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SAB Events & Governance Now Media Ltd.

BSE: 540081 Sector: Media
NSE: SABEVENTS ISIN Code: INE860T01019
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VOLUME 1539
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OPEN 5.29
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VOLUME 1539
52-Week high 18.00
52-Week low 4.75
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

SAB Events & Governance Now Media Ltd. (SABEVENTS) - Director Report

Company director report

To

The Members

SAB Events & Governance Now Media Limited

The Board of Directors of your Company hereby presents the 9th Annual Report on theBusiness and operations along with the Audited Financial Statements of the Company for theFinancial Year ended March 31 2022.

FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs except for EPS)

Particulars For the Year ended March 31 2022 For the Year ended March 31 2021
Revenue from operations 150.72 141.88
Other income 5.02 1.80
Profit/(Loss) before finance charges exceptional items depreciation & tax (0.18) (24.85)
Less : Finance cost 31.19 15.53
Profit/(Loss) before depreciation & tax (31.37) (40.38)
Less: Depreciation 82.04 82.67
Profit/(Loss) before exceptional items and tax adjustment (113.41) (123.06)
Less: exceptional items - 27.46
Profit/(Loss) before tax adjustment (113.41) (150.52)
Tax Expenses 0.34 1.76
Profit/(Loss) after tax (PAT) (113.75) (152.28)
Other Comprehensive income 0.50 0.29
Total Comprehensive Income (113.25) (151.99)
Earnings per share (Basic and Diluted) (1.09) (1.45)

The Financial Statements of the Company for the year ended March 31 2022 have beenprepared in accordance with the Indian Accounting Standards (IND AS) prescribed underSection 133 of the Companies Act 2013 (“the Act”) read with relevant rulesissued thereunder 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 the currentyear accounting treatment.

COVID IMPACT ON THE COMPANY IN FY21 & FY22:

Due to impact of COVID-19 pandemic nationwide lockdown was imposed and thusbusinesses came to a standstill. In the FY 2020-21 our Company responded to theunprecedented times and migrated from organising on-ground conferences to hostingwebinars. The Company started organizing various 'Virtual Conferences' 'TechnologyMasterclasses' for government and public sector and 'Visionary Talk' series since July2020 with some of the renowned personalities of our Country. Further In FY 2021-22 theCompany has gradually started doing “On Ground Events” after normalcy returned.The Company has intended to continue the Virtual Conferences Technology MasterclassesVisionary Talk along with “On Ground Events”.

In-spite of challenges posed by the pandemic on the business the Company was fullyfocused to sail through it as smoothly as possible and emerged on the path of growth.

At this stage the Company considers it is in a position to ensure continuity ofservices currently demanded by its clients. The Company has considered internal andexternal information and initiated several measures to mitigate any revenue impact and theCompany will continue to monitor the impact on account of changes in future economicconditions and consequential impact on its financial statements.

REVIEW OF OPERATIONS & STATE OF THE COMPANY'S AFFAIRS:

The Company operates in Single segment i.e. Digital Media Websites and MICE.

During the financial year under review your Company could generate total revenue ofRs. 155.74 Lakhs as against Rs. 143.68 Lakhs in the previous financial year. Howeverthere is loss before tax of Rs. 113.41 Lakhs as against loss before tax of Rs. 150.52Lakhs in previous financial year. The Loss after tax is of Rs. 113.75 Lakhs as againstloss after tax of Rs. 152.28 Lakhs in the previous financial year.

Your Directors expect better performance in the coming years to set off the losses ofthe Company.

The Business Developments State of Company affairs have been provided under theManagement Discussion and Analysis Report which is appended as Annexure-I to this Report.

DIVIDEND:

In the event of losses incurred during the financial year under review your Directorsdo not recommend any dividend for the financial year 2021-22.

SHARE CAPITAL:

During the year under review there was no change in the Authorized Share Capital ofthe Company. The Authorized Share Capital of the Company as on March 31 2022 is Rs. 1103Lakhs.

Further as on March 31 2022 there was no change in the paid-up share capital of theCompany. The issued subscribed and paid-up share capital of the Company as on March 312022 is Rs. 1049.37 Lakhs.

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 any reserves.

PUBLIC DEPOSIT:

During the financial year under review the Company has not accepted any deposits frompublic/members within the meaning of Section 73 and 76 of the Act read with Companies(Acceptance and Deposits) Rules 2014.

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 Mrs. Latasha JadhavNon-Executive Director (DIN: 08141498) of the Company retires by rotation at the ensuingAnnual General Meeting (AGM) and being eligible offers herself for re-appointment. Assuch the Board recommends her re-appointment as Non-Executive Director of the Company forapproval of the members.

As stipulated under Regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ('Listing Regulations') and Secretarial Standard onGeneral Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI)brief resume of the Mrs. Latasha Jadhav proposed to be re-appointed is given in theNotice of ensuing AGM.

Appointment:

Re-appointment of Mr. Kailasnath Adhikari Managing Director of the Company:

Mr. Kailasnath Adhikari (DIN: 07009389) was re-appointed as Managing Director of theCompany in the 5th Annual General Meeting held on September 28 2018 for the term of 3(three) years. Further the Board in its meeting held on November 11 2021 re-appointedMr. Kailasnath Adhikari as Managing Director of the Company for a further period of 5(five) years w.e.f. February 10 2022 to February 09 2027 liable to retire by rotationsubject to the approval of members of the Company in the ensuing Annual General Meeting.

Re-appointment of Independent Directors of the Company:

Based on the recommendation of the Nomination & Remuneration Committee of theCompany and considering the background and experience the Board at its Meeting held onAugust 02 2022 has recommended the re-appointment of Dr. Ganesh P Raut (DIN: 08047742)and Mr. Umakanth Bhyravajoshyulu (DIN: 08047765) as Independent Directors with effect fromJanuary 17 2023 for a second term of five years subject to approval of the Members at the9th (Ninth) Annual General Meeting by way of special resolution.

In the opinion of the Board the appointee Directors possess requisite expertiseintegrity and experience (including proficiency) for re-appointment as an IndependentDirectors of the Company.

The Board recommends the re-appointment of above Directors for your approval. Briefdetails of Directors proposed to be re-appointed as required under Regulation 36 of theSEBI Listing Regulations are provided in the Notice of the AGM.

Apart from the above there has been no change in the composition of the Board ofDirectors of the Company during the year under review.

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 Listing Regulations. There has been no changein the circumstances affecting their status as independent directors of the Company.

The Independent Directors of the Company have undertaken requisite steps towards theinclusion of their names in the databank of Independent Directors maintained with theIndian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6of the Companies (Appointment & Qualification of Directors) Rules 2014 as per theMinistry of Corporate Affairs Notification dated October 22 2019.

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 feescommission and reimbursement of expenses incurred by them for the purpose of attendingmeetings of the Board/Committee of the Company.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Act the following continue to be theKey Managerial Personnel of the Company as on March 31 2022:

Sr. No. Name of the KMP Designation
1 Mr. Kailasnath Adhikari Managing Director
2 Mr. Suresh Satpute Chief Financial Officer
3 Ms. Swity Gada Company Secretary & Compliance Officer

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) of the Act the Board of Directorsstate 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.

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. The criteria devised for performance evaluation ofeach Director consists of maintaining confidentiality maintaining transparencyparticipation in company meetings monitoring compliances sharing the knowledge andexperience for the benefit of the Company.

The Independent Directors met on March 04 2022 without the presence of other Directorsor members of Management. In the meeting the Independent Directors reviewed performanceof Non Independent Directors the Board as a whole and Chairman. They assessed thequality quantity and timeliness of flow of information between the Company Management andthe Board. The Independent Directors expressed satisfaction over the performance andeffectiveness of the Board individual Non-Independent Directors and the Chairman.

During the financial year under review the Nomination & Remuneration Committeereviewed the performance of all the Executive and Non-Executive directors.

A formal performance evaluation was also carried out by the Board of Directors wherethe Board made an annual evaluation of its own performance the performance of directorsindividually as well as the evaluation of the working of its various Committees for theFinancial Year 2021-22 on the basis of a structured questionnaire on performance criteria.The Board expressed its satisfaction with the evaluation process.

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 5 (Five) 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 the Act Listing RegulationsSecretarial Standard on Board Meetings (SS-1) issued by the Institute of CompanySecretaries of India (“ICSI”) and pursuant to the relaxations issued by SEBICircular dated April 29 2021 as amended from time to time.

COMMITTEES OF THE BOARD:

In compliance with the requirements of the relevant provisions of applicable laws andstatutes as on March 31 2022 the Company currently has 3 (three) committees of theBoard viz.:

1. Audit Committee;

2. Nomination & 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 andits terms of reference number of meetings held and attended is given in the Report onCorporate Governance which is annexed to this Report.

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. All the recommendations madeby the Audit Committee were accepted and approved by the Board.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

Pursuant to the provisions of Section 178 of the Act read with the Rules madethereunder Regulation 19 of the Listing Regulations and on the recommendation of theNomination and Remuneration Committee the Company has in place “Nomination andRemuneration Policy”. The salient features of the said Policy are stated in theReport on Corporate Governance which forms part of this Annual Report.

RISK MANAGEMENT:

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 assess mitigateand handle 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 / 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 2021-22 no employee or director was deniedaccess to the Audit Committee. Further no complaints were received from employees of theCompany during the financial year.

ANNUAL RETURN:

The Annual Return in Form MGT-7 as on March 31 2022 as required under Section 92(3)of the Act and Rule 12 of the Companies (Management and Administration) Rules 2014 isavailable on the website of the Company and can be accessed athttp://www.governancenow.com/annual-returns.

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 related party transactions which were material were executed pursuant to theapplicable provisions of the Act rules made thereunder and Listing Regulations and inpursuance to the approval obtained from shareholders in the 8th Annual General Meetingheld on September 18 2021.

Further the prescribed details of related party transactions in Form AOC-2 in termsof Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 isgiven in the “Annexure III” to this Report.

In accordance with the provisions of Regulation 23 of the Listing Regulations theCompany has formulated “Policy on Related Party Transactions” and the same canbe accessed on the Company's website athttp://www.governancenow.com/disclsoure/Policy%20on%20Related%20Party%20transaction_SAB%20Events.pdf

SUBSIDIARY ASSOCIATE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

As on March 31 2022 the Company does not have any Subsidiary Associate or JointVenture Company and hence preparation of Consolidated Financial Statements and statementcontaining salient features of subsidiary and associate in prescribed Form AOC-1 as perthe provisions of Section 129 of the Act is not applicable to the Company.

Further no Company ceased to be Subsidiary or Associate or Joint Venture Company ofthe Company during the financial year under review.

In accordance with Section 136 of the Act the Audited Financial Statements of theCompany are available on the Company's website at http://www.governancenow.com/financial.

STATUTORY AUDITORS AND AUDIT REPORT:

Statutory Auditors:

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 2019 for asecond term of 4 (Four) consecutive years to audit the books of accounts of the Companyfrom the F.Y. 2019-20 to F.Y. 2022-23 at a remuneration agreed between the Auditors andthe Board of Directors.

Further during the financial year under review the Auditor had not reported any fraudunder Section 143(12) of the Act therefore no detail is required to be disclosed underSection 134(3)(ca) of the Act.

 

Qualifications in Statutory Audit Report:

Following is the managements' reply to the qualifications raised by the StatutoryAuditors' in their report for the financial year ended March 31 2022:

1. Details of Audit qualifications: Impairment in the value of goodwill. The Companyhad acquired its publication and MICE business in Financial Year 2015-16 as per the schemeof arrangement and during such acquisition the company has recognised goodwill amountingto Rs.788.69 Lakhs as Goodwill on demerger. The carrying value of Goodwill as on March 312022 is Rs.299.07 Lakhs. However the Company has not been able to generate sufficientincome from its publication and MICE business since last five years and has incurredlosses of Rs.112.75 Lakhs during the year ended on March 31 2022 and during the precedingfinancial year of Rs.151.99 Lakhs. Also considering the further impact on the business ofthe company due to COVID 19 restrictions imposed by the Government for Ground event anddiscontinuance of publication of its magazine ‘Governance Now’ in our view thisfacts indicates that there is impairment in the value of Goodwill. However the Company hasnot carried out impairment testing on goodwill and instead amortising the Goodwill over aperiod of 10 years which is not in consonance with the Ind AS 36 Impairment of Assets. Inthe absence of working for impairment we are unable to quantify the amount of impairmentprovision required and its possible effects on the financial statements.

Managements' reply:

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 31 2022.

2. Details of Audit qualifications: Non Accounting of Lease Transactions as per IND-AS116 (Lease): The Company has not accounted the lease transactions as per requirements ofInd AS 116 Leases. Had the said standard been followed the liabilities would have beenhigher by Rs.56.92 Lakhs and assets would have been higher by Rs.55.84 Lakhs and losswould have been higher by Rs.1.08 Lakhs.

Managements' reply:

The impact for adoption for IND-AS 116 in the Company's financials statements is notmaterial as the Company has not entered into a long term lease agreement with any lessor.However the management will assess its impact in next financial year and account for thesame if required as per IND-AS 116.

SECRETARIAL AUDIT AND ANNUAL 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 had appointed M/s. Shweta Mundra & AssociatesPracticing Company Secretaries (COP No.: 15387) as the Secretarial Auditors of theCompany to conduct Secretarial Audit for the Financial Year 2021-22. The Secretarial AuditReport for the said Financial Year 2021-22 is appended to this report as “AnnexureIV”.

During the financial year under review following were the qualifications of theSecretarial Auditors of the Company alongwith the reply of the Management of the Company:

1. The Company has not appointed the Internal Auditors as mandatory for Listed Entitiesunder Section 138 of the Companies Act 2013 for the period from April 01 2021 to August11 2021. Therefore the Audit Committee could not review the internal audit report forquarter ended June 2021.

Management Reply:

The Company has appointed M/s. Bhavesh Vora & Associates Chartered AccountantsMumbai (FRN: 0113805W) as an Internal Auditor of Company with effect from August 12 2021and Audit Committee of the Company has reviewed internal audit report for further quarter.

2. The Company has filed Forms MR-1 & MGT-14 with ROC Mumbai for the intimation ofre-appointment of Mr. Kailasnath Markand Adhikari (DIN 07009389) as a Managing Director ofthe Company with an additional fee.

Management Reply:

The Company has inadvertently missed filing of Forms MGT-14 & MR-1. However thesame has been filed with additional fees.

Pursuant to circular No. CIR/ CFD/ CMD1/ 27/ 2019 dated February 8 2019 issued bySecurities and Exchange Board of India the Company has obtained Annual SecretarialCompliance Report for financial year 2021-22 from M/s. Shweta Mundra & AssociatesPracticing Company Secretaries (COP No.: 15387) on compliance of all applicable SEBIRegulations and circulars/guidelines issued thereunder and the same has been submitted tothe Stock Exchanges within the prescribed timeline.

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 or cost audit isnot applicable to the Company during the financial year under review.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts)Rules 2014 the Board of Directors in its meeting held on August 12 2021 had appointedM/s. Bhavesh Vora & Associates Chartered Accountants Mumbai (FRN: 0113805W) asInternal Auditor of the Company for financial year 2021-22. The Internal Auditor reportsdirectly to the Audit Committee.

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.

DETAILS OF THE COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE ANDPOLICY ON CSR INITIATIVES:

The provisions relating to Corporate Social Responsibility under Section 135 of theCompanies Act 2013 and rules made thereunder are not applicable to the Company.Therefore the Company has neither constituted Corporate Social Responsibility Committeenor developed and implemented any policy on Corporate Social Responsibility initiatives.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations thefollowing are part of this Annual Report and are appended to this report:

a. Management Discussion and Analysis Report (Annexure I); b. Report onCorporate Governance (Annexure V); c. Declaration on Compliance with Code ofConduct; d. Certificate from Practicing Company Secretary that none of the Directors onthe Board of the Company have been debarred or disqualified from being appointed or to actas Director of the Company; and e. Auditors' Certificate regarding compliance ofconditions of Corporate Governance.

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 during the financial year 2021-22 to which this financial statements relates andthe 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 withprovision of the said Act.

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 for saving electricity andother 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:

The Foreign Exchange earned in terms of actual inflows and the Foreign Exchange outgoin terms of actual outflow during the financial year.

Particulars March 31 2022 March 31 2021
Foreign Exchange Earnings 182660.19 106720.68
Foreign Exchange Outgo - -

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 year under review.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THEFINANCIAL YEAR:

No application made and no such proceeding is pending under the Insolvency andBankruptcy Code 2016 during the financial year 2021-22.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF:

No such valuation has been done during the financial year 2021-22.

ACKNOWLEDGEMENT:

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 appreciate and value the contribution made by every member of the SABEvents & Governance Now Media Limited family.

For and on behalf of the Board of Directors
Place: Mumbai Markand Adhikari
Date: August 02 2022 Chairman
DIN: 00032016

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