Your Directors take pleasure in presenting the 25th Annual Report on thebusiness and operations of your Company along with the Annual Audited Financial Statementsfor the financial year ended31st March 2019.
Financial Summary of the Company
The performance of the Company for the financial year ended on 31st March2019 is summarized below:
|Particulars ||Year ended 31.03.2019 ||Year ended 31.03.2018 |
| ||(in Lakhs) ||(in Lakhs) |
|Income (Gross) ||5540.74 ||5522.52 |
|Expenditure ||5348.54 ||5355.41 |
|Profit/(Loss) before Exceptional and extraordinary ||192.20 ||167.11 |
|Items and tax || || |
|Less:- Tax Expense || || |
| Current Tax/Mat ||51.91 ||55.22 |
| Deferred Tax Adjustment-Cr/Dr) ||0.40 ||2.33 |
|-Tax Adjustments for Earlier Year ||- ||- |
|Profit after Tax ||139.89 ||109.56 |
The Board recommended a dividend of Rs. 0.02 per equity share to the EquityShareholders of the Company for the year ended 31 March 2019. The dividend to be paid onEquity Shares is subject to the approval of the shareholders at the Annual General Meeting(AGM) scheduled on 12th August 2019. The Register of Members and the ShareTransfer Books of the Company will remain closed from Saturday 3rd August2019 to Sunday 11th August 2019 (both days inclusive) for the purpose ofAnnual General Meeting and payment of dividend upon being declared thereat.
The Company has not transferred any amount from the statement of profit and loss togeneral reserve during the year under review.
Brief description of the Companys working during the year
The fiscal year 2019 was a period of relative stability. During the year under reviewyour Company achieved a profit of Rs. 19220000/- before tax as against Profit of Rs.16711362/- before tax in the preceding financial year.
Change in the nature of business
The Company is engaged in the business of launching television channels for the newsfilms music serial and others programmes and to carry on the business of T.V. Newsfilms music serials and feature agency on a worldwide network having stringers specialcorrespondence and representatives at different centres and other allied activities andthere has been no change in the nature of business during the year under review by theCompany.
Significant & Material Orders Passed by the Regulators or Courts or TribunalsImpacting the Going Concern Status of the Company
No significant and material orders were passed by any Regulator(s) or Court(s) orTribunal(s) which would impact the going concern status of the company.
Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report:
No material changes and commitment affecting the financial position of the company haveoccurred between the end of the financial year to which this financial statements relateand the date of this report.
Details of Subsidiary/Joint Venture/ Associate Companies
During the year under review the Company has no Subsidiary/Joint Venture/ AssociateCompany.
Performance and financial position of each of the subsidiaries associates and jointventure companies included in the consolidated financial statement
The Company has no subsidiaries associates and joint venture companies so this pointis not applicable on the Company.
Details in Respect of Frauds Reported by Auditors under Sub-Section (12) Of Section 143other than those which are Reportable to The Central Government
Auditors have not reported any frauds during the year under review.
During the year under review the Company has not accepted any deposit under Section 73of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 1975.
Pursuant to the provisions of the Companies Act 2013 and as per SEBI (LODR)Regulations 2015 a separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board who were evaluated on parameterssuch as level of engagement and contribution and independence of judgment therebysafeguarding the interest of the Company. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors. The Boardalso carried out annual performance evaluation of the working of its Audit Nomination andRemuneration as well as Stakeholders Relationship Committee. The Directors expressed theirsatisfaction with the evaluation process.
Particulars of Loans Guarantees or Investments under Section 186 of the Companies Act2013
The Company has not given any Loan or Guarantee or made Investment under Section 186 ofthe Companies Act 2013.
Particulars of Contracts or Arrangements with Related Parties
All material related party transactions that were entered into during the financialyear were on an arms length basis and were in the ordinary course of business. Thereare no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large. Form No. AOC-2 markedAnnexure A is annexed to this report containing disclosure of related partytransactions under Section 188 of the Companies Act 2013.
A. Increase in Authorised Share Capital and Preferential Allotment of Shares
During the year under review there is no change in Authorised Capital of the Company. B.Issue of equity shares with differential rights
Company has not issued any equity shares with differential rights so no disclosure isrequired as per rule 4 (4) of the Companies (Share Capital and Debentures) Rules 2014
C. Issue of sweat equity shares
Company has not issued sweat equity shares so no disclosure is required as per rule8(13) of the Companies (Share Capital and Debentures) Rules 2014.
D. Issue of employee stock options
Company has not issued employee stock options so no disclosure is required as per rule12(9) of the Companies (Share Capital and Debentures) Rules 2014
E. Provision of money by Company for purchase of its own share by employees or bytrustee for the benefit of employees
Company has not made any provision for purchase of its own share by employees or bytrustee for the benefit of employees so no disclosure is required as per rule 16(4) of theCompanies (Share Capital and Debentures) Rules 2014
Extract of the Annual Return
The extract of the Annual Return in Form No.MGT 9 as per Section 92 of theCompanies Act 2013 is annexed as Annexure B.
Directors and Key Managerial Personnel
A: Declaration by an Independent Director(s) and re-appointment if any
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of Independence as prescribed under sub-section (6)of Section 149 of the Companies Act 2013.
B: Appointment of Company Secretary
The Company has already been appointed Ms. Geetanjali Malhotra an Associate Member ofthe Institute of Company Secretaries of India (ICSI) with effect from October 7 2016 asCompany Secretary of the Company.
Number of Meetings of the Board of Directors
The Board of Directors consisted of Four Directors including two Independent Directorsduring the period under review.
During the 10 months period ended 31st March 2019 10 (Ten) Board Meetingswere held on16.04.201829.05.201831.05.201816.07.201814.08.201815.10.201814.11.201818.01.201914.02.201902.03.2019.
Management Discussions and Analysis Report
The Management Discussion and Analysis Report forms part of this Annual Report incompliance with Regulation 34 of SEBI (LODR) Regulations 2015 and is annexed marked asAnnexure C. Corporate Governance
The Company believes that the essence of Corporate Governance lies in the phrase"Your Company". It is "Your" Company because it belongs toyou-"the Shareholders". The Chairperson and Directors are "Your"fiduciaries and trustees. Their objective is to take the business forward in such a waythat it maximizes "Your" long term value. Your Company is committed to benchmarkitself with global standards in all areas including highest standards of Good CorporateGovernance. Besides adhering to the prescribed Corporate Governance practices as per SEBI(LODR) Regulations 2015 the Company also endeavors to share information with itsstakeholders openly and transparently on matters which have a bearing on its economic andreputational interest.
The Corporate Governance Report of the Company is annexed to this report asAnnexure-D.
The Company has an Audit Committee comprising Mr. Sanjeev Kumar Jha (Non Executive& Independent Director) Mrs.Sakshi Wadhwa (Non Executive & Independent Director)and Mr. Arpan Gupta (Non Executive Director). The terms of reference of the AuditCommittee interalia include overseeing financial reporting process reviewing thefinancial statements and recommending appointment of Auditors.
Details of Establishment of Vigil Mechanism/ Whistle Blower Policy for Directors andEmployees
In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the Company has adopted a vigil mechanism policy.This policy is has been uploaded on the website of the Company- www.sadhnabroadcast.com
Nomination and Remuneration Committee
The Company has constituted a Nomination and Remuneration Committee of Directors. TheCommittee comprises of Mr. Sanjeev Kumar Jha (Non Executive & Independent Director)Mrs. Sakshi Wadhwa (Non Executive & Independent Director) and Mr. Arpan Gupta(Non-Executive Director).
The Committees scope of work includes identifying the persons who are qualifiedto become directors and who may be appointed in senior management and recommend to theBoard their appointment and removal and carry out evaluation of every directorsperformance deciding on remuneration and policy matters related to remunerations ofDirectors and laying guidelines for remuneration package or compensation.
The Committee has formulated a Nomination and Remuneration Policy relating to theappointment and remuneration for the directors key managerial personnel and otheremployees. The nomination and remuneration policy is annexed marked AnnexureD.
(i) Statutory Auditors
M/s. Gambhir & Luthra Chartered Accountants the Statutory Auditors of the Companyhold the office till the conclusion of the ensuing Annual General Meeting. It is proposedto re- appoint M/s.Gambhir & Luthra Chartered Accountants as Statutory Auditors ofthe Company in the ensuing Annual General Meeting to hold the office from the conclusionof this Annual General Meeting until the conclusion of the Annual General Meeting to beheld in 2022-2023 and on such remuneration as may be decided by the Board of Directorswith mutual consent of the appointee Auditors.
The Company has received letter from them to the effect that their appointment ifmade would be within the prescribed limits under Section 139(2) of the Companies Act2013 and that they are not disqualified for such appointment within the meaning of Section139 (1) of the said Act.
(ii) Secretarial Auditors
M/s. V Kumar and Associates Company Secretaries (COP No.:10438 FCS: 8976) are theSecretarial Auditors of the Company to undertake the Secretarial Audit under theprovisions of Section 204 of the Companies Act 2013.
All Observations made in the Independent Auditors Report and Notes forming partof the Financial Statements are self explanatory and no qualifications reservations oradverse remarks have been made by the Statutory Auditors in the said Report.
Secretarial Audit Report
A copy of Secretarial Audit Report as provided by Company Secretary in Practice hasbeen annexed to this Report as Annexure- E. The Secretarial Audit Report does not containany reservation qualification or adverse remark.
Shifting of Registered Office
During the year under review the Company has not shifted its registered office.
Corporate Social Responsibility
Even though the provisions of Companies Act 2013 regarding Corporate SocialResponsibility are not attracted to the Company yet the Company has been over the yearspursuing as part of its corporate philosophy an unwritten CSR policy voluntarily whichgoes much beyond mere philanthropic gestures and integrates interest welfare andaspirations of the community with those of the company itself in an environmentpartnership for inclusive development.
Conservation of energy technology absorption and foreign exchange earnings and outgo
The details of conservation of energy technology absorption foreign exchange andoutgo are as follows:
A Conservation of energy
Company is not engaged in any manufacturing or processing activity as such particularsrequired to be given in terms of Section 134(3)(m) of the Companies Act 2013 read withCompanies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988regarding conservation of energy are not applicable.
B Technology absorption
Company is not engaged in any manufacturing or processing activity as such particularsrequired to be given in terms of Section 134(3)(m) of the Companies Act 2013 read withCompanies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988regarding Technology absorption are not applicable.
C Foreign exchange earnings and outgo
There has been no expenditure and/or earning in foreign exchange.
In terms of Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the name and other particulars of the employees whose remunerationfalls within the purview of the said rule are required to be set out in the Annexure tothe Directors Report. However during the year under review or any part thereof thecompany did not employ any person with remuneration falling within the purview asprescribed under the rule.
Details in Respect of Adequacy of Internal Financial Controls with reference to theFinancial Statement
The company has adequate internal financial control system commensurate with the sizeof the company and the nature of its business with regards to purchase of fixed assets.The activities of the company do not involve purchase of inventories and sale of goods andservices.
For the purposes of effective internal financial control the Company has adoptedvarious procedures for ensuring the orderly and efficient conduct of its businessincluding adherence to companys policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.
To ensure adequacy of internal financial controls the procedures adopted by theCompany are based on the following parameters:
(a) Familiarity with Policies and Procedures the related policies and proceduresand the changes thereto if any are communicated to the employees at the time of joiningand it is ensured that such person understands the policies or procedures correctly. (b)Accountability of Transactions There is a proper delegation of authorities andresponsibilities so as to ensure accountability of any transaction. (c) Accuracy &Completeness of Financial Statements/ Reports For accuracy and completeness ofinformation reconciliation procedure and multiple checking at different level have beenadopted. To avoid human error computer softwares are extensively used. (d) Retention andFiling of Base Documents All the source documents are properly filed and stored ina safe manner. Further important documents depending upon their significance are alsodigitized. (e) Segregation of Duties It is ensured that no person handles all theaspects of a transaction. To avoid any conflict of interest and to ensure propriety theduties have been distributed at different levels. (f) Timeliness It is also ensuredthat all the transactions are recorded and reported in a timely manner.
The procedures are also reviewed by the Statutory Auditors and the Directors of theCompany from time to time. There has also been proper reporting mechanism implemented inthe organization for reporting any deviation from the procedures.
Transfer of Unclaimed Dividend to Investor Education and Protection Fund
Since there was no unpaid/unclaimed dividend declared and paid in past years theprovisions of Section 125 of the Companies Act 2013 do not apply.
Risk Management Policy
Company has implemented proper risk management policy including identification thereinof element of risk.
Directors Responsibility Statement
Pursuant to Section 134(3)(c) of the Companies Act 2013 with respect to DirectorsResponsibility Statement it is hereby confirmed and stated that :-
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any.
ii. 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 profit or loss of the Company for that period.
iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
iv. The Directors have prepared the annual accounts on a going concern basis.
v. The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
vi. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Your Directors wish to place on record and acknowledge their appreciation for thecontinued support and co-operation received from Government agencies and the shareholders.Your Directors also record their appreciation for the total dedication of employees at alllevels
| || ||By order of the Board For Sadhna Broadcast Limited |
| ||SD/- ||SD/- |
| ||Arpan Gupta ||Tajinder Kaur |
| ||Director ||Managing Director |
| ||DIN: 03498884 ||DIN: 06799570 |
| ||Address: AG 300 ||Address: 302 A LIG Flats |
|Place: Delhi ||Shalimar Bagh ||PKT D-6 SEC-6 Rohini |
|Date:09/07/2019 ||Delhi-110088 ||Delhi- 110085 |
FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)
Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third provisothereto.
Details of contracts or arrangements or transactions not at arms length basis.
Details of contracts or arrangements or transactions at Arms length basis.
| || ||By order of the Board |
| || ||For Sadhna Broadcast Limited |
| ||SD/- ||SD/- |
| ||Arpan Gupta ||Tajinder Kaur |
| ||Director ||Managing Director |
| ||DIN: 03498884 ||DIN: 06799570 |
|Place: Delhi ||Address: AG 300 ||Address: 302 A LIG Flats |
|Date:09/07/2019 ||Shalimar Bagh ||PKT D-6 SEC-6 Rohini |
| ||Delhi-110088 ||Delhi- 110085 |