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 2018.
The financial performance of your Company for the year ended March 31 2018 issummarized below:
|Particulars ||2017-2018 ||2016-2017 |
|Total Income ||1038.65 ||614.93 |
|Total Expenses ||1016.19 ||584.51 |
|Profit/(Loss) ||22.46 ||30.42 |
|Exceptional items ||-- ||-- |
|Profit/(Loss)Before Tax ||22.46 ||30.42 |
|Tax || || |
|(-) Current Tax ||5.1 ||6 |
|Net Profit After Tax ||17.36 ||24.42 |
BUSINESS PERFORMANCE AND SEGMENT REPORTING
The turnover of the Company has increased substantially during the year under reviewbut profit was Rs. 17.36 lacs compared to last year profit of Rs. 24.42 Lacs. The companyis engaged in the business of trading in advertisement and media related product which isconsidered 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 affected 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 this 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.
The Company has not changed the capital structure during 2017-18
Out of the profits available for appropriation no amount has been transferred to theGeneral Reserve and the balance amount of Rs. 17.36 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 is 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 website www.sanguinemedialtd.com.
The audited financial statement of the Company prepared in accordance with relevantAccounting Standards (AS) issued by the Institute of Chartered Accountants of India formspart of this Annual Report. The Compliance Officer will make these documents availableupon receipt of a request from any member of the Company interested in obtaining the same.These documents will also be available for inspection at the Registered Office of yourCompany 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 7 times and Independent Directors once during the yearended 31st March 2018 in accordance with the provisions of the Companies Act2013 and rules made there under. All the Directors actively participated in the meetingsand contributed valuable inputs on the matters brought before the Board of Directors fromtime to 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 there was no change in the Composition of Board ofDirectors.
Mr. Sanjay Sunderlal Meena will retire at the forthcoming Annual General Meeting of theCompany and being eligible offers himself for reappointment.
The Auditors M/s A K Rajagopalan & Co. Chartered Accountants Chennai retire atthe ensuing Annual General Meeting and being eligible; offer themselves for reappointmentfor a period of one year from the conclusion of this Annual General Meeting [AGM] till theconclusion of Annual General Meeting of the company to be held in the year 2019 (subjectto ratification of their reappointment at every Annual General Meeting).
The Company has received a certificate from the said Auditors that they are eligible tohold office as the Auditors of the Company and are not disqualified for being soappointed. Necessary resolution for ratification of appointment of the said Auditor isincluded in this Notice.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Chirag Jain Practicing Company Secretary to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed herewith and forms part ofthe Annual Report.
Reply to the qualification Remarks in Secretarial Audit Report:
a) The Company has not published notice of meeting of the board of directors wherefinancial results shall be discussed and financial results as required under Regulation47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Though the Company has not published notice for Financial Result and financial resultthe company has uploaded the same on Website of the company and also submitted to BSELimited.
b) The Company had not appointed Company Secretary during the year under review. TheCompany is in the Process of the same.
c) The Company has filed a few forms with delay fees. However all forms have been dulyfiled with ROC with due compliance. Steps are taken to avoid additional fees and maketimely submission of forms.
The Directors State that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto Meetings of the Board of Directors' and General Meetings' respectively havebeen duly followed by the Company.
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 31stMarch 2018 the applicable accounting standards have been followed along with properexplanation relating 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 2018.
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 system 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 2017-18.
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 2017-18 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 2017-18. 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 2018 in prescribedform duly audited by the Practicing Company Secretary is annexed herewith and forming partof the report.
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 2018have been disclosed 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 2017-2018 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 2017-18 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 cooperation 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: 13th August 2018 || |