual Harassment in line with the provisions of Sexual Harassmentof Woman at Workplace (Prevention Prohibition and Redresssal) Act 2013 and the Rulesmade thereunder. There 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 therecommendation of the Nomination & Remuneration Committee framed a Policyfor Selection and appointment of Directors Senior management and their Remuneration. TheRemuneration Policy is stated in the Corporate Governance Report.

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. Pawan Kumar Mishra Proprietor of P K Mishra & 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 Annexure.

With reference to the qualifications we wish to explain that the Company is searchingthe best person for the post of Chief Financial Officer and further the Company has notyet received any Investigation Report and Final order from SEBI against the ad interimOrder dated 29th June 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 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 grow in 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/-
RAJESH KUMAR RANJAS JAISWAR GAJ RAJ SINGH
Director Director
Din No. 06845321 Din No. 02925387
Address: 61 Bhasot Bhasot Address : House No 62
Janpur -222413 Dhakka Village GTB NAGAR Delhi-110009