SAB Events & Governance
Now Media Limited
The Board of Directors of your Company hereby presents the 5th Annual Reporton the Business and operations of your Company along with the Audited Financial Statementsfor the Financial Year ended on 31st March 2018.
(Rs. In Lakhs)
|Particulars ||For the Year ended 31st March 2018 ||For the Year ended 31st March 2017 |
|Total Revenue ||251.84 ||745.17 |
|Profit/(Loss) before finance chargesDepreciation & Tax ||(389.66) ||111.27 |
|Less: Finance Charges ||1.46 ||1.42 |
|Profit/(Loss) before Depreciation & Tax (EBDTA) ||(391.12) ||109.85 |
|Less: Depreciation ||84.69 ||90.03 |
|Profit/(Loss) before tax adjustment (EBTA) ||(475.81) ||19.82 |
|Tax Expenses ||- ||- |
|Profit/(Loss) after Tax ||(475.81) ||19.82 |
|Other Comprehensive Income ||2.41 ||(6.58) |
|Total Comprehensive Income for the period ||(473.40) ||13.24 |
|Earning Per Share (Basic and Diluted) ||(4.54) ||0.19 |
The Good and Service Tax (GST) has been implemented with effect from 1stJuly 2017. As per Indian Accounting Standard (IND AS) 18 the revenue for the year 31stMarch 2018 is reported net of GST.
Company has adopted Indian Accounting Standards (IND AS) which is applicable to theCompany w.e.f. 1st April 2017. As per the SEBI Circular CIR/CFD/FAC/62/2016dated 05th July 2016 the Company has also provided IND AS Compliant FinancialResults for the year ended 31st March 2017.
The comments of the Board of Directors ("the Board") on the financialperformance of the Company along with state of Company affairs have been provided underthe Management Discussion and Analysis which forms part of the 5th AnnualReport.
The previous year figures have been re-grouped/re-arranged/re-classified/reworkedwherever necessary to confirm the current year accounting treatment.
REVIEW OF OPERATIONS:
During the year under review your Company has earned a total revenue of Rs. 251.84Lakhs as against Rs. 745.24 Lakhs in previous year. The loss before tax is Rs. 475.81Lakhs as against Profit before tax Rs. 19.82 Lakhs in the previous financial year. Theloss after tax is Rs. 475.81 as against Profit after Tax Rs. 19.82 Lakhs in the previousyear. Yours Directors expects better performance in the coming years.
In view of losses your Directors do not recommend any payment of dividend for the yearended 31st March 2018.
There was no change in Share Capital of the Company during the year 2017-18.
CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:
There was no change in the nature of business during the financial year under review.
During the year under review the Company has not accepted any deposits frompublic/members within the meaning of Section 73 and 76 of the Companies Act 2013 readwith Companies (Acceptance and Deposits) Rules 2014.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
In accordance with the provisions of Section 152 of the Companies Act 2013 read withthe Rules made thereunder and the Articles of Association of the Company Mr. MarkandAdhikari (DIN: 00032016) Director of the Company retires by rotation at the ensuingAnnual General Meeting (AGM) and being eligible offers himself for re-appointment.Accordingly your Board recommends his re-appointment as Director of the Company for theapproval of members.
Mr. Umakanth Bhyravajoshyulu and Dr. Ganesh R Raut as recommended by Nomination &Remuneration Committee were appointed as an Additional (Independent) Directors of theCompany for a period of 5 (Five) consecutive years w.e.f. 17th January 2018subject to approval of members at the ensuing Annual General Meeting ('AGM') who shall notbe liable to retire by rotation. Your Board recommends their appointments as theIndependent Directors of the Company.
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013 and under Regulation 16 of the SEBI (Listing Obligations &Disclosures Requirements) Regulations 2015 (Listing Regulations).
The Company has received Notices from the respective Directors as per the provisionsunder Section 160 of the Act proposing their candidature for the office of Director(s) ofthe Company.
Brief resume of the Directors proposed to be appointed/re-appointed as stipulated underRegulation 36(3) of Listing Regulations and Secretarial Standards on General Meeting - 2(SS-2) issued by the Institute of Company Secretaries of India (ICSI) are given in theNotice of 5th AGM of the Company dated 13th August 2018.
Mr. Rakesh Jain and Mrs. Sandhya Malhotra Independent Directors of the Company hasresigned from the directorship w.e.f. closing hours of 07th November 2017 and29th November 2017 respectively. The Board places on record its appreciationtowards valuable contribution made by both during their tenure in the Company.
ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD:
In terms of applicable provisions of the Companies Act 2013 ("the Act") readwith Schedule IV to the Act and Regulation 17 of the Listing Regulations the performanceevaluation of the Independent Directors shall be done by the entire Board of Directorsannually excluding the director being evaluated. The Board works with the Nomination andRemuneration Committee to lay down the evaluation criteria.
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 the Independent Directors for the financial year 2017-18.The Board has also carried out the evaluation of the working of its Audit CommitteeStakeholders' Relationship Committee Nomination and Remuneration Committee. The criteriadevised for performance evaluation consists of maintaining confidentiality maintainingtransparency participation in company meetings monitoring compliances sharing theknowledge and experience for the benefit of the Company.
MEETING OF THE BOARD OF DIRECTORS:
The Board meets at regular intervals to discuss and decide on Companies/ businesspolicy and strategies apart from other Board businesses.
During the year under review the Board of Directors met 7 (Seven) times the detailsof which are given in the Report on Corporate Governance forming part of this AnnualReport. The intervening gap between two consecutive meetings was within the periodprescribed under Secretarial Standards on Meeting of Board of Directors (SS-1) issued byICSI and the Companies Act 2013.
COMMITTEES OF THE BOARD:
The Company has constituted the Committees in accordance with the provision of theCompanies Act 2013 and as per the Listing Regulations . Currently there are 3 (Three)Committees of the Board viz:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders' Relationship Committee.
During the year under review twice the committees were reconstituted on 8thNovember 2017 and 17th January 2018.
The composition of the Committees as on 31st March 2018 is detailed below:
|Name of Director ||Audit Committee ||Nomination and Remuneration Committee ||Stakeholders' Relationship Committee |
|1 Dr. Ganesh P. Raut ||Chairperson ||Member ||- |
|2 Mr. Shailendra Mishra ||Member ||Chairperson ||Chairperson |
|3 Mr. Markand Adhikari ||Member ||Member ||Member |
|4 Mr. Kailasnath Adhikari ||- ||- ||Member |
|5. Mr. Umakanth Bhyravajoshyulu ||Member ||- ||- |
Details of the Committees constitutions their terms of reference meetings andattendance at the meetings held during the year are provided in the Report on CorporateGovernance forming part of this Annual Report.
AUDIT COMMITTEE AND ITS COMPOSITION:
The Audit Committee is duly constituted as per the provisions of Section 177 of theCompanies Act 2013 and Regulation 18 of the Listing Regulations. The composition of theAudit Committee is provided in the Report on Corporate Governance forming part of thisAnnual 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.
Pursuant to provisions of Section 178 of the Companies Act 2013 read with the Rulesmade thereunder and Regulation 19 of the Listing Regulations and on the recommendation ofthe Nomination and Remuneration Committee the Board has adopted a Policy on"Criteria for appointment of Directors and Key Managerial Personnel SeniorManagement and their remuneration". The salient features of Remuneration Policy arestated in the Report on Corporate Governance forming part of this Annual Report.
RISK AND AREAS OF CONCERN:
The Company has devised and adopted a Risk Management Policy and has implemented amechanism for risk assessment and management. The policy provides for identification ofthe possible 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 the risks 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 Audit Committee periodically reviews the risks andrecommend steps to be taken to control and mitigate the same through a properly definedframework.
WHISTLE BLOWER POLICY/VIGIL MECHANISM:
The Company has adopted a Whistle Blower Policy / Vigil Mechanism as per the provisionsof Section 177 of the Companies Act 2013 and Regulation 22 of the Listing Regulations.The Policy provides a mechanism for reporting of unethical behavior and frauds 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 exceptional cases. The details of the Whistle Blower Policy /Vigil Mechanism are explained in the Report on Corporate Governance and are also availableon the website of the Company athttp://www.governancenow.com/disclsoure/Whistle%20Blower%20Policy_%20Done.pdf
We affirm that during the financial year 2017-18 no employee or director or any otherperson was denied access to the Audit Committee.
EXTRACT OF ANNUAL RETURN:
In accordance with the provisions of Section 92(3) of the Companies Act 2013 and theRules framed thereunder the Extract of Annual Return in the prescribed Form MGT 9 isappended to this Report as "Annexure I".
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The particulars of Loans Guarantees and Investments made by the Company under theprovisions of Section 186 of the Companies Act 2013 has been disclosed in the notes tothe Financial Statements forming part of this Annual Report.
PARTICULARS OF THE EMPLOYEES AND REMUNERATION:
Pursuant to the provisions of Section 197 of the Companies Act 2013 read with the Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014details of the ratio of remuneration of each Director to the median employee'sremuneration are appended to this report as "Annexure II - Part A".
During the year under review no employee was in receipt of remuneration exceeding thelimits as prescribed under provisions of Section 197 of the Companies Act 2013 and Rule5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.Other information as required under the said provisions is appended to this report as"Annexure II - Part B".
PARTICULARS OF CONTRACTS OR ARRANGEMENTS:
All the transactions with related parties were in the ordinary course of the businessand on arm's length basis and the transactions if any are reported in the Notes to theFinancial Statements. During the financial year under review the Company did not enterinto any material transactions with related parties. Accordingly the disclosure oftransactions with Related Parties as required under section 134(3) of the Companies Act2013 in Form AOC-2 is not applicable.
In accordance with the provisions of Regulation 23 of the Listing Regulations theCompany has formulated the Related Party Transactions Policy and the same is uploaded onthe Company's website at http://www.governancenow.com/disclsoure/RPT Policv.pdf .
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:
As on 31st March 2018 the Company does not have any Subsidiary Associateor Joint Venture Company and hence preparation of Consolidated Financial Statements andstatement containing salient features of subsidiary in Form AOC -1 as per the provisionsof Section 129 of the Companies Act 2013 is not applicable to the Company.
M/s. A.R. Sodha & Co. Chartered Accountants Mumbai (FRN: 110324W) were appointedas Statutory Auditors of the Company at the 1st Annual General Meeting (AGM)held on 24th September 2014 for a term of 5 (Five) consecutive years subjectto ratification of the Auditors by the members at every AGM held after his appointment.
The Company has received a letter from the statutory auditors to the effect that theyare willing to continue as Statutory Auditors of the Company. The Company has alsoreceived a certificate from them to the effect that their appointment is in compliancewith the conditions as prescribed under Section 139 of the Companies Act 2013 and theysatisfy the criteria as provided under Section 141 of the said Act.
As such on recommendation of the Audit Committee the Board recommends the ratificationof appointment of M/s. A.R. Sodha & Co. Chartered Accountants Mumbai as StatutoryAuditors of the Company to hold office from the conclusion of 5th AGM upto theconclusion of 6th AGM to audit the Financial Statements of the Company and tofix their remuneration for F.Y. 2018-19.
SABGROUP Media Ltd
There are no qualifications reservations adverse remarks or disclaimers made byStatutory Auditors in their Report dated 30th May 2018 on the financial statements ofthe Company for the financial year ended as on 31st March 2018.
During the year under review the Statutory Auditors had not reported any fraud underSection 143(12) of the Companies Act 2013 therefore no detail is required to bedisclosed under Section 134(3)(ca) of the Companies Act 2013.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board inits meeting held on 13th February 2018 had appointed M/s. Pankaj Nigam &Associates Company Secretaries in as the Secretarial Auditors to conduct SecretarialAudit of the Company for the Financial Year 2017-18. The Secretarial Audit Report for thesaid Financial Year under review is appended to this report as
During under the year under review following were the qualifications of theSecretarial Auditors of the Company alongwith the Management reply of the Company:
1. During the year under review the Women (Independent) Director of the Company hadresigned we.f close of working hours of 29th November 2017. Accordingly theBoard of Directors does not have a Women Director which is mandatory under the provisionsof Section 149 of the Act and Regulation 17 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 from 30th November 2017.
Management Reply: The Company is in the process of appointing a suitable candidate tofill the said vacancy.
2 The Internal Auditors of the company have resigned with effect from 8thNovember 2017 and the company is yet to fill the
Management Reply: The Company is in the process of appointing a suitable candidate tofill the said vacancy. INTERNAL AUDITOR:
Mr. Hari Narayanan Internal Auditor of the Company resigned w.e.f. 8thNovember 2017. Mr. Hari Naryanan has submitted his report for the quarter ended June 2017and September 2017 based on the report of internal audit management has undertakencorrective actions in the respective areas and strengthened the levels of InternalFinancial and other operational controls. Accordingly the Company is in the process ofidentifying and appointing a new Internal Auditor for the Company.
INTERNAL FINANCIAL CONTROL:
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 evaluates the Internal Financial Control Systems and strives tomaintain the Standards of Internal Financial Control. The details in respect of internalfinancial control and their adequacy are included in the Management Discussion andAnalysis which forms part of this Annual Report.
REPORT ON CORPORATE GOVERNANCE:
Pursuant to the Regulation 34 read with Schedule V of the Listing Regulations followinghave been made a part of the Annual Report and are attached to this report:
Management Discussion and Analysis;
Report on Corporate Governance;
Declaration on Compliance with Code of Conduct;
Auditors' Certificate regarding compliance of conditions of CorporateGovernance.
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.
CORPORATE SOCIAL RESPONSIBILITY :
The provisions of Section 135 of the Companies Act 2013 on Corporate SocialResponsibility are not applicable to the Company.
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 2017-18 to which this financial statementsrelate and the date of this report.
INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has adopted a Policy on prevention prohibition and Redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. TheCompany has constituted an Internal Complaint Committee under Section 4 of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Therewas no complaint received by committee on sexual harassment during the year under review.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Pursuant to the Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 details regarding Conservation of Energy TechnologyAbsorption Foreign Exchange 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 energy intensive. However Company continues to implement prudent practices for savingelectricity 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 energy intensive the Company shall explorealternative 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 technology required for thebusiness has been absorbed as and when required.
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.
C. Foreign Exchange Earnings and Outgo - Nil.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) of the Companies Act 2013 yourdirectors state and confirm 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 operatingeffectively; 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 Institute of Company Secretaries of India and theCompany has complied with all the applicable provisions of the same during the year underreview.
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.
For and on behalf of the Board of Directors
Date: 13th August 2018