Sanguine Media Ltd.
|BSE: 531898||Sector: Others|
|NSE: N.A.||ISIN Code: INE617F01038|
|BSE 00:00 | 06 Jan||Sanguine Media Ltd|
|NSE 05:30 | 01 Jan||Sanguine Media Ltd|
|BSE: 531898||Sector: Others|
|NSE: N.A.||ISIN Code: INE617F01038|
|BSE 00:00 | 06 Jan||Sanguine Media Ltd|
|NSE 05:30 | 01 Jan||Sanguine Media Ltd|
Your Directors are pleased to present their Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March 2019.
The financial performance of your Company for the year ended March 31 2019 is summarized below:
BUSINESS PERFORMANCE AND SEGMENT REPORTING
The turnover of the Company has decreased substantially during the year under review but loss was Rs. 2.106 lacs compared to last year profit of Rs. 17.36 Lacs. The company is engaged in the business of trading in advertisement and media related product which is considered the only reportable business.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
To avoid duplication between the Directors Report and the Management Discussion and Analysis Report for the year we present below a composite summary of performance of the various business & functions of the Company.
The trend in slowdown in global growth continued during the year. The demonetization has affected the Company in general & overall in various sectors of the economy. The Company is into trading in advertisement & media related products.
The Company main activities are trading in advertisement & media related items. The Company is exploring various options to improve margins of the Company by having tight control on expenses & exploring various business activities. Every year new products enter the market and there are many web based application for selling of various products & services. They require advertisement & visibility in media to capture the market share. Hence the Company is hopeful to generate more revenue by targeting these new players by offering them better services at a comparative cost. Despite various adverse factors we firmly believe that Indian economic will grow and hence the growth of media & advertisement services sector presents us with exciting opportunities like India's long-term growth story remains intact notwithstanding declining growth in the past year or two. This presents vast opportunities for us to grow our businesses in the medium to long term. Though the turnover during the current year has declined substantially this has tremendous impact on the profitability of the Company.
ADEQUACY OF INTERNAL CONTROL
The Company has robust internal control systems in place which are commensurate with the size and nature of the business. The internal controls are aligned with statutory requirements and designed to safeguard the assets of the Company. The internal control systems are complemented by various Management Information System (MIS) reports covering all areas. Increased attention is given to auto generation of MIS reports as against manual reports to take care of possible human errors or alteration of data. The Management reviews and strengthens the controls periodically.
HUMAN RESOURCE DEVELOPMENT
The Company recognizes the importance of Human Resource as a key asset instrumental in its growth. The Company believes in acquisition retention and betterment of talented team players. With the philosophy of inclusive growth the Company has redefined its performance management system. The new system focuses on progression of individual employees together with organizational goals. Under the new system increased thrust will be 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 that operating and business units comply with regulatory and internal guidelines. The Compliance Department of the Company is continued to play a pivotal role in ensuring implementation of compliance functions in accordance with the directives issued by regulators the Company's Board of Directors and the Company's Compliance Policy. The Audit Committee of the Board reviews the performance of the Compliance Department and the status of compliance with regulatory/internal guidelines on a periodic basis.
New Instructions/Guidelines issued by the regulatory authorities were disseminated across the Company to ensure that the business and functional units operate within the boundaries set by regulators and that compliance risks are suitably monitored and mitigated in course of their activities and processes.
Investors are cautioned that this discussion contains statements that involve risks and uncertainties. Words like anticipate believe estimate intend will expect and other similar expressions are intended to identify Forward Looking Statements. The company assumes no responsibility to amend modify or revise any forward looking statements on the basis of any subsequent developments information or events. Actual results 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 2018-19.
Out of the profits available for appropriation no amount has been transferred to the General Reserve and the balance amount of Rs. 2.10 lacs has been carried forward to profit & 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 purview of 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 with related party transactions as approved by the Board may be accessed on the Company website i.e. www.sanguinemedialtd.com. All related party transactions which were entered into during the year were on arm's length basis and were in the ordinary course of business and did not attract provisions of section 188 of the Companies Act 2013 and were also not material related party transactions under Regulation 23 of the SEBI (LODR) Regulations 2015. There is no material transactions entered into with related parties during the period under review which may have had any potential conflict with the interests of the Company. Pursuant to Regulation 26(5) of the SEBI (LODR) Regulations 2015 senior key managerial personnel made periodical disclosures to the Board relating to all material financial and commercial transactions where they had or were deemed to have had personal interest 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 Party which requires disclosure under Section 134 (3) (h) of the Companies Act 2013and Rule 8(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 the Company to any entity under Section 186 of the Companies Act 2013. Particulars of Investment made/loan given under section 186 of the Companies Act 2013 are provided in the financial statement.
INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review no material or serious observations has been received from the Auditor of the Company for inefficiency or inadequacy 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 position have occurred between the end of the financial year of the Company and the date of this report except as disclosed elsewhere in this report.
DIRECTORS REMUNERATION POLICY
The Board on the recommendation of the Nomination and Remuneration Committee has framed a Remuneration policy providing criteria for determining qualifications positive attributes independence of a Director and a policy on remuneration for Directors key managerial personnel and other employees. The detailed Remuneration policy is placed on the Company's website www.sanguinemedialtd.com.
The audited financial statement of the Company prepared in accordance with relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of India forms part of this Annual Report. The Compliance Officer will make these documents available upon 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 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 4 times and Independent Directors once during the year ended 31st March 2019 in accordance with the provisions of the Companies Act 2013 and rules made there under. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.
DECLARATIONS BY INDEPENDENT DIRECTOR
Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013 the Company has received individual declarations from all the Independent Directors confirming 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 of Directors.
Mr. Sanjay Sunderlal Meena will retire at the forthcoming Annual General Meeting of the Company and being eligible offers himself for reappointment.
In terms of Section 139 of the Companies Act 2013 (the Act) and the Companies (Audit and Auditors) Rules 2014 made thereunder the present Statutory Auditors of the Company M/s. A. K. Rajagopalan & Co. Chartered Accountants Chennai will hold office until the conclusion of the ensuing Annual General Meeting and cannot not seek re-appointment due to completion of their tenure. The Company is required to appoint another Auditor for a period of five years to hold office from the conclusion of this Annual General Meeting till the conclusion of Annual General Meeting which will be held in the year of 2024 and the Board have recommended appointment of M/s. S Ashish & Associates Chartered Accountants Jaipur as Statutory Auditors for the period of 5 years in place M/s A. K. Rajagopalan & Co. Chartered Accountants Chennai the retiring Statutory Auditors.
The change in the Statutory Auditor is proposed in order to remain at the forefront of good governance and in recognition of regulatory changes under the Companies Act 2013.
The change in the Statutory Auditor is proposed in order to remain at the forefront of good governance and in recognition of regulatory changes under the Companies Act 2013. The Copy of the special notice for the appointment of new auditors is not required to be given in this report as provided under sub-section (2) of section 139 of the Companies Act 2013.
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 has appointed Mr. Chirag Jain Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith and forms part of the 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 where financial results shall be discussed and financial results as required under Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Though the Company has not published notice for Financial Result and financial result the company has uploaded the same on Website of the company and also submitted to BSE Limited.
b) The Company had not appointed Company Secretary during the year under review. The Company is in the Process of the same.
c) The Company has filed a few forms with delay fees. However all forms have been duly filed with ROC with due compliance. Steps are taken to avoid additional fees and make timely submission of forms.
d) The Company has not done Director KYC (DIR-3 KYC) during the year under review. Steps are taken to file KYC forms.
The Directors State that applicable Secretarial Standards i.e. SS-1 and SS-2 relating to `Meetings of the Board of Directors' and General Meetings' respectively have been duly followed by the Company.
The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments 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 the Company hereby confirms that:
i. In the preparation of the annual accounts for the financial year ended 31st March 2019 the applicable accounting standards have been followed along with proper explanation relating to material departures.
ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year ended 31st March 2019.
iii. The Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting material fraud and 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 of all 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 the Company and that such internal financial controls are adequate and were operating effectively.
vii. Based on the framework of internal financial controls and compliance systems established and maintained by the Company work performed by the internal statutory and secretarial auditors and external consultants including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees including the audit committee the board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2018-19.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Board of Directors of the Company has initiated and put in place evaluation of its own performance its committees and individual Directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company. Information on the manner in which the annual evaluation has been made by the Board of its own performance and that of its Committee and individual Directors is given in the Corporate Governance Report.
DETAILS OF COMMITTEE OF DIRECTORS
Composition of Audit Committee of Directors Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors number of meetings held of each Committee during the financial year 2018-19 and meetings attended by each member of the Committee as required under the Companies Act 2013 are provided in Corporate Governance Report and forming part of the report. The recommendation by the Audit 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 identified that may threaten the existence of the Company.
WHISTLE BLOWER MECHANISM
The Company has put in place Whistle Blower Mechanism. The detailed mechanism is given in Corporate Governance Report forming part of this report.
Pursuant to the SEBI (LODR) Regulations 2015 a separate section on Corporate Governance forms part of the Annual Report. All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2018-19. A declaration to this effect signed by the Managing Director of the Company is contained in this Annual Report. The Managing Director have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the SEBI (LODR) Regulations 2015. Certificate from the Statutory Auditors of the Company regarding 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 forms part 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 foreign exchange earnings and outgo under provisions of 134(3) (m) of the Companies Act 2013 is not applicable to the Company considering the nature of its business activities. Further the 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 2019 in prescribed form duly audited by the Practicing Company Secretary is annexed herewith and forming part of the report.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014 the extract of annual return is annexed herewith and forming part of the report.
CORPORATE SOCIAL RESPONSIBILITY
The Section 135 of the Companies Act 2013 regarding Corporate Social Responsibility Committee is not applicable to the Company as the Net Profit of the Company is below the threshold 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 by the regulators or courts or tribunals which may impact the going concern status of the Company and its operations in future.
PRESENTATION OF FINANCIAL STATEMENTS
The financial statements of the Company for the year ended 31st March 2019 have 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 to the members of the Company seeking such information at any point of time. A cash flow statement for the year 2018-2019 is attached to the Balance Sheet. Pursuant to the legislation `Prevention Prohibition and Redressal of Sexual Harassment of Women at Workplace Act 2013' introduced by the Government of India the Company has a policy on Prevention of Sexual Harassment at workplace. There was no case reported during the year under review under the said policy. Details as required under the provisions of section 197 (12) of the Companies Act 2013 read 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 an Annexure 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 and Remuneration of Managerial Personnel) Rules 2014 are placed on the Company's website i.e. www.sanguinemedialtd.com. A physical copy of the same will be made available to any shareholders on request. A cash flow statement for the year 2018-19 is attached with the Balance-Sheet.
Yours Directors take this opportunity to thank the Financial Institutions Banks Business Associates Central and State Government authorities Regulatory authorities Stock Exchanges and all the various stakeholders for their continued cooperation and support 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's performance. We applaud them for their superior levels of competence dedication and commitment to your Company.