SAB Events & Governance Now Media Limited
The Board of Directors of your Company hereby presents the 7th Annual Reporton the Business and operations along with the Audited Financial Statements of the Companyfor the Financial Year ended on March 312020.
|Particulars ||For the Year ended March 312020 ||For the Year ended March 312019 |
|Revenue from operations ||201.96 ||282.99 |
|Other revenue ||2.40 ||0.88 |
|Profit/(Loss) before finance charges exceptional items depreciation & tax ||(14.14) ||(72.49) |
|Less : Finance cost ||0.15 ||0.58 |
|Profit/(Loss) before depreciation & tax ||(14.29) ||(73.07) |
|Less: Depreciation ||83.45 ||83.57 |
|Profit/(Loss) before exceptional items and tax adjustment ||(97.74) ||(156.64) |
|Less: exceptional items ||- ||- |
|Profit/(Loss) before tax adjustment ||(97.74) ||(156.64) |
|Tax Expenses ||- ||- |
|Profit/(Loss) after tax (PAT) ||(97.74) ||(156.64) |
|Other Comprehensive income ||2.87 ||5.99 |
|Total Comprehensive Income ||(94.87) ||(150.65) |
|Earnings per share (Basic and Diluted) ||(0.93) ||(1.49) |
The financial statements of the Company for the year ended March 312020 have beenprepared in accordance with the Indian Accounting Standards prescribed under Section 133of the Companies Act 2013 (the Act) read with relevant rules issue thereunder(IND AS) and other accounting principles generally accepted in India.
The comments of the Board of Directors (the Board) on the financialperformance of the Company have been provided under the Management Discussion and Analysiswhich forms part of this Annual Report.
The figures of previous financial year have beenre-grouped/re-arranged/re-classified/reworked wherever necessary to confirm with thecurrent year accounting treatment.
EMERGENCE OF COVID-19:
In the last month of FY 2019-20 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activity. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees. As of March 312020 work from home was enabled to close to 90 percent of theemployees to work remotely and securely. This response has reinforced confidence in ourCompany and many of them have expressed their appreciation and gratitude for keeping theirbusinesses running under most challenging conditions.
REVIEW OF OPERATIONS:
During the financial year under review your Company could generate a total revenue ofRs. 204.35 Lakh as against Rs. 283.87 Lakh in the previous year. Though the Company couldnot book any profit during the year the total loss before and after tax has substantiallyreduced to Rs. 97.74 Lakh as against Rs. 156.64 Lakh in the previous year.
Your Directors expects better performance in the coming years to set off the losses ofthe Company.
STATE OF THE COMPANY'S AFFAIRS:
The Company operates in Single segment i.e. Digital Media Websites and MICE.
In the event of losses during the financial year under review your Directors do notrecommend any payment of dividend for the financial year 2019-20.
The paid-up Share Capital as on March 31 2020 was Rs. 10.49 Crore. During the yearunder review the Company has not issued any shares.
There was no change in Share Capital of the Company during the financial year 2019-20.
CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:
There was no change in the nature of business during the financial year under review.
TRANSFER TO RESERVES:
During the financial year under review no amount was transferred to Reserve.
During the financial year under review the Company has not accepted any deposits frompublic/members within the meaning of Sections 73 and 76 of the Act read with Companies(Acceptance and Deposits) Rules 2014.
PERFORMANCE OF SUBSIDIARY ASSOCIATE OR JOINT VENTURE COMPANIES:
As on March 312020 the Company does not have any Subsidiary Associate or JointVenture Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Retirement by rotation
In accordance with the provisions of Section 152 of the Act read with the Rules madethereunder and the Articles of Association of the Company Mr. Markand Adhikari Chairman& Non-Executive Director (DIN: 00032016) of the Company retires by rotation and beingeligible offers himself for re-appointment. The Nomination and Remuneration Committee andthe Board recommends his re-appointment as Director of the Company for approval of themembers.
Appointment and Resignation
Mr. Shailendra Mishra (DIN: 07373830) was appointed as an Independent Director of theCompany for the first term of 5 (Five) consecutive years and will hold office uptoFebruary 09 2021. Considering his knowledge expertise and experience in his respectivefields and the substantial contribution made by him during his tenure as an IndependentDirector since appointment the Nomination & Remuneration Committee and the Board hasrecommended the re-appointment of Mr. Shailendra Mishra as an Independent Director on theBoard of the Company to hold office for the second term of five consecutive yearscommencing from February 10 2021 upto February 09 2026 who shall not be liable to retireby rotation.
Brief resume of the Directors proposed to be appointed/re-appointed as stipulated underRegulation 36(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 (Listing Regulations) and Secretarial Standard on General Meetings (SS-2)issued by the Institute of Company Secretaries of India (ICSI) are detailed inthe Notice of 7th AGM of the Company.
Declaration from Independent Directors
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Act and under Regulation 16( 1 )(b) of the Listing Regulations. There has been nochange in the circumstances affecting their status as Independent Directors of theCompany.
Remuneration to Non-Executive Directors
During the financial year under review the non-executive directors of the Company hadno pecuniary relationship or transactions with the Company other than sitting fees andreimbursement of expenses incurred by them for the purpose of attending Board/ Committeemeetings of the Company.
Key Managerial Personnel fKMP!
Pursuant to the provisions of Section 203 of the Act the details of Key ManagerialPersonnel of the Company as on March 31 2020 is stated herewith:
|Sr. No. ||Name of the KMP ||Designation |
|1 ||Mr. Kailasnath Adhikari ||Managing Director |
|2 ||Mr. Suresh Satpute ||Chief Financial Officer |
|3 ||Mrs. Swity Gada ||Company Secretary & Compliance Officer |
During the financial year under review Mrs. Payal Garg resigned from the post ofCompany Secretary & Compliance Officer w.e.f November 14 2019 and Mrs. Swity Gada wasappointed as the Company Secretary & Compliance Officer of the Company w.e.f. November14 2019.
ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD ITS COMMITTEES AND OF INDIVIDUALDIRECTORS:
Pursuant to the applicable provisions of the Act read with Schedule IV of the Act andthe Listing Regulations the Board of Directors has put in place a process to formallyevaluate the effectiveness of the Board along with performance evaluation of each Directorto be carried out on an annual basis.
Accordingly the Performance Evaluation of Independent Directors was done by the entireBoard excluding the Director being evaluated and evaluation of the Board (includingChairman) as a whole was done by Independent Directors for the financial year 2019-20. TheBoard has also carried out evaluation of the working of its Audit Committee Stakeholders'Relationship Committee and Nomination and Remuneration Committee. The criteria devised forperformance evaluation of each Director consists of maintaining confidentialitymaintaining transparency participation in company meetings monitoring compliancessharing the knowledge and experience for the benefit of the Company.
During the financial year under review the Nomination and Remuneration Committeereviewed the performance of all the executive and non-executive directors.
MEETINGS OF THE BOARD OF DIRECTORS:
The Board met on various occasions to discuss and decide on affairs operations of theCompany and to supervise and control the activities of the Company. During the financialyear under review the Board met 4 (Four) times. The details of the Board Meetings and theattendance of the Directors at the meetings are provided in the Report on CorporateGovernance forming part of this Report. The intervening gap between the two consecutiveBoard meetings did not exceed the period prescribed by SS-1 issued by ICSI i.e. onehundred and twenty days.
COMMITTEES OF THE BOARD:
In compliance with the requirements of the relevant provisions of applicable laws andstatutes the Company currently has 3 (Three) committees of the Board viz.:
1. Audit Committee;
2. Nomination and Remuneration Committee; and
3. Stakeholders' Relationship Committee.
The details of the Committees along with their composition number of meetings held andattendance of the members are provided in the Corporate Governance Report forming part ofthis Annual Report.
AUDIT COMMITTEE AND ITS COMPOSITION:
The Audit Committee is duly constituted as per the provisions of Section 177 of the Actand Regulation 18 of the Listing
Regulations. The Composition of the Audit Committee and its terms of reference numberof meetings held and attended is given in the Report on Corporate Governance which isannexed to this Report.
All the recommendations made by the Audit Committee were accepted and approved by theBoard.
The Audit Committee of the Company reviews the reports to be submitted to the Board ofDirectors with respect to auditing and accounting matters. It also supervises theCompany's internal control and financial reporting process.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
Pursuant to the provisions of Section 1 78 of the Act read with the Rules madethereunder Regulation 19 of the Listing Regulations and on the recommendation of theNomination and Remuneration Committee the Board has adopted a Policy on Criteriafor appointment of Directors Key Managerial Personnel Senior Management Employees andtheir remuneration. The salient features of the said Policy are stated in the Reporton Corporate Governance which forms part of this Annual Report.
The Company has devised and adopted a Risk Management Policy and implemented amechanism for risk assessment and management. The policy is devised to identify thepossible risks associated with the business of the Company assessment of the same atregular intervals and taking appropriate measures and controls to manage mitigate andhandle them. The key categories of risk covered in the policy are Strategic RisksFinancial Risks Operational Risks and such other risks that may potentially affect theworking of the Company.
The Board and the Audit Committee periodically reviews the risks associated with theCompany and recommend steps to be taken to control and mitigate the same through aproperly defined framework.
WHISTLE BLOWER POLICY / VIGIL MECHANISM:
The Company has adopted a Whistle Blower Policy / Vigil Mechanism as per the provisionsof Section 177 of the Act and Regulation 22 of the Listing Regulations. The Policyprovides a mechanism for reporting of unethical behavior and frauds made to themanagement. The mechanism provides for adequate safeguards against victimization ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee in the exceptional cases. The details of the Vigil Mechanism/Whistle Blower Policy are explained in the Report on Corporate Governance and are alsoavailable on the website of the Company athttp://www.governancenow.com/disclsoure/Whistle-Blower-Policy done.pdf.
We affirm that during the financial year 2019-20 no employee or director was deniedaccess to the Audit Committee.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Act is annexed as Annexure I' which forms an integral part ofthis Report. Further pursuant to the provisions of Section 134(3)(a) of the Act theextract of annual return of the Company for the financial year under review shall be madeavailable on the website of the Company i.e. www.governancenow.com.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The particulars of Loans Guarantees and Investments made by the Company under theprovisions of Section 186 of the Act are provided in the notes to Financial Statements.
PARTICULARS OF THE EMPLOYEES AND REMUNERATION:
Pursuant to Section 197 of the Act read with the Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 details of the ratioof remuneration of each Director to the median employee's remuneration are appended tothis report as Annexure II - Part A.
The statement containing particulars of employees as required under section 197(12) ofthe Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rule 2014 is provided in this Report as Annexure II - PartB and forms a part of this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts or arrangements entered into by the Company with its related partiesduring the financial year were in accordance with the provisions of the Act and theListing Regulations. All such contracts or arrangements have been approved by the AuditCommittee as applicable.
The material transaction which was approved by the members of the Company in itsprevious Annual General Meeting held on September 30 2019 was transacted during thefinancial year 2019-20. Further the prescribed details of related party transaction inForm AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies(Accounts) Rules 2014 is given in the "Annexure III" to this Report.
In accordance with the provisions of Regulation 23 of the Listing Regulations theCompany has formulated the Policy on Related Party Transactions and the same can beaccessed on the Company's website athttp://www.governancenow.com/disclsoure/RPT_Policv.pdf.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:
As on March 31 2020 the Company does not have any Subsidiary Associate or JointVenture Company and hence preparation of Consolidated Financial Statements and statementcontaining salient features of subsidiary in Form AOC -1 as per the provisions of Section129 of the Act is not applicable to the Company.
STATUTORY AUDITORS AND AUDIT REPORT:
M/s A. R. Sodha & Co. Chartered Accountants were appointed as statutory auditorsof the Company at 6th Annual General Meeting (AGM) held on September 30 2019for a second term of 4 (Four) consecutive years to audit the books of accounts of theCompany from the F.Y. 2019-20 to F.Y. 2022-23 and who shall hold office from theconclusion of 6th AGM of the Company till the conclusion of 10th AGMto be held in the year 2023 at a remuneration as may be agreed between the Auditors andthe Board of Directors.
The Company has received a written consent and an eligibility certificate from M/s A.R. Sodha & Co. stating that they are willing to act as statutory auditors of theCompany and that their appointment satisfies the criteria as provided under section 141 ofthe Act.
Statutory Audit Report:
Following is the management's reply to the qualification raised by the Statutoryauditor in their report for the financial year under review.
1. Details of Audit qualifications: Impairment in the value of goodwill. The Companyhad acquired its publication and MICE business in FY 2015-16 and during such acquisitionthe company had paid for goodwill amounting to Rs. 788.69 Lakhs as Goodwill on demerger.The carrying value of Goodwill as on March 312020 is Rs. 456.82 Lakhs. However theCompany has not been able to generate sufficient income from its publication and MICEbusiness since last four years and has incurred losses of Rs. 94.87 Lakhs during the yearended on March 312020 and during the preceding financial year of Rs. 150.65 Lakhs. Alsoconsidering the further impact on the business of the Company due to COVID 19 restrictionsimposed by the Government and discontinues of publication of its magazine Governance Now'as stated in Note 29 to Financial Statement in our view this indicates impairment in thevalue of Goodwill. However as stated in Note 30 to the Financial Statement based oncurrent estimates the Company expects to recover the carrying amount of its intangibleassets. Since the Company has not carried out impairment testing on goodwill and in theabsence of working for impairment we are unable to quantify the amount of impairmentprovision required and its possible effects on the financial statements.
The Management of the Company does not anticipate any impairment in the value ofGoodwill as the Management considers that the Goodwill can be commercially exploited indifferent ways to generate the revenue. Management estimates that decline in revenue inrecent past is temporary in nature which has potential to get regularized in near future.The management is of the opinion that keeping in view their long term business synergy andpotential no provision for impairment in the value of goodwill is required to be made ason March 312020.
During the financial year under review the Statutory Auditors had not reported anyfraud under Section 143(12) of the Act 2013 therefore no detail is required to bedisclosed under Section 134(3)(ca) of the Act.
SECRETARIAL AUDITOR AND SECRETARIAL COMPLIANCE REPORT:
Pursuant to the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board in itsmeeting held on February 12 2020 had appointed M/s. Shweta Mundra & AssociatesPracticing Company Secretaries (COP No.: 15387) as the Secretarial Auditors of theCompany to conduct Secretarial Audit of the Company for the financial year 2019-20. TheSecretarial Audit Report for the Financial Year 2019-20 is appended to this report as"Annexure IV.
Following are the management's reply to the qualifications raised by the Secretarialauditor in their report for the financial year under review.
(a) The company has not appointed Internal Auditors during the period under review asrequired under Section 138 of the Act; Management Reply:
The Company is in process of appointing an appropriate candidate for the said position.
(b) The Company has delayed in payment of listing fees to National Stock Exchange ofIndia Limited (NSE) and BSE Limited (BSE) for the year under review.
The Company inadvertently delayed the said payment however the Company has duly madethe payment to National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) forthe year under review on July 24 2019
Pursuant to circular No. CIR/ CFD/ CMD1/ 27/ 2019 dated February 8 2019 issued bySecurities and Exchange Board of India (SEBI) the Company has obtained SecretarialCompliance Report from M/s. Shweta Mundra & Associates Practicing CompanySecretaries (COP No.: 15387) on compliance of all applicable SEBI Regulations andcirculars / guidelines issued thereunder and the copy of the same is submitted to theStock Exchanges within the prescribed due date.
MAINTAINENCE OF COST RECORDS:
Pursuant to the provisions of Section 148(1) of the Act the government has notprescribed maintenance of the cost records in respect of services dealt with by theCompany. Hence the prescribed section for maintenance of cost records is not applicableto the Company during the financial year under review.
Pursuant to the provisions of Section 138 of the Act the Company is required toappoint an Internal Auditor. Despite of constant efforts the Company could not find asuitable candidate to be appointed as internal auditor of the Company. However theCompany is making rigorous efforts to appoint suitable candidate for the said position.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to Company Policies safeguardingof assets prevention and detection of frauds and errors the accuracy and completeness ofthe accounting records and timely preparation of reliable financial disclosures.
The Audit Committee in co-ordination with the Board evaluates the Internal FinancialControl Systems and strives to maintain the appropriate Standards of Internal FinancialControl. The details in respect of internal financial control and their adequacy areincluded in the Management Discussion & Analysis Report which forms part of thisAnnual Report i.e. "Annexure V".
REPORT ON CORPORATE GOVERNANCE:
Pursuant to Regulation 34 read with Schedule V (C) of the Listing Regulations thefollowing are part of this Annual Report and are appended to this report:
a. Report on Corporate Governance (Annexure VI);
b. Declaration on Compliance with Code of Conduct;
c. Certificate from Practicing Company Secretary that none of the Directors on theboard of the Company have been debarred or disqualified from being appointed or to act asDirector of the Company;
d. Auditors' Certificate regarding compliance of conditions of Corporate Governance.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIALRESPONSIBILITY INITIATIVES:
The provisions relating to Corporate Social Responsibility under Section 135 of the Actand rules made thereunder are not applicable to the Company. Therefore the Company hasneither constituted Corporate Social Responsibility Committee nor developed andimplemented any policy on Corporate Social Responsibility initiatives.
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 was no order passed by any regulator or court or tribunal which impacts thegoing concern status of the Company or will have any bearing on Company's operations infuture.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTRELATES AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year 2019-20 to which this financial statementsrelates and the date of this Annual Report.
INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and therefore hasadopted a Policy on Prevention Prohibition and Redressal of Sexual Harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 ('POSH Act') and the Rules madethereunder. All the women employees either permanent temporary or contractual are coveredunder the said policy. The said policy is updated internally to all the employees of theCompany. An Internal Compliant Committee (ICC) has been set up in compliance with the saidAct.
The details of the complaints' in relation to the Sexual Harassment of Women atWorkplace filed/disposed/pending is given in the Report on Corporate Governance which isforming part of this Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Pursuant to Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts)Rules 2014 details regarding Conservation of Energy Technology Absorption ForeignExchange earnings and outgo for the year under review are as follows:
A. Conservation of Energy
a. Steps taken or impact on conservation of energy - The Operations of the Company arenot much energy intensive. However Company continues to implement prudent practices forsaving electricity and other energy resources in day-to-day activities.
b. Steps taken by the Company for utilizing alternate sources of energy - Though theactivities undertaken by the Company are not much energy intensive the Company shallexplore alternative sources of energy as and when the necessity arises.
c. The capital investment on energy conservation equipment - Nil.
B. Technology Absorption
a. The efforts made towards technology absorption - the minimum technology required forthe business has been absorbed.
b. The benefits derived like product improvement cost reduction product developmentor import substitution - Not Applicable.
c. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year) - Not Applicable.
d. The expenditure incurred on Research and Development - Not Applicable.
Foreign Exchange Earnings and Outgo - Nil DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) of the Act your Directors state andconfirm that:
a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
b. the directors have 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 loss of the Company for that period;
c. the directors have 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 have prepared the annual accounts on a going concern basis;
e. the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffective^; and
f. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the applicableSecretarial Standards issued by the ICSI and the Company has complied with all theapplicable provisions of the same during the financial year under review.
The Board of Directors expresses their gratitude for the valuable support andco-operation extended by various Government authorities and stakeholders' includingshareholders banks financial Institutions viewers vendors and service providers.
The Board also places on record their deep appreciation towards the dedication andcommitment of your Company's employees at all levels and look forward to their continuedsupport in the future as well.
The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.
The Directors appreciate and value the contribution made by every member of SAB Events& Governance Now Media Limited family.
| ||For and on behalf of the Board of Directors |
|Place: Mumbai ||Markand Adhikari |
|Date: August 12 2020 ||Chairman |
| ||DIN: 00032016 |