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Sadhna Broadcast Ltd.

BSE: 540821 Sector: Media
NSE: N.A. ISIN Code: INE994R01028
BSE 09:33 | 09 Feb 6.44 -0.17
(-2.57%)
OPEN

6.61

HIGH

6.88

LOW

6.28

NSE 05:30 | 01 Jan Sadhna Broadcast Ltd
OPEN 6.61
PREVIOUS CLOSE 6.61
VOLUME 102974
52-Week high 34.80
52-Week low 1.56
P/E
Mkt Cap.(Rs cr) 65
Buy Price 6.36
Buy Qty 501.00
Sell Price 6.40
Sell Qty 2220.00
OPEN 6.61
CLOSE 6.61
VOLUME 102974
52-Week high 34.80
52-Week low 1.56
P/E
Mkt Cap.(Rs cr) 65
Buy Price 6.36
Buy Qty 501.00
Sell Price 6.40
Sell Qty 2220.00

Sadhna Broadcast Ltd. (SADHNABROADCAST) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the 27th Annual Report on the business andoperations of your Company along with the Annual Audited Financial Statements for thefinancial year ended 31st March 2021.

Financial Summary of the Company

The performance of the Company for the financial year ended on 31st March 2021 issummarized below:

Particulars Year ended 31.03.2021 (in Lakhs) Year ended 31.03.2020 (in Lakhs)
Income (Gross] 2249.65 3455.95
Expenditure 2262.48 3334.20
Profit/(Loss] before Exceptional and extraordinary Items and tax (12.83) 121.75
Less:- Tax Expense
- Current Tax/Mat - 37.70
- Deferred Tax Adjustment-Cr/Dr) -1.72 -3.36
- Tax Adjustments for Earlier Year ' -0.73
Profit/ (Loss) after Tax (11.11) 88.14

Dividend

No dividend were declared for the current financial year due to loss incurred by thecompany.

Reserves

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 Company's working during the year

During the year the net revenue from operations of your Company decreased by 34.84 %from Rs. 3452.75 lakhs to Rs. 2249.65 lakhs due to unstability in the business due toCOVID.

The Company's recorded a loss of Rs. 2249.65 lakhs in the financial year ended 31stMarch 2021.

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) orTribunals] 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.

Public Deposits

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.

Performance Evaluation

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 given Loan or Guarantee or made Investment under Section 186 beyond thelimits specified under Sec 186(2) of the 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 arm's length basis and were in the ordinary course of business. There areno materially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large. Form No. AOC-2 marked Annexure'A' is annexed to this report containing disclosure of related party transactionsunder Section 188 of the Companies Act 2013.

Share Capital

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: Resignation and Appointment of Company Secretary

Ms. Geetanjali Malhotra an Associate Member of the Institute of Company Secretaries ofIndia (ICSI) with has resigned from post of Company Secretary with effect from June 10 2020

Ms. Neeru Kaushik an Associate Member of the Institute of Company Secretaries of India(ICSI) with has appointed for the post of Company Secretary with effect from November 242020.

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 12 months period ended 31st March 2021 9 (Nine) Board Meetings were heldon 01.06.2020 21.07.2020 28.07.2020 02.09.2020 14.09.2020 11.11.2020 24.11.202018.01.2021 13.02.2021.

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 as Annexure‘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 as Annexure-'D'.

Audit Committee

The Company has an Audit Committee comprising Mr. Sanjeev Kumar Jha (NonExecutive &Independent Director). Mrs. Sakshi Wadhwa (Non-Executive & Independent Director) andMr. Arpan Gupta (Non-Executive Director). The terms of reference of the Audit Committeeinteralia include overseeing financial reporting process reviewing the financialstatements 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.sadhna.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 Committee's scope of work includes identifying the persons who are qualified tobecome directors and who may be appointed in senior management and recommend to the Boardtheir appointment and removal and carry out evaluation of every director's performancedeciding on remuneration and policy matters related to remunerations of Directors andlaying 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 Annexure 'D'.

Auditors

(i) Statutory Auditors

M/s. BAS & Co. LLP Chartered Accountants as Statutory Auditors of the Company in

the ensuing Annual General Meeting to hold the office from the conclusion of thisAnnual General Meeting until the conclusion of 30th Annual General Meeting and at suchremuneration as may mutually be agreed upon between the auditors and the Board ofDirectors of the Company."

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.

Auditors' Report

All Observations made in the Independent Auditors' Report and Notes forming part of theFinancial Statements are self explanatory and no qualifications reservations or adverseremarks 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 contain anyreservation 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.

Independent Director

Independent Directors of the company have additionally met 2 times in the financialyear 2020-21 including for

(a) to review the performance of non-independent Directors and the Board as a whole

(b) to review the performance of Board taking into account the views of executive andnon-executive directors;

(c) to assess the quality quantity and timeliness of flow of information between thecompany management and the Board which is necessary for the Board to effectively andreasonably perform their duties.

Declaration By an Independent Director(s)

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 and SEBI (LODR) Regulation 2015.

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.

Employees

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 company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords 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 procedures andthe changes thereto if any are communicated to the employees at the time of joining andit 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 andcompleteness of information reconciliation procedure and multiple checking at differentlevel have been adopted. To avoid human error computer softwares are extensively used.

(d) Retention and Filing of Base Documents - All the source documents are properlyfiled and stored in a safe manner. Further important documents depending upon theirsignificance are also digitized.

(e) Segregation of Duties-It is ensured that no person handles all the aspects of atransaction. To avoid any conflict of interest and to ensure propriety the duties havebeen distributed at different levels.

(f) Timeliness-It is also ensured that all the transactions are recorded and reportedin 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 which is required to be deposited to IEPFso the provisions 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.

Director's 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.

Acknowledgement

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
Place: Delhi Director Managing Director
Date:02.09.2021 DIN:03498884 DIN:06799570
Add: 5/6 2nd Floor Add: 24/27 Front Side
Left Side West Patel Nagar West Patel Nagar
New Delhi-110008 New Delhi-110008

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