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Esha Media Research Ltd.

BSE: 531259 Sector: Services
NSE: N.A. ISIN Code: INE328F01016
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NSE 05:30 | 01 Jan Esha Media Research Ltd
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VOLUME 283
52-Week high 7.87
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OPEN 5.90
CLOSE 6.00
VOLUME 283
52-Week high 7.87
52-Week low 3.83
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Esha Media Research Ltd. (ESHAMEDIA) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their 37thAnnual Report togetherwith the Audited Accounts of the Company for the Year ended March 31 2020.

FINANCIAL RESULTS:

(Amount in Lacs)
Particulars Year ended 31st March 2020 Year ended 31st March 2019
Total Revenue 10.00 8.40
Profit/(Loss) before taxation (40.99) (535.03)
Add/Less: Tax Expense 4.09 10.71
Profit/(Loss) after tax (36.90) (524.32)
Loss: Balance B/F from the previous year 1570.90 1046.59
Add: Other Balance W/Off - -
Loss C/F to the next year 1607.81 1570.90

OPERATIONAL REVIEW:

The Company recorded a turnover of 10 lacs during the year under review as against 8.40lacs in the previous year and thus registering an increase of Rs. 1.6 lacs. The net lossafter tax is Rs. 36.90 lacs as against a loss of Rs. 524.32 lacs in the previous year.

Esha Media Research Limited is developing various other verticals to increase revenueand the presence in this sector Media research as per the clients' keywords have beenwell accepted in the industry giving credibility to your company's research. The researchis done project based weekly fortnightly or monthly basis. These reports give an insiderview on the behavior trend of the media for the respective keywords. (Company brandissues competition etc).

PRE-COVID:

In the 3rd quarter of calendar year 2019 the country's economic growth declined toless than 5%. The economy bottomed out. It was expected that in the 4th quarter ofcalendar year 2019 i.e. October 2019 to December 2019 the economy would pick up to 5%.However the economy has remained stagnant. The current slowdown is due to various factorsviz. after effects of demonetization Covid-19 outbreak consumer demand slump realestate slowdown lesser jobs and lower investments.

ESTIMATION OF UNCERTAINTIES RELATING TO THE GLOBAL HEALTH PANDEMIC FROM COVID-19:

The Company has considered the possible effects that may result from the pandemicrelating to COVID-19 on the carrying amounts of receivables unbilled revenues etc. Indeveloping the assumptions relating to the possible future uncertainties in the globaleconomic conditions because of this pandemic the Company as on the date of this Reporthas used internal and external sources of information including credit reports relatedinformation and economic forecasts. The impact of COVID-19 on the Company's financialstatements may differ from that estimated as at the date of approval of the financialstatements

DIVIDEND:

Due to losses your Directors do not recommend any dividend for the year ended 31stMarch 2020.

TRANSFER TO RESERVES:

Your Directors do not propose any amount to be transferred to the Reserves for the yearended 31st March 2020.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure 1".

CORPORATE GOVERNANCE:

Your Directors reaffirm their commitment to good corporate governance practices Sincethe paid up equity share capital not exceeding rupees ten crore and net worth notexceeding rupees twenty five crore as on the last day of the previous financial year therequirement of corporate governance provisions specified in regulation 17 to 27 andclauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E of ScheduleV of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is not applicable to the Company and hence the Report oncorporate Governance is not applicable to the company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 read with Schedule V to the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 is set out in thisAnnual Report.

PARTICULARS OF THE COMPANY'S SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANY:

Company does not have any Subsidiaries Joint Ventures or Associate Companies.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of thecompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

As a part of the effort to evaluate the effectiveness of the internal control systemsyour Company's internal audit system reviews all the control measures on periodic basisand recommends improvements wherever appropriate. The Company has in place adequateinternal financial control systems and procedures commensurate with the size and nature ofits business. These systems and procedures provide reasonable assurance of maintenance ofproper accounting records reliability of financial information protections of resourcesand safeguarding of assets against unauthorized use. The management regularly reviews theinternal control systems and procedures.

CORPORATE SOCIAL RESPONSIBILITY:

The Board of your Company has voluntarily constituted a CSR Committee. As on 31 March2020 the Committee comprises three Directors. Your Company has also adopted a CSR Policy.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.

ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system was adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Independent Director:

Pursuant to the provisions of the section 149 of the Companies Act 2013 the followingNon-Executive Directors are appointed as Independent Directors: -

Sr. No. Name of the Director Date of Appointment
1. Mr. Shishir Dileep Joshi 29/03/2018
2. Mr. Chetan Tendulkar 12/10/2017

Women Director:

In terms of the provision of Section 149 of the Companies Act 2013 and Regulation 17(1) of SEBI (LODR) Regulation 2015 a listed company shall have at least one womendirector on the board of the company. Your Company has appointed Ms. Shilpa Pawar as theWhole Time Woman Director on the Board w.e.f. 19/06/2019.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel of the company are as follows:

Sr. No. Name Designation
1. Ms. Jyoti Babar CFO

Appointment / Resignation of Directors:

In accordance with the provision of section 152(6) and article the Articles ofAssociation of Company no director is liable to retire by rotation at the ensuing AnnualGeneral Meeting of the Company. Mr. Parag Bhansali & Mr. Pravin Parmar were appointedas Additional Directors of the Company u/s 161 and other applicable provisions of theCompanies Act 2013 at the Board Meeting held on 10th November 2020. The saidAdditional Directors are eligible to be appointed as Directors. The Board of Directorsrecommends their appointment as Director.

COMMITTEES OF THE BOARD

The committee of the board is comprised as follows:

Audit Committee

NAME Designation Chairman/Member
Mr. Shishir Joshi Non-executive Independent Director Chairman
Mr. Chetan Tendulkar Non-executive Independent Director Member
Ms. Shilpa Pawar Executive Director Member

Nomination and Remuneration Committee

Name Designation Chairman/Member
Mr. Chetan Non-executive Independent Director Chairman
Tendulkar
Mr. Shishir Joshi Non-executive Independent Director Member
Ms. Shilpa Pawar Executive Director Member

Stakeholders' Relationship Committee

Name Designation Chairman/Member
Mr. Chetan Tendulkar Non-executive Independent Director Chairman
Ms. Shilpa Pawar Executive Director Member
Mr. Shishir Joshi Non-executive Independent Director Member

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of your Company have submitted the declaration ofIndependence as required under Section 149(7) of the Companies Act confirming that theymeet the criteria of independence under Section 149(6) of the Companies Act 2013 andthere has been no change in the circumstances which may affect their status as independentdirector during the year.

BOARD EVALUATION:

Pursuant to the provisions of the Act and the Corporate Governance requirements asprescribed by SEBI Listing Regulations the Board has carried out an annual evaluation ofits own performance and that of its Committees and individual Directors; the Company hasdevised criteria for performance evaluation of Independent Directors Board/Committeesand other individual Directors which includes criteria for performance evaluation ofNon-Executive Directors and Executive Directors. Performance evaluation has been carriedout as per the Evaluation Policy of the Board and its Directors adopted by the Board.

The Nomination and Remuneration Committee has evaluated the performance of the Board ofDirectors as a whole and the Independent Directors on the basis of the criteria such asthe contribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.

In a separate meeting of independent directors held on February 10 2020performance of non-independent directors performance of the board as a whole andperformance of the chairman was evaluated taking into account the views of executivedirectors and non-executive directors. At the Board Meeting held subsequent to theIndependent Directors meeting evaluation of the Independent Directors and the performanceof the Board as whole and its committees and individual directors was discussed. TheDirectors expressed their satisfaction with the evaluation process conducted in the mannerprescribed in the evaluation policy.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The details of the programme for familiarization of the Independent Directors with theCompany in respect of their roles rights responsibilities in the Company nature of theindustry in which Company operates business model of the Company and related matters areput up on the website of the Company.

REMUNERATION POLICY:

The company covered under provision of Section 178(1) of the companies Act 2013 and asper the requirement The Board has on the recommendation of the Appointment &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration including criteria for determining qualifications andindependence of Director.

MEETINGS OF THE BOARD:

During the year 7 Board Meetings and 4 Audit Committee Meetings 2 NominationRemuneration Committee and 1 Stakeholder Relationship Committee and Independent DirectorCommittee were convened and held. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.

SHARE CAPITAL:

During the Financial Year 2019-20 there was no change in the share capital of theCompany either by way through Private Placement/Preferential allotment/Rights issue/Employee Stock Option Scheme of the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act

RELATED PARTY TRANSACTION:

All transactions entered into during the year with Related Parties as defined underSection 188 read with Rule 15 of Companies (Meetings of Board and its powers) Rules 2014of the Companies Act 2013 and Rule 23 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 were in the ordinary course of business and on an arm'slength basis. During the year the Company had not entered into any transaction referredto in Section 188 of the Companies Act with related parties which could be consideredmaterial under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. Accordingly the disclosure of Related Party Transactions as required under Section134(3) of the Companies Act 2013 in Form AOC-2 is not applicable. Attention of Members isdrawn to the disclosures of transactions with related parties set out in Notes to Accountsforming part of the Standalone financial statements. As required under Rule 23 (1) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes affecting the financial position of the Companysubsequent to the close of the Fiscal 2019 till the date of this report.

SIGNIFICANT AND MATERIAL ORDERS:

There have been no significant and material orders passed by the Regulators or Courtsor Tribunals impacting the going concern status and Company's operations in future.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A] Conservation of Energy Technology Absorption:

Your Company is not a power intensive company even though the Company has taken allmeasures to conserve the energy. Your Company is not using any foreign technology.

B] Foreign Exchange Earning and Outgo:

The Foreign Exchange Earning and Outgo were NIL during the year.

WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism Policy to deal with instance of fraud andmismanagement if any.

In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility.

The Vigil mechanism Policy ensures that strict confidentiality is maintained whilstdealing with concerns and also that no discrimination will be meted out to any person fora genuinely raised concern.

A high-level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board; the Policy of vigil mechanism isavailable on the Company's website.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:

No case of sexual harassment was reported during the year.

EMPLOYEE RELATIONS:

During the year under review your Company enjoyed cordial relationship with employeesat all levels.

AUDITORS:

At the AGM held on 30th September 2019 M/s. Dhakad & Co. Chartered Accountantswere appointed as statutory auditors of the Company till the conclusion of the 41stAnnual General Meeting. However M/s. Dhakad & Co. Chartered Accountants has vacatedthe office of Auditors during the year therefore your directors have approached M/s.M/s. N S V R & ASSOCIATES LLP Chartered Accountants FRN/Mem.

No.: 008801S/S200060 from whom the company has received a written certificateindicating that their appointment will be in accordance with the criteria provided insection 141 of the Companies Act 2013. Accordingly the board recommends the appointmentof M/s. M/s. N S V R & ASSOCIATES LLP Chartered Accountants FRN/Mem. No.:008801S/S200060 as statutory auditors of the Company from the conclusion of ensuing AGMuntil the conclusion of the AGM to be held in the year 2025.

The Members are requested to consider their appointment.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Nishant Jawasa & Associates Practicing Company Secretary to undertake theSecretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure– 2 to this report.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION RESERVATION OR ADVERSEREMARK OR DISCLAIMER MADE:

A] By the Auditor in his report:

The observation made in the Auditors' Report read together with relevant notes thereonare self-explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.

B] By the Secretarial Auditor in his report:

As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report. Several observations have been made in the said report and yourdirectors regret their inability to conform with the pursuant compliances. The impugneddiscrepancies were caused due to nonexistence of a Company Secretary & ComplianceOfficer after resignation of Ms. Daman Preet Kaur w.e.f. 30th April 2019. However basedon the previous work of our Company Secretary/ies the Company is striving to be compliantof the requirements under various laws including the Listing Regulations & theCompanies Act 2013.

Your directors assure you that it shall endeavor to comply with the applicableregulations both in letter and spirit in the future.

BUSINESS RISK MANAGEMENT:

During the year the company has developed and implemented Risk Management Policyconsistent with the provisions of the Act and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015to identify the elements of risk which may threaten theexistence of the Company and possible solutions to mitigate the risk involved.

At present the company has not identified any element of risk which may threaten theexistence of the company.

CHANGE IN NATURE OF BUSINESS:

During the year under review there was no change in the nature of doing business ofcompany.

PARTICULARS OF EMPLOYEES:

(A) There were no employees drawing salary exceeding the limits prescribed underSection 197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014

(B) The ratio of the remuneration of each director to the median employee'sremuneration and other details in terms of sub-section 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report as Annexure - 3.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards issued by The Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings.

ACKNOWLEDGEMENTS:

The Directors wish to convey their appreciation to all of the Company's employees fortheir enormous personal efforts as well as their collective contribution to the Company'sperformance The directors would also likes to thanks to the Members of the CompanyBankers State Government Local Bodies Customers Suppliers Executives for theircontinuous cooperation and assistance to the company.

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