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Iris Mediaworks Ltd.

BSE: 531337 Sector: Media
NSE: N.A. ISIN Code: INE974C01022
BSE 00:00 | 18 Feb 29.95 -0.80
(-2.60%)
OPEN

31.00

HIGH

31.00

LOW

27.70

NSE 05:30 | 01 Jan Iris Mediaworks Ltd
OPEN 31.00
PREVIOUS CLOSE 30.75
VOLUME 874488
52-Week high 31.00
52-Week low 20.70
P/E 272.27
Mkt Cap.(Rs cr) 299
Buy Price 29.05
Buy Qty 3500.00
Sell Price 29.95
Sell Qty 4118.00
OPEN 31.00
CLOSE 30.75
VOLUME 874488
52-Week high 31.00
52-Week low 20.70
P/E 272.27
Mkt Cap.(Rs cr) 299
Buy Price 29.05
Buy Qty 3500.00
Sell Price 29.95
Sell Qty 4118.00

Iris Mediaworks Ltd. (IRISMEDIAWORKS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 25th Annual Report on thebusiness operation and financial performance of the Company for the year ended March 312018.

1. Financial Information.

The highlights of the financial performance for the year ended March 31 2018 are asunder:

Particular 2017-18 2016-17
Revenue from operation 646633549 908789588
Other Income - -
Total Revenue 646633549 908789588
Less : Expenditure 643646790 907571115
Profit before Tax 2986759 1218473
Prior period Expenses - -
Less : Current Income Tax - -
Less : Deferred Tax - -
Profit / Loss After Tax 2986759 1218473
Earnings Per Share (Basic) 0.030 0.012
Earnings per Share (Diluted) 0.030 0.012

2. Performance of the Company.

The financial year 2017-18 has indeed been a challenging year for all the industry inthe economy. Inspite of unfavorable market conditions the company and its management hasperformed quite well. During the financial year 2017-18 the Revenue from operation stoodat Rs. 646633549/- as compared to Rs. 908789588/- in the previous financial yeari.e. 2016-17. The Company has earned a net profit of Rs. 2986759/- during the year ascompared to a net profit of Rs. 1218473/- in the previous year.

3. Dividend.

With a view to strengthen the financial position of the Company your Directors did notrecommend any dividend for the year under review.

4. Transfer to Reserves.

Your Company has not transferred any amount to reserves during the year under thereview and proposes to retain the entire amount of Rs. 2986759 in its Statement ofProfit and Loss.

5. Public Deposits.

Your company has not accepted any deposits falling within the meaning of Section 73 ofthe Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014during the financial year under review. There are no deposits that remain unclaimed duringthe year under review.

6. Share Capital.

Authorized and Paid-up Share Capital

The Authorized Share Capital of the Company as on March 31 2018 was Rs. 700000000divided into 140000000 Equity shares of Rs. 5 each and the Paid up capital was Rs.499810550 divided in to 99962110 shares of Rs.5 Each fully paid-up. During the yearunder review the Authorized Share Capital of the Company remains unchanged and theCompany has not issued any securities.

7. Subsidiaries Joint Venture & Associates Companies.

As on March 31 2018 the Company does not have any Subsidiary Joint Venture or anAssociate Company. The provisions of Section 129 (3) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2013 containing a statement of subsidiaries in the formAOC-1 is not applicable to the Company.

8. Statutory Auditor.

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s TejasNadkarni& Associates Chartered Accountant were appointed as StatutoryAuditor of the Company to fill the casual vacancy caused due to resignation of M/s AgarwalDesai and Shah the erstwhile Statutory Auditor of the Company.

M/s TejasNadkarni& Associates Chartered Accountants Mumbai (ICAI Registration No.FRN 135197W) were appointed as Statutory Auditors of the Company w.e.f February 13 2018by passing the ordinary resolution through Postal Ballot on May 12 2018.

The Company has received a letter from the Statutory Auditor to the effect that theirappointment if ratified would be within the prescribed limits under Section 139 of theCompanies Act 2013. The Statutory Auditors are not disqualified to be appointed.

Accordingly requisite resolution forms part of the notice convening the AGM.

Auditors Report

There are no adverse observations of the Auditors on the financial statements of thecompany. The Auditor's Report read with the relevant notes to accounts isself-explanatory and therefore does not require further explanation. The Auditors Reportforms part of this Annual Report.

9. Secretarial Auditor.

The company has engaged Mr. VikramAgarwal Practicing Company Secretary as SecretarialAuditor to conduct Secretarial audit for the year 2017-18. The report on secretarial auditis annexed as Annexure-1 to the Board's Report.

Secretarial Audit Report

The report does not contain any qualification reservation or adverse remark.

10. Internal Auditor.

The Board of Directors of the Company had appointed M/s. TejasNadkarni& Associates(Membership No. 122993) Chartered Accountants to perform the duties of Internal Auditorof the Company for the financial year 2017-18 and the Internal Audit Reports were reviewedby Audit Committee from time- to- time.

In the current financial year the Company has engaged M/s YogeshTambi& AssociatesChartered Accountants as Internal Auditor to conduct Internal audit for the year 2018-19.The Internal Auditor will report to Board of Directors. The internal audit will helpcompany to review the operational efficiency and assessing the internal controls. It alsoreviews the safeguarding of assets of the Company. Their appointment is made as persection 138 of the Companies Act 2013.

11. Certificate by Managing Director and Chief Financial Officer.

A certificate from Managing Director and Chief Financial Officer confirming thecorrectness of the financial statement adequacy of the Internal Control measures andreporting of matters to the Auditors and Audit Committee forms as integral part of thisReport as Annexure 2.

12. Secretarial Standards.

The Company complies with the applicable Secretarial Standards issued by the Instituteof the Companies Secretaries of India.

13. Board of Directors and the Key Managerial Personnel.

IRIS's Board is a Balance Board comprising of the optimum combination of Executive andNon- Executive Directors. The Non-Executive Directors include the Chairman and IndependentProfessionals. At least one- third of the total strength of the Board is required tocomprise of Independent Directors.

The present Board Composition of the Company is consonance with the requirement of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 which contains one Managing Director one Chief Financial Officer oneWomen director and other Executive and Non-Executive Independent directors.

The Present Board consists of five Directors. The Board is headed by Chairman Mr.MayankKotadia who is a non-executive director. For more details related to the Board ofDirectors of the Company please refer the "Report on Corporate Governance"which forms part of this Annual Report.

Details of Directors seeking appointment or re-appointment

Directors are appointed or re-appointed with the approval of the shareholders and shallremain in office in accordance with the provisions of the law and terms and conditions ofappointment.

Retire by Rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 and therules framed thereunder Mr. Mitesh Jani Director of the Company retires by rotation atthe ensuing Annual General Meeting and being eligible offers himself for re-appointment.The Board of Directors of the Company has recommended to the Members to pass a resolutionfor re-appointment of Mr. Mitesh Jani as Director of the Company.

Mr. Mitesh Jani was appointed as an Executive Director on the Board of the Company inthe previous Annual General Meeting of the Company held on September 29 2017. He has beena constant support to the commercial activities of the Company and continuous to share herexpertise to the extent best suitable to the Company.

Appointment

Mr. MayankKotadia on the recommendation of the Nomination & RemunerationCommittee was appointed by the Board as Additional Director on January 11 2018 andsubject to the approval of the Members in the ensuing Annual General Meeting wouldcontinue as a Non-Executive Director of the Company.

Mr. Yogendra Bagree on recommendation of the Nomination & Remuneration Committeewas appointed by the Board as Additional Executive Director on December 12 2017 andsubject to the approval of the Members in the ensuing Annual General Meeting wouldcontinue as an Executive Director of the Company. He was further appointed as a ManagingDirector of the Company at the Board Meeting held on January 11 2018. Shareholders of theCompany have approved his appointed through a Postal Ballot on May 12 2018.

Mr. Omkar Gadre on recommendation of the Nomination & Remuneration Committee wasappointed by the Board as Chief Financial Officer of the Company with effect from January11 2018.

Necessary resolutions relating to Director who are seeking appointment/re-appointmentare included in the Notice of Annual General Meeting. The relevant details of the saidDirectors are given in the Notes/annexure to the Notice of the Annual General Meeting.

Change in designation

During the year under review designation of Mr. Mitesh Jani changed from AdditionalNon- Executive Director to Additional Executive Director of the Company in the BoardMeeting dated May 03 2017. His appointment was later regularized in the last AnnualGeneral Meeting of the Company held on September 29 2017.

Cessation:

Mr. Rajendra Karnik Executive and Managing Director of the Company resigned from theposition of Executive and Managing Director of the Company with effect from close ofbusiness hours on December 12 2017 after 9 (Nine) years of service. Your Directors wouldlike to record their appreciation for the services rendered by Mr. Rajendra Karnik.

Mr. Rakesh Naik Non-Executive Directors resigned from the Company with effect fromclose of business hours on December 12 2017. Your Directors would like to record theirappreciation for the services rendered by Mr. Rakesh Naik.

Key Managerial Personnel

In terms of Section 203 of the Act the following are the Key Managerial Personnel(KMP) of the Company:

Mr. Yogendra Bagree Managing Director* Mr. Omkar Gadre Chief Financial Officer# Mr.Yogendra Bagree Compliance Officer*

*Mr. Yogendra Bagree was designated as the Compliance Officer of the Company w.e.fDecember 12 2017 due to resignation of Mr. Rajendra Karnik the erstwhile ManagingDirector and Compliance Officer of the Company. He was appointed as a Managing Director ofthe Company w.e.f from January 11 2018.

#Mr. Omkar Gadre was appointed as a Chief Financial Officer of the Company w.e.fJanuary 11 2018 due to resignation of Mr. Sandesh Sawant the erstwhile Chief FinancialOfficer of the Company.

Board Meeting

The Board meets at regular intervals to inter-alia discuss about the Company'spolicies and strategy. The notice for the Board/Committee meetings is also given inadvance to all the Directors. The details about the Board meetings are given at length inReport on Corporate Governance forming part of this Annual Report.

Board Committees

The Board has constituted four committees viz.

1. Audit Committee

2. Stakeholder's Relationship Committee

3. Nomination and Remuneration Committee

4. Risk Management Committee

Details of all the committees along with their composition terms of reference andmeetings held during the year are provided in the "Report on CorporateGovernance" which forms part of this Annual Report.

Annual Evaluation of the Board Committee and Individual Directors

The Board carried out formal annual evaluation of its own performance and that of itsCommittees viz. the Audit Committee Stakeholders' Relationship Committee Nomination andRemuneration Committee (NRC) and Risk Management Committee. The Board also carried out theperformance evaluation of all the individual directors including the Chairman of theCompany.

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the Board and Committee meetings like preparedness on the issue tobe discussed meaningful and constructive contribution and inputs contribution inresolving the matters etc.

The performance evaluation of the Chairman Managing Director and the Board as a wholewas carried out by the Independent Directors at their separate meeting held on June 162017.

Declaration by Independent Directors

All the Independent Directors have confirmed to the Board that they meet the criteriaof independence as specified under Section 149(6) of the Act and that they qualify to beindependent directors pursuant to the Rule 5 of the Companies (Appointment andQualification of Directors) Rules 2014. They have also confirmed that they meet therequirements of ‘Independent Director' as mentioned under Regulation 16(1) (b) of theListing Regulations.

The above confirmations were placed before the Board and duly noted.

14. Familiarization Programme for Independent Directors during the year.

Familiarization Programme for Independent Directors is mentioned at length in CorporateGovernance Report attached to this Report and the details of the same have also beendisclosed on website of the Company www.irismediaworks.net

15. Policy on Director's Appointment and Remuneration.

The Policies of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act have beenuploaded on the website of the Company www.irismediaworks.net

16. Internal control systems and their adequacy.

An internal financial control system of the Company is commensurate with its size andthe nature of its operations. These have been designed to provide reasonable assurancewith regards to recording and providing reliable financial and operation informationadherence to the company's policies and procedures prevention and detections of fraud anderrors complying with applicable accounting standards and relevant statutes safeguardsassets from unauthorized use executing transactions with proper authorization andensuring the compliance of corporate policies. Internal Auditor verifies and checksinternal control and monitors them.

17. Transfer of Unclaimed Dividend to Investor Education and Protection Fund.

During the year under review the provisions of Section 125(2) of the Companies Act2013 does not apply as there was no dividend declared and paid in the last seven years.Also the Company was not required to transfer any amount to the Investor Education andProtection Fund established by the Central Government pursuant to provision of Section 125(e) of the Companies Act 2013.

18. Management Discussion & Analysis Report.

Pursuant to the provisions of Regulation 34 read with Schedule V of the SEBI (LODR)Regulations 2015 a report on Management Discussion & Analysis for the year under thereview forms part of this Annual Report.

19. Director's Responsibility Statement.

Pursuant to the requirements under Section 134(3) (c) read with the Section 134 (5) ofthe Companies Act 2013 the Directors confirm that: a) in the preparation of the annualaccounts the applicable accounting standards had been followed along with properexplanation relation to material depend there are no material departures from the same; b)the Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for that period; c) the Directors have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; d) the Directors have preparedthe annual accounts on a 'going concern' basis; e) the Directors have laid down properinternal financial controls to be followed by the Company and that such internal financialcontrols are adequate and are operating effectively; and f) the Directors have devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems are adequate and operating effectively.

20. Auditors Certificate on Corporate Governance.

In compliance with the provisions of Regulation 34 of the Listing Regulations read withthe Schedule V to the said Regulations the Corporate Governance Report of your companyfor the financial year ended March 31 2018 and the certificate from M/s.TejasNadkarni& Associates Chartered Accountant the Auditor on compliance with theprovisions of Corporate Governance Requirement as prescribed under the listing Regulationis annexed and forms part of this Annual Report.

21. Registered Office.

During the year under review the Board of Director of the Company for operationalconvenience had shifted the registered office of the Company from "103 ShivamChambers Near Sahara India S.V. Road Goregaon (West) Mumbai – 400 061"to "Unit No:- B- 302 Western Edge-II western Express Highway Borivali –East Mumbai-400066 ".

22. Corporate Social Responsibility.

The companies on whom the provisions of the CSR shall be applicable are contained inSub Section 1 of Section 135 of the Companies Act 2013. As per the said section thecompanies having Net worth of INR 500 Crore or more; or Turnover of INR 1000 Crore ormore; or Net Profit of INR 5 Crore or more during any financial year shall be required toconstitute a Corporate Social Responsibility Committee of the Board "hereinafter CSRCommittee" with effect from April 1 2014.

The criteria laid down under the section 135(1) of the Companies Act 2013 are notapplicable to our Company; hence no such committee is formed. The company has always triedin its best possible way to involve itself in social development activities.

23. Related Party Transaction.

Pursuant to section 134(3) (h) of the Companies Act 2013 read with Rule 8(2) of theCompanies (Accounts) Rule 2014 information pertaining to transactions with relatedparties is given herein in Form AOC-2 which forms part of this report as Annexure 3.

The Company has framed policy in accordance with the provisions of the Companies Act2013 and Listing Obligation for Related Party Transaction which is hosted on company'swebsite: www.irismediaworks.net

24. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

There is no significant or material order passed during the year by any regulatorcourt or tribunal impacting the going concern status of the Company or its futureoperations.

25. Loan Guarantee and Investment under Section 186 of Companies Act 2013.

The details of loans investments guarantee and securities as covered under provisionsof Section 186 of the Companies Act 2013 are disclosed in the Financial Statement formingpart of this report

26. Material changes and commitments affecting the financial position of the Company.

There has been no material changes and commitment affecting the financial position ofthe company which has occurred between the end of the financial year of the Company towhich the financial statement relates and till the date of the report.

27. Particulars of Employees.

The information required under Section 197(12) of the Act read with Rule 5 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attachedas Annexure 4 to the Board's Report.

The information required under Rule 5(2) and (3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in the Annexure forming partof the Report.

28. Extract of Annual Return.

The extract of the Annual Return pursuant to the provisions of Section 92 of theCompanies Act 2013 read with the Rule 12 of the Companies (Management and Administration)Rules 2014 in Form MGT-9 is enclosed herewith as Annexure 5.

29. Policies and Disclosures.

Nomination and Remuneration Policy

The Company has in place a Remuneration Policy for the Directors KMP and otheremployees pursuant to the provision of the Companies Act 2013 and Listing Regulations.The policy states criteria for determining qualifications positive attributesindependence of directors and remuneration relating Directors KMP and other employees.

Further in compliance with section 134(3) (e) of the Companies Act 2013 theNomination and Remuneration Policy is also placed on Company's website atwww.irismediaworks.net

Risk Management Policy

Your Company has robust Risk Management Policy. The Risk Management policy of theCompany promotes a proactive approach in reporting evaluating and mitigating riskassociated with the business. Mechanisms for identification and prioritization of risksinclude business risk environment scanning and focused discussions in the Risk ManagementCommittee Meetings.

The company has a Risk Management Committee to monitor and review the Risk ManagementPlans for the Company. The Policy of Risk Management has been approved by Board ofDirectors and is placed on Company's Website at www.irismediaworks.net

The Details of Risk Management Committee its terms of reference and elements of riskidentified by the Company are set out in the Corporate Governance and ManagementDiscussion and Analysis Report forming the part of this Annual Report.

Sexual Harassment Policy

IRIS provides aplatformwhereequal opportunity is provided to its all employees andconsciously strives to build a work culture that promotes the dignity of all employees.The Company has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at the workplace (PreventionProhibition and Redressal) Act 2013. The Company has zero tolerance for sexual harassmentat workplace and had adopted a Policy on prevention prohibition and Redressal of sexualharassment at workplace in line with the provision of the Sexual Harassment of

Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules andthe same is hosted on the Company's Website at www.irismediaworks.net

Vigil Mechanism/Whistleblower Policy

Pursuant to Section 177(9) of Companies Act 2013 and Rule 7 of the Companies (Meetingsof Board and its Powers) Rules 2014 and as per Listing Obligation Requirement theCompany has adopted the Whistle Blower Mechanism to provide a mechanism for any concernedperson of the Company for the purpose of dealing with instance of frauds andmismanagement if any and also ensure that whistleblowers are protected from retributionwhether within or outside organization. The company has hosted the same on its websitewww.irismediaworks.net

Code of conduct for prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading under theSEBI (Prohibition of Insider Trading) Regulations 2015. The Code lays down guidelines forprocedures to be followed and disclosures to be made by insiders while trading in thesecurities of the Company. Details of dealing in the Company's shares by DesignatedPersons are placed before the Audit Committee on a quarterly basis. The Company has alsoadopted a Code of Corporate Disclosure Practices for ensuring timely and adequatedisclosure of Unpublished Price Sensitive Information by the Company to enable theinvestor community to take informed investment decisions with regard to the Company'sshares The policy is uploaded on the Company's website and can be viewed at the Companywebsite at www.irismediaworks.net

30. Conservation of energy technology absorption foreign exchange earnings and outgo.

The information pertaining to Conservation of Energy Technology Absorption ForeignExchange earnings and outgo as required under Section 134 of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 are furnished in Annexure 6tothis Annual Report.

31. Details of frauds reported by auditors under sub-section (12) of section 143.

Pursuant to section 134 (3) (ca) of the Companies Act 2013 there were no fraudsreported by the Statutory Auditor of the Company under Section 143 (12) of the CompaniesAct 2013.

32. Material Changes and Commitments if any affecting the Financial Position of theCompany which have occurred between the end of the Financial Year to which the FinancialStatements relates and the Date of the Report.

There were no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial Year to which this financial statementrelates and up till the date of Report.

33. Change in taxation act and rules.

The Government of India has enacted GST Act 2017 along with IGST Act 2017 SGST Act2017 and UTGST Act 2017 effective from July 1 2017. Your company has implementednecessary changes as per new law as amended by time to time. The Financial Statement forthe year under review has been prepared complying with GST Laws as amended from timeduring the year.

34. Human Resource.

Your Company considers people at its most valuable asset. It continues to focus onprogressive employee relations policies creating an inclusive work culture and a strongtalent pipeline.

Your Company is focused on building a high-performance culture with a growth mindsetwhere employees are engaged and empowered to be the best they can be.

The Company has well documented and updated policies in place to prevent any kind ofdiscrimination and harassment including sexual harassment. The Whistle Blower Policyplays an important role as a watchdog.

The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns details of which have been given in the Corporate GovernanceReport. During the year there have been no complaints alleging child labour forcedlabour involuntary labour and discriminatory employment.

35. Acknowledgement

Your Directors would like to express their sincere appreciation for the co-operationand assistance received from the Bankers Regulatory Bodies Stakeholders includingFinancial Institutions Suppliers Customers and other business associates who haveextended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitudeand appreciation for the commitment displayed by all executives officers and staff at alllevels of the Company. We look forward for the continued support of every stakeholder inthe future.

For Iris Mediaworks Limited
Sd/-
MayankKotadia
Date: September 05 2018 Chairman
Place: Mumbai DIN: 07484438