Your Directors are pleased to present their Annual Report on the Business andoperations of the Company together with the Audited Statement of Accounts for the yearended 31st March 2017. FINANCIAL RESULTS
The financial performance of your Company for the year ended March 31 2017 issummarized below:
|Particulars ||2016-2017 ||2015-2016 |
|Total Income ||591.63 ||3305.74 |
|Total Expenses ||584.51 ||3273.60 |
|Profit/(Loss) ||7.12 ||31.70 |
|Exceptional items ||(23.30) ||- |
|Profit/(Loss)Before Tax ||30.42 ||31.70 |
|Tax || || |
|(-) Current Tax ||9.00 ||9.00 |
|Net Profit After Tax ||24.42 ||22.70 |
BUSINESS PERFORMANCE AND SEGMENT REPORTING
The turnover of the Company has decreased substantially during the year under reviewbut profit was Rs. 24.42 lacs compared to last year profit of Rs.22.70. The company isengaged in the business of trading in advertisement and media related productswhich as perAccounting Standard 17 is considered the only reportable business.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
To avoid duplication between the Directors Report and the Management Discussion andAnalysis Report for the year we present below a composite summary of performance of thevarious business & functions of the Company.
The trend in slowdown in global growth continued during the year. The demonetizationhas effected the Company in general & overall in various sectors of the economy. TheCompany is intotrading in advertisement & media related products.
The Company main activities aretrading in advertisement & media related items. TheCompany is exploring various options to improve margins of the Company by having tightcontrol on expenses & exploring various business activities. Every year new productsenter the market and there are many web based application for selling of various products& services. They require advertisement & visibility in media to capture the marketshare. Hence the Company is hopeful to generate more revenue by targeting these newplayers by offering them better services at a comparative cost. Despite various adversefactors we firmly believe that Indian economic will grow and hence the growth of media& advertisement services sector presents us with exciting opportunities like India'slong-term growth story remains intact notwithstanding declining growth in the past year ortwo. This presents vast opportunities for us to grow our businesses in the medium to longterm. Though the turnover during the current year has declined substantially which hastremendous impact on the profitability of the Company.
ADEQUACY OF INTERNAL CONTROL:
The Company has robust internal control systems in place which are commensurate withthe size and nature of the business. The internal controls are aligned with statutoryrequirements and designed to safeguard the assets of the Company. The internal controlsystems are complemented by various Management Information System (MIS) reports coveringall areas. Increased attention is given to auto generation of MIS reports as againstmanual reports to take care of possible human errors or alteration of data. The Managementreviews and strengthens the controls periodically.
HUMAN RESOURCE DEVELOPMENT
The Company recognizes the importance of Human Resource as a key asset instrumental inits growth. The Company believes in acquisition retention and betterment of talented teamplayers. With the philosophy of inclusive growth the Company has redefined itsperformance management system. The new system focuses on progression of individualemployees together with organizational goals. Under the new system increased thrust willbe on job rotation and multi-skilling.
The Company is into single reportable segment only
The Compliance function of the Company is responsible for independently ensuring thatoperating and business units comply with regulatory and internal guidelines. TheCompliance Department of the Company is continued to play a pivotal role in ensuringimplementation of compliance functions in accordance with the directives issued byregulators the Company's Board of Directors and the Company's Compliance Policy. TheAudit Committee of the Board reviews the performance of the Compliance Department and thestatus of compliance with regulatory/internal guidelines on a periodic basis.
New Instructions/Guidelines issued by the regulatory authorities were disseminatedacross the Company to ensure that the business and functional units operate within theboundaries set by regulators and that compliance risks are suitably monitored andmitigated in course of their activities and processes.
Investors are cautioned that this discussion contains statements that involve risks anduncertainties. Words like anticipate believe estimate intend will expect and othersimilar expressions are intended to identify "Forward Looking Statements". Thecompany assumes no responsibility to amend modify or revise any forward lookingstatements on the basis of any subsequent developments information or events. Actualresults could differ materially from those expressed or implied.
The Board of Directors does not recommend any Dividend for the year under review SHARECAPITAL
The Company has not changed the capital structure during 2016-17 however it hasconsolidated its face value from Re. 1/- to Rs. 10/- per share.
Out of the profits available for appropriation no amount has been transferred to theGeneral Reserve and the balance amount of Rs. 24.42 lacs has been carried forward toprofit & loss account.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATES COMPANIES:
The Company does not have any subsidiaries joint venture & associates Company.
ACCEPTANCE OF FIXED DEPOSITS
The Company has not accepted any Fixed Deposits from general public within the purviewof Section 73 of the Companies Act 2013 during the year under review.
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY
The policy on materiality of related party transactions and also on dealing withrelated party transactions as approved by the Board may be accessed on the Company websitei.e. www.sanguinemedialtd.com. All related party transactions which were entered intoduring the year were on arm's length basis and were in the ordinary course of business anddid not attract provisions of section 188 of the Companies Act 2013 and were also notmaterial related party transactions under Regulation 23 of the SEBI (LODR) Regulations2015. There are no material transactions entered into with related parties during theperiod under review which may have had any potential conflict with the interests of theCompany. Pursuant to Regulation 26(5) of the SEBI (LODR) Regulations 2015 senior keymanagerial personnel made periodical disclosures to the Board relating to all materialfinancial and commercial transactions where they had or were deemed to have had personalinterest that might have been in potential conflict with the interest of the Company &same was nil. During the year under review Company has not entered into Related Partywhich requires disclosure under Section 134 (3) (h) of the Companies Act 2013and Rule8(2) of the Companies (Accounts) Rules 2014.
LOANS INVESTMENT AND GUARANTEES BY THE COMPANY
There is no loan given investment made guarantee given or security provided by theCompany to any entity under Section 186 of the Companies Act 2013. Particulars ofInvestment made/loan given under section 186 of the Companies Act 2013 are provided inthe financial statement.
INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observations has been received from the Auditor of the Company for inefficiency orinadequacy of such controls.
DISCLOSURES UNDER SECTION 134(3) (I) OF THE COMPANIES ACT 2013
No material changes and commitments which could affect the Company financial positionhave occurred between the end of the financial year of the Company and the date of thisreport except as disclosed elsewhere in this report.
DIRECTORS REMUNERATION POLICY
The Board on the recommendation of the Nomination and Remuneration Committee has frameda Remuneration policy providing criteria for determining qualifications positiveattributes independence of a Director and a policy on remuneration for Directors keymanagerial personnel and other employees. The detailed Remuneration policy is placed onthe Company's websitewww.sanguinemedialtd.com.
CONSOLIDATED FINANCIAL STATEMENT
The audited consolidated financial statement of the Company prepared in accordance withrelevant Accounting Standards (AS) issued by the Institute of Chartered Accountants ofIndia forms part of this Annual Report. The Compliance Officer will make these documentsavailable upon receipt of a request from any member of the Company interested in obtainingthe same. These documents will also be available for inspection at the Registered Officeof your Company during working hours up to the date of the Annual General Meeting.
NUMBER OF MEETING OF BOARD OF DIRECTORS
The Board of Directors have met 8 times and Independent Directors once during the yearended 31st March 2017 in accordance with the provisions of the Companies Act 2013 andrules made there under. All the Directors actively participated in the meetings andcontributed valuable inputs on the matters brought before the Board of Directors from timeto time.
DECLARATIONS BY INDEPENDENT DIRECTOR
Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013.
During the year under review Kumar Raichand Madan Managing Director of the Companyexpired on 8/10/2016 & Company has appointed Sanjay Sunderlal Meena has been appointedas Managing Director of the Company for a period of 3 years from 1stJanuary 2017 on suchterms & conditions which was approved by the shareholders of the Company at the EGMheld on 7/4/2017. Devendra P Otavkar; Dhiresh U Munver & Ami Jigar Motta have resignedon 4/3/2017 & Board appreciates their valuable contribution to the Company. Aditya RSuryavanshi & Gayatri C Gupta was appointed as Directors of the Company on4/3/2017.Akshay V Nawale was also appointed on 10/10/ 2016.
OTHER CORPORATE INFORMATION:
The Company has changed its Registered Office within the same city limit of Chennaiduring April 2016& again changed during November 2016.
Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethere under the current auditors of the Company M/ s. A K Rajagopalan & Co.Chartered Accountants Chennai hold office up to the conclusion of the ensuing AnnualGeneral Meeting of the Company. However their appointment as Statutory Auditors oftheCompany is subject to ratification by the members at every Annual General Meeting. TheCompany has received a certificate from the said Auditors that they are eligible to holdoffice as the Auditors of the Company and are not disqualified for being so appointed.Necessary resolution for ratification of appointment of the said Auditor is included inthis Notice.
The observations and comments furnished by the Auditors in their report read togetherwith the notes to Accounts are self- explanatory and hence do not call for any furthercomments under Section 134 of the Companies Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany hereby confirms that:
i. In the preparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards have been followed along with proper explanationrelating to material departures.
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 and loss of the Company for the year ended 31st March 2017.
iii. The Directors have taken sufficient and proper care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting material fraudand other irregularities.
iv. The Directors have prepared the Annual Accounts on a going concern basis.
v. That a proper systems has been devised to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
vi. That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
vii. Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Company's internal financial controls were adequate and effectiveduring FY 2016-17.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUALDIRECTORS
The Board of Directors of the Company has initiated and put in place evaluation of itsown performance its committees and individual Directors. The result of the evaluation issatisfactory and adequate and meets the requirement of the Company. Information on themanner in which the annual evaluation has been made by the Board of its own performanceand that of its Committee and individual Directors is given in the Corporate GovernanceReport.
DETAILS OF COMMITTEE OF DIRECTORS
Composition of Audit Committee of Directors Nomination and Remuneration Committee ofDirectors and Stakeholders Relationship/Grievance Committee of Directors number ofmeetings held of each Committee during the financial year 2016-17 and meetings attended byeach member of the Committee as required under the Companies Act 2013 are provided inCorporate Governance Report and forming part of the report. The recommendation by theAudit Committee as and when made to Board has been accepted by it.
The Management evaluated various risks and that there is no element of risk identifiedthat may threaten the existence of the Company.
WHISTLE BLOWER MECHANISM
The Company has put in place Whistle Blower Mechanism. The detailed mechanism is givenin Corporate Governance Report forming part of this report.
Pursuant to the SEBI (LODR) Regulations 2015 a separate section on CorporateGovernance forms part of the Annual Report. All Board members and Senior Managementpersonnel have affirmed compliance with the Code of Conduct for the year 2016-17. Adeclaration to this effect signed by the Managing Director of the Company is contained inthis Annual Report. The Managing Director have certified to the Board with regard to thefinancial statements and other matters as required under Regulation 17(8) of the SEBI(LODR) Regulations 2015. Certificate from the Statutory Auditors of the Companyregarding compliance of conditions of Corporate Governance is annexed to this Report.
MANAGING DIRECTOR'S CERTIFICATE
A Certificate from the Managing Director in respect of the Financial Statements formspart of the Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to the conservation of energy technology absorption foreignexchange earnings and outgo under provisions of 134(3) (m) of the Companies Act 2013 isnot applicable to the Company considering the nature of its business activities. Furtherthe Company has not earned nor spends foreign exchange during the year under review.
SECRETARIAL AUDIT REPORT
A Secretarial Audit Report for the year ended 31st March 2017 in prescribed form dulyaudited by the Practicing Company Secretary is annexed herewith and forming part of thereport.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith and forming part of the report.
CORPORATE SOCIAL RESPONSIBILITY
The Section 135 of the Companies Act 2013 regarding Corporate Social ResponsibilityCommittee is not applicable to the Company as the Net Profit of the Company is below thethreshold limit prescribed by the Companies Act 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals which may impact the going concern status of theCompany and its operations in future.
PRESENTATION OF FINANCIAL STATEMENTS
The financial statements of the Company for the year ended 31st March 2017 have beendisclosed as per Schedule III to the Companies Act 2013.
A copy of audited financial statements of the said Companies will be made available tothe members of the Company seeking such information at any point of time. A cash flowstatement for the year 20162017 is attached to the Balance Sheet. Pursuant to thelegislation 'Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace Act 2013' introduced by the Government of India the Company has a policy onPrevention of Sexual Harassment at workplace. There was no case reported during the yearunder review under the said policy.
Details as required under the provisions of section 197 (12) of the Companies Act 2013read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are placed on the Company's website i.e. www.sanguinemedialtd.com as anAnnexure to the Director Report. Details as required under the provisions of section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are placed on the Company's websitei.e. www.sanguinemedialtd.com. A physical copy of the same will be made available to anyshareholders on request. A cash flow statement for the year 2016-17 is attached with theBalance-Sheet.
Yours Directors take this opportunity to thank the Financial Institutions BanksBusiness Associates Central and State Government authorities Regulatory authoritiesStock Exchanges and all the various stakeholders for their continued co-operation andsupport to the Company and look forward to their continued support in future.
We very warmly thank all of our employees for their contribution to your Company'sperformance. We applaud them for their superior levels of competence dedication andcommitment to your Company.
|By Order of the Board || |
|For Sanguine Media Limited || |
|SD/- ||SD/- |
|Sanjay SunderlalMeena ||Akshay Vijay Nawale |
|Managing Director ||Director |
|DIN:- 07567732 ||DIN:- 02782239 |
|Place: Chennai || |
|Date: 31st August 2017 || |