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SDC Techmedia Ltd.

BSE: 535647 Sector: Media
NSE: N.A. ISIN Code: INE807O01011
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NSE 05:30 | 01 Jan SDC Techmedia Ltd
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VOLUME 10000
52-Week high 15.65
52-Week low 5.80
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SDC Techmedia Ltd. (SDCTECHMEDIA) - Director Report

Company director report

Dear Members

We are pleased to present the report on our business and operations for the year ended31st March 2021.

1. Results of our Operations:

The Company's financial performance for the year ended 31st March 2021 issummarized below;

(Rs. in Lacs)

Particulars FY 2020-2021 FY 2019-2020
Revenue from Operations 173.12 1021.32
Other Income 12.77 1.55
Total Income 185.89 1022.87
Total Expenses 630.91 892.82
Profit Before Tax & Extraordinary Items (445.02' 130.05
Tax Expense
-Current Tax - 36.18
-Deferred Tax (133.12) 38.72
Liability/(Assets'
Net Profit for the Year (311.91' 55.15

a. Review of operations and affairs of the Company:

During the year under review the Company has incurred a Net Loss of Rs. 311.91/- Lacsas compared to Net Profit of Rs. 55.15/- Lacs in previous year. Your Directors arecontinuously looking for avenues for future growth of the Company in Media andEntertainment Industry.

b. Impact of Covid-19 pandemic on business operations of the Company:

Due to Covid-19 Pandemic the entire world went in to a state of shock fear anduncertainty. There was a nationwide complete lockdown from 22nd March 2020 to20th April 2020 and thereafter the said nationwide lockdown extended threetimes cumulatively from 21st April 2020 to 31st May 2020 with certainrelaxations.

Further the State of Tamil Nadu had imposed a complete lockdown in the city of Chennaifrom 19th June 2020 to 05th July 2020. Further during the year2020-2021 lockdown was imposed from 10th May 2021 to 21st June2021 and the private office had been allowed to function with 50% capacity only from June21 2021 and with 100 % capacity only from June 28 2021.

The company is in the segment of leasing and renting of 4k Projectors to the TheatersCinema Halls & Multiplexes. The complete revenue model of the company is based on thefunctioning of Theaters Cinema Halls & Multiplexes in the State of Tamil Nadu and fewother cities of Southern States of India.

It is also brought to the notice of the stakeholders that the Theaters Cinema Halls& Multiplexes Industry is one of the worst hit Industries due to the ongoing Covid-19Pandemic. The Theaters Cinema Halls & Multiplexes Industry in the State of Tamil Naduwere under lockdown from 25th March 2020 to 10th November 2020.Thereafter the Theaters Cinema Halls & Multiplexes Industry was allowed to reopenwith 50% seating

capacity from 11th November 2020. Subsequently the said Industry was againput under lockdown from 26th April 2021 which continued till 26thAugust 2021. Subsequently the said Industry was allowed to function with 50% seatingcapacity till 31st October 2021 and thereafter with 100% seating capacity. TheFY 2021-22 has brought with it a new ray of hope and the next financial year shall bring arenewed sense of business operations to the Industry in which Company operates.

c. Dividend:

Your Directors do not recommend any dividend for the year under review and has decidedto retain the surplus with the company for furthering the growth of the Company.

d. Transfer to Reserves:

The Company has not proposed to transfer any amount to any reserve.

e. Deposits:

During the year under review your company has not accepted any deposits from thepublic within the meaning of section 76 of the Companies Act 2013 and the rules thereunder. There are no public deposits which are pending for repayment.

f. Particulars of loans guarantees or investments:

The Company has neither given any guarantees nor provided any security during theFinancial Year under review. Further the details of all the Loans provided and Investmentsmade by the Company are detailed in the Financial Statements of the Company.

g. Particulars of contracts or arrangements made with related parties:

The Company has entered into related party transaction and the particulars of contractsor arrangements with related parties referred to in section 188(1) of the Companies Act2013 as prescribed in Form AOC-2 is appended as Annexure I.

The Policy on Related Party Transaction can be viewed on our websitehttps://sdctech.in/InvestorRelation.php?act=Policy

h. Variation in market Capitalization:

Particulars As at 31st March 2021 As at 31st March 2020 Increase / Decrease in %
Market Value per share 7.3 7.3 -
No. of Shares 6492500 6492500 -
Market Capitalization 47395250 47395250 -
EPS (4.80) 0.85 (664.71)
Price earnings ratio (1.52) 8.59 (117.71)
Percentage increase/decrease in the Market Price of the Shares in comparison with the last IPO (47.85)

i. Management's Discussion and Analysis:

Management's Discussion and Analysis Report for the year under review as stipulatedunder Schedule V (B) of Regulation 34(2)(e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is appended as Annexure II to this report.

j. Director's Responsibility Statement:

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act 2013 the Boardof Directors to the best of their knowledge and ability confirm that:

(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no 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 that period;

(iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013(erstwhile Companies Act 1956) for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

(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 such internal financial controls are adequate and operating effectively;

(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.

k. Recommendations of the Audit Committee:

During the year under review all the recommendations made by the Audit Committee wereaccepted by the Board.

2. Human Resource Management:

To ensure good human resources management at SDC Techmedia Limited we focus on allaspects of the employee life cycle. This provides a holistic experience for the employeeas well. During their tenure at the Company employees are motivated through variousskill- development engagement and volunteering programs. All the while we createeffective dialogs through our communication channels to ensure that the feedback reachesthe relevant teams including the leadership.

a. Particulars of employees:

The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas Annexure III to this report.

There are no employees who were in receipt of remuneration in excess of the ceilingprescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

The Disclosure with respect to Details of the Top 10 employees as on 31stMarch 2021 in pursuance to Rule 5(2) & Rule 5 (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is appended as Annexure IV tothis report.

The Company currently does not provide any Employee Stock Option Scheme/Employee StockPurchase Scheme to its employees.

b. Key Managerial Personnel:

i. Managing Director or Chief Executive Officer or Manager and in their absence aWhole-Time Director:

•Mr. Fayaz Usman Faheed (DIN: 00252610) - Managing Director of the Company

ii. Company Secretary cum Compliance Officer:

•Ms. Kanchan Jhawar (Membership No. ACS33633).

iii. Chief Financial Officer:

•Mrs. Hemalatha K

3. Corporate Governance:

Corporate governance is an ethically driven business process that is committed tovalues aimed at enhancing an organization's brand and reputation. This is ensured bytaking ethical business decisions and conducting business with a firm commitment tovalues while meeting stakeholders' expectations. At SDC Techmedia Limited it isimperative that our company affairs are managed in a fair and transparent manner. This isvital to gain and retain the trust of our stakeholders. The Company is committed tomaintain the highest standards of corporate governance and adhere to the corporategovernance requirements set out by SEBI. The Company has also implemented several bestcorporate governance practices as prevalent globally.

In-pursuance of Regulation 15(2) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the compliance of Regulation 17 to 27 and Clauses (b) to(i) of Regulation 46(2) & para C D E of Schedule V of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 is not applicable for a company havingpaid up of 10 Crore or Net-worth of 25 Crore in the immediate preceding Financial Year& for a listed entity which has listed its specified securities on the SME Exchange. Asthe securities of your Company are listed at BSE-SME Platform the Corporate GovernanceReport as per Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is not applicable to your Company.

a. Compliance Department:

Ms. Kanchan Jhawar is the Company Secretary cum Compliance Officer of the Company. Thecompliance department of the company is responsible for independently ensuring that theoperating and business units comply with regulatory and internal guidelines. Newinstructions/guidelines issued by the regulatory authorities were disseminated across thecompany to ensure that the business and business units operate within the boundaries setby the regulators and that compliance risks are suitably monitored and mitigated in courseof their activities & processes.

b. Information on the Board of Directors of the Company:

The following changes took place in the Composition of Board of Directors of theCompany till the date of this report;

(i) The Shareholders at the Annual General Meeting of the Company held on 28th December2020 approved the following:

a. Reappointment Mrs. Samia Faheed who retired by rotation.

(ii) The Board of Directors at the Board Meeting held on 05th April 2021:

a. Reappointed Mr. Vasudevan Sridharan (DIN 07487245) as the Independent Director ofthe Company subject to the approval of the shareholders of the Company.

(iii) In compliance with the Companies Act 2013 the following directors are proposedto be appointed as Director/Independent Directors/Executive Director of the Company by theapproval of the Share Holders of the Company;

a. Reappointment Mrs. Samia Faheed who retires by rotation has offered herself forreappointment.

b. Ratification of the appointment of Mr. Vasudevan Sridharan (DIN 07487245) as theIndependent Director of the Company

c. Board Diversity:

The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage. TheBoard has adopted the Board Diversity Policy which sets out the approach to diversity ofthe Board of Directors. The Board Diversity Policy can be viewed on our website:https://sdctech.in/InvestorRelation.php?act=Policy

d. Details with regard to meeting of Board of Directors of the Company:

(i) Composition of the Board of Directors as on the date of this Report is mentionedbelow;

Name of the Director Designation Category
Mr. Fayaz Usman Faheed Managing Director Executive Director
Mrs. Samia Faheed Director Non-Executive Director
Mr. Baskaran Sathya Prakash Director Independent Director
Mr. Vasudevan Sridharan Director Independent Director

(ii) Meeting of Board of Directors and Attendance During the Year:

During the FY 2020-2021 7 (Seven) meetings of the Board of Directors of the Companywere held on 31st July 2020 21st August 2020 12thNovember 2020 13th November 2020 07th January 2021 02ndMarch 2021 and 30th March 2021. The Company is in compliance with theprovision of Section 173 of the Companies Act 2013 w.r.t. to the interval between twomeetings.

The attendance of the members at the Board of Directors meetings was as follows:

Name of Director Attendance Particulars No. of Directorships in other Public Company * No. of Chairmanship/ Membership of Board Committees in other Companies#
Board Meetings Last AGM Chairman Member
Mr. Fayaz Usman Faheed 7 Yes - - -
Mrs. Samia Faheed 7 Yes - - -
Mr. Baskaran Sathya Prakash 7 Yes 1 - 1
Mr. Vasudevan Sridharan 7 Yes - - -

Note:

*The Directorships held by the Directors as mentioned above do not include AlternateDirectorships and Directorships held in Foreign Companies and Companies registered underSection 25 of the Companies Act 1956 or Section 8 of the Companies Act 2013.

#In accordance with Regulation 26(b] of SEBI Listing Regulations Memberships /Chairmanships of only the Audit Committees and Stakeholders Relationship Committee in allPublic Limited Companies has only been considered.

e. Policy on directors' appointment and remuneration:

The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. As on 31st March 2021 the Boardconsist of 4 Members 1 of whom is an Executive Director and 1 of whom is a Non-ExecutiveDirector and the other 2 are Independent Directors. The Board periodically evaluates theneed for change in its composition and size.

The Policy of the Company on Director's appointment and remuneration includingcriteria for determining qualifications positive attributes independence of director andother matters provided under Section 178(3) of the Companies Act 2013 adopted by theBoard can be viewed on our website https://sdctech.in/InvestorRelation.php?act=Policy. Weaffirm that the remuneration paid to the director is as per the terms laid out in the saidpolicy.

f. Declaration by Independent Directors:

The Company has received necessary declarations from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Sub Regulation 1 b ofRegulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

g. Training of Independent Directors:

Every new Independent Director at the time of appointment is issued a detailedAppointment Letter incorporating the role duties and responsibilities remuneration andperformance evaluation process Code of Conduct and obligations on disclosures. Furtherevery new Independent Director is provided with copy of latest Annual Report the Code ofConduct the Code of Conduct for Internal Procedures and to Regulate Monitor and ReportTrading by Insiders ("Code of Conduct - PIT") and the Code of Practices &Procedures for Fair Disclosure of Unpublished Price Sensitive Information (the "FairPractice Code") Tentative Schedule of upcoming Board and Committee meetings.

The Company through its Executive Directors / Key Managerial Personnel conduct programs/ presentations periodically to familiarize the Independent Directors with the strategyoperations and functions of the Company.

Thus such programs / presentations provide an opportunity to the Independent Directorsto interact with the senior leadership team of the Company and help them to understand theCompany's strategy business model operations service and product offerings marketsorganization structure finance human resources technology quality facilities and riskmanagement and such other areas as may arise from time to time. The Policy on theFamiliarization Programme for Independent Directors can be viewed on our website:https://sdctech.in/InvestorRelation.php?act=Policy

h. Board's Committees:

Currently the Board has two committees: The Audit Committee and The Nomination &Remuneration Committee. All committees are appropriately constituted.

A detailed note on the Board and its committees including the details on the dates ofCommittee Meetings is as follows:

(i) Composition of the Committees of the Board as on the date of this Report ismentioned below;

Name of the Committee Name of the Member Position in the Committee
Mr. Vasudevan Sridharan Chairman
Audit Committee Mr. BaskaranSathya Prakash Member
Mr. Fayaz Usman Faheed Member
Nomination and Mr. Vasudevan Sridharan Chairman
Remuneration Mr. BaskaranSathya Prakash Member
Committee Mrs. SamiaFaheed Member

(ii) MEETING OF AUDIT COMMITTEE AND ATTENDANCE DURING THE YEAR:

During the financial year under review The Audit Committee Meetings were held 5 timesa year viz. 31st July 2020 21st August 2020 12thNovember 2020 07th January 2021 and 30th March 2021 and theattendance of the members at the Audit Committee Meetings was as follows:

Name of the Director Attendance Particulars
Meeting Held during his/her tenure Meeting Attended during his/her tenure
Mr. Vasudevan Sridharan 5 5
Mr. Baskaran Sathya Prakash 5 5
Mr. Fayaz Usman Faheed 5 5

(iii)MEETING OF NOMINATION AND REMUNERATION COMMITTEE AND ATTENDANCE DURING THEYEAR:

During the financial year under review The Nomination and Remuneration CommitteeMeetings was held once during the year viz. 12th November 2020 and theattendance of the members at the Nomination and Remuneration Committee meeting was asfollows:

Name of the Director Attendance Particulars
Meeting Held during his/her tenure Meeting Attended during his/her tenure
Mr. Vasudevan Sridharan 1 1
Mr. Baskaran Sathya Prakash 1 1
Mrs. Samia Faheed 1 1

i. Board Evaluation:

The board of directors has carried out an annual evaluation of its "ownperformance" "Board committees" and "individual directors"pursuant to the section 134(3) of the Companies Act 2013.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole was evaluated the same was discussed inthe board meeting that followed the meeting of the independent Directors at which thereport as submitted by the Independent Directors was taken on record and discussed.

j. Listing:

The equity shares of SDC Techmedia Limited (Scrip Code: 535647) are listed at BSE SMEPlatform. Your Company paid the Listing Fees to the Exchange for FY 2020-2021 as well asfor FY 2021-22 in terms of listing agreement entered with the said Stock Exchange.

k. Insider Trading

In compliance with the SEBI (Prohibition of Insider Trading) Regulations 2015 yourCompany has constituted a comprehensive Code titled as "Code of Conduct for InternalProcedures and to Regulate Monitor and Report Trading by Insiders" which lays downguide lines and advises the Directors and Employees of the Company on procedures to befollowed and disclosures to be made while dealing insecurities of the Company. The saidpolicy can be viewed on our website: https://sdctech.in/InvestorRelation.php?act=Policy

4. Auditors:

a. Statutory Auditor:

The company had appointed M/s. P. Shanmugaraj & Co. Chartered Accountants asStatutory Auditor of the Company at the 10th Annual General Meeting held on 27thSeptember 2018 to hold office from the conclusion of the 10th Annual GeneralMeeting till the conclusion of the 15 th Annual General Meeting.

M/s. P. Shanmugaraj & Co. Chartered Accountants (Firm Reg. No. 010222S) tenderedtheir resignation dated 07th January 2021 stating their unwillingness tocontinue as the Statutory Auditor of the company with immediate effect.

Subsequently in compliance with Section 139 (8) of Companies Act 2013 and on therecommendation of the Audit Committee M/s. Ray & Ray Chartered Accountants (FirmRegistration No. 301072E) were appointed by the Board of Directors of the Company as theStatutory Auditors of the Company to hold office from 07th January 2021 tillthe conclusion of the ensuing 13th Annual General Meeting of the Company to beheld in calendar year 2021. The said appointment was subsequently approved/ratified by theShareholders of the Company vide declaration of Postal Ballot Results on 05thApril 2021.

Now Board of Directors of your Company in compliance with the provisions of section139 140 141 and 142 and other applicable provisions if any of the Companies Act 2013read with Companies (Audit and Auditors) Rules 2014 as may be applicable (including anystatutory modification(s) or re-enactment thereof for the time being in force) andpursuant to the recommendation of the Audit Committee has proposed the appointment of M/s.Ray & Ray Chartered Accountants (Firm Registration No. 301072E) the retiringAuditors as Statutory Auditors of the Company to hold office of Statutory Auditors of theCompany till the conclusion of the 18th Annual General Meeting to be held inthe FY 2026-2027

b. Secretarial Auditors:

The Board of Directors had appointed M/s. Jain Sonesh & Associates(Membership No: F9627; COP: 11865) to carry out Secretarial Audit under the provisions ofSection 204 of the Act for the financial year 2020-2021. The Secretarial Audit Report forthe FY 2020-2021 is appended as Annexure V to this report

c. Comments of the Board on the qualification/reservation/adverse remarks/disclosuremade:

(i) by the Statutory Auditors in the Audit Report:

a. We draw attention to Note No 12 of the accompanying financial statements forinvestments made in shares of various companies. We were unable to verify the saidinvestments due to non-availability of the share certificates endorsed in the name of theCompany. Hence we are unable to comment on the existence or otherwise of the saidinvestment at the reporting date.

The Board with respect to the above mentioned qualification herewith submits that theCompany is in possession of the share certificates along with duly executed share transferforms. However the same is misplaced in the record room of the company. The company istaking efforts to relocate the same and produce the same to the Auditors.

b. We draw attention to Note Nos. 9 & 15 on advance from customers and tradereceivables for which the confirmations of balance are not provided to us for ourverification.

The Board with respect to the above mentioned Emphasis of Matter herewith submits thatconfirmation of balances pertaining to certain customers and trade receivable is pendingas at 30.03.2021.

Due to pandemic and closure of theatres for a substantial period the company is unableto collect the confirmation of balances from the said entities. However the company isconfident that the dues are recoverable.

c. The Company has maintained records for fixed assets. However particulars likelocation and quantity is not being maintained in the fixed assets register.

The Board with respect to the above mentioned observation herewith submits that theCompany is in the process of updating the Fixed assets records with the necessary detailsw.r.t. location and quantity and the same shall be produced to the auditors in the duecourse of time.

d. In our opinion the Company has not maintained the proper records of inventory.

The Board with respect to the above mentioned observation herewith submits that theCompany is in the process of updating its inventory records and the same shall be producedto the auditors in the due course of time.

e. The Company has not granted any loan during the year to the parties covered in theregister maintained under section 189 of the Act but the loan and advances was granted inearlier years and outstanding as at the end of the current year which is outstanding andoverdue for more than 90 days amounting to Rs.9846500/-

The Board with respect to the above mentioned observation herewith submits that the dueto the ongoing pandemic there has been certain delay in recovering the said dues. TheCompany is in the process of recovering the said dues during the FY 2021-22.

f. The Company is generally regular in depositing undisputed statutory dues except forfew delays observed viz. Goods and Services Tax Provident Fund Employee's StateInsurance Profession tax Tax Deducted at Source and any other material statutory duesapplicable to it to the appropriate authorities. Instances of such delays are as follows.

Employee's Provident Fund Employee State Insurance and Tax on employment are neitherdeducted from the eligible employees nor contributed by the company for the year ended31.03.2021 amounting Rs. 226213 Rs. 37037 and Rs. 69900 respectively.

Name of the Statute

Nature of dues

Amount in Rs.

Period to which it relates

Due Date

Date of Payment

Income Tax Act 1961 (delayed due to lockdown) TDS

827049

2019-20

30/04/2020

24/12/2020

Income Tax Act 1961 TDS

4562

Jul'20

07/08/2020

09/07/2021

Income Tax Act 1961 TDS defaults

460109

Various years

-

-

 

* The above liability does not include applicable interest penalty if any.

The Board with respect to the above mentioned observation herewith submits that as theoperation of the company during the financial year under review was negligible on accountof closure of cinema theatres the company did not have adequate resources to provide /pay for Employee's Provident Fund Employee State Insurance and Tax on employment. Furtherthe w.r.t the delay and defaults in TDS the management is in the process of implementinga better system in place to avoid such issues in the future.

g. According to the information and explanations given to us the Company has takenloan in earlier years from bank and related parties but there are certain delays / defaultin repayment of such loans or borrowings to financial institutions banks during the year.

Particulars

Amount of default as at the balance sheet date

Period of default

Remarks if any

Car loan from Sriram Transport Finance Company Limited

146252

Feb 2021 & Mar 2021

Paid subsequently on 30.06.2021

Car loan from HDFC Bank

318539

Mar 2021

Paid subsequently on 30.04.2021

The Board with respect to the above mentioned observation herewith submits that thesaid delay were on account of Pandemic.

(ii) by the Secretarial Auditors in the Secretarial Audit Report:

a. The Company has appointed a Firm of Auditors who has/have subjected themselves topeer review process and holds a valid certificate issued by Peer Review Board of Instituteof Chartered Accountants of India as stipulated under Regulation 33 (1)(d) SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 only w.e.f. 07.01.2021.

The Board with respect to the above mentioned qualification herewith submits that theobservation of the Auditor is self-explanatory. The Company has complied with Regulation33(1)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015w.e.f. 07.01.2021.

b. The Company as on the date of this report is non-compliant with the Provisions ofRule 19 A (2) of Securities Contracts (Regulation) Rules 1957 w.r.t. maintenance ofminimum public shareholding of 25%.

The Board with respect to the above mentioned qualification herewith submits that theCompany and its Promoters are in the Process of implementing Offer for Sale for arrivingto the minimum public shareholding of 25%.

d. Reporting of Fraud by Auditors:

No Fraud has been reported by the Auditors of the Company under Section 143(12) of theCompanies Act 2013.

e. Secretarial Standards

The Company herewith confirms that during the year under review the company hascomplied with all the applicable Secretarial Standards as issued by the Institute ofCompany Secretaries of India.

f. Internal Financial Control

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

g. Risk Management:

The Company has a robust Risk Management framework to identify evaluate business risksand opportunities. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company's competitive advantage. The business riskframework defines the risk management approach across the enterprise at various levelsincluding documentation and reporting. The framework has different risk models which helpin identifying risks trend exposure and potential impact analysis at a Company level asalso separately for business segments. The Company has identified various risks and alsohas mitigation plans for each risk identified. The Risk Management Policy of the Companycan be viewed on our website:

https://sdctech.in/InvestorRelation.php?act=Policy

h. Vigil Mechanism:

The Company has established a mechanism for Director's and employee's to report theirconcerns relating to fraud malpractice or any other activity or event which is againstthe interest of the Company.

The Whistle Blower Policy is in place. Employees can report to the Management concernedunethical behavior act or suspected fraud or violation of the Company's Code of ConductPolicy. No Employee has been denied access to the Audit Committee. The Whistle BlowerPolicy is available on our website https://sdctech.in/InvestorRelation.php?act=Policy

5. Statement on Material Subsidiary:

The Company currently does not have any Material Subsidiary. The Policy onIdentification of Material Subsidiaries can be viewed on our website:https://sdctech.in/InvestorRelation.php?act=Policy

6. Corporate Social Responsibility:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 is not applicableto the company.

a. Particulars on conservation of energy research and development technologyabsorption and foreign exchange earnings and outgo:

(i) Energy Conservation:

Conservation of energy continues to receive increased emphasis and steps are beingtaken to reduce the consumption of energy at all levels. The Company has taken steps toconserve energy in its office use consequent to which energy consumption had beenminimized. No additional Proposals/ Investments were made to conserve energy. Since theCompany has not carried on industrial activities disclosure regarding impact of measureson cost of production of goods total energy consumption etc is not applicable.

(ii) Foreign Exchange Earnings and Outgo:

Particulars 2021 2020
Earnings - 5793077.00
Expenditure - 982058.00

(iii) Research and Development & Technology Absorption:

The Company has not adopted any technology for its business and hence no reporting isrequired to be furnished under this heading. The Company will adopt necessary technologyas and when required in the furtherance of the business.

7. Others:

a. Extract of Annual Return:

The Annual Return as required under Section 92 of the Companies Act 2013 has beenpublished in the website of the Company which can be accessed through the following linkhttps://www.sdctech.in/InvestorRelation.php?act=Financials

b. Significant and Material Orders:

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

c. Disclosure under the Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementof the Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal) Act2013. All the employees (permanent Contractual temporary Trainees) are covered underthis policy. During the year under review no complaints were received falling under thecategory of Sexual Harassment of Women.

d. Soliciting Shareholder's Information:

This is to inform you that the company is in the process of updation of records of theshareholders in order to reduce the physical documentation as far as possible.

With new BSE Uniform listing agreement it is mandatory for all the investors includingtransferors to complete their KYC information. Hence we have to update your PAN No.Phone no. and e-mail id in our records. We would also like to update your currentsignature records in our system.

Further in view of the SEBI Circular SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20th April2018 and the corresponding amended circular

SEBI/HO/MIRSD/DOS3/CIR/P/2018/115 dated 16th July 2018 have requested allthe listed companies to comply with the procedures mentioned in the Circulars. To achievethis we solicit your co-operation in providing the following details to us;

a. If you are holding the shares in dematerialized form you may update all your recordswith your Depository Participant (DP).

b. If you are holding shares in physical form you may provide the following:

i. Folio No.

ii. Name

iii. Pan No.

iv. E-mail ID

v. Telephone No.

vi. Specimen Signatures (3 in Nos.)

e. Share Transfer System:

With reference to the SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated 08thJune 2018 the shares of the Company can be transferred only in dematerialised form w.e.f.December 05 2018 and thus with a view to facilitate seamless transfer of shares in futureand as advised by the Stock Exchanges the shareholders holding shares in physical formare to be advised to dematerialise their shareholding in the Company.

f. Issue of Equity Share Capital:

During the Financial year under review the Company has not made any further issue ofshares and the share capital remains same as at the end of previous year.

g. Utilization of the Proceeds from IPO:

Issue Open May 172013 - May 21 2013
Issue Type Fixed Price Issue IPO
Issue Size 2000000 Equity Shares of Rs.10 Each
Issue Size Rs.280.00 Lakhs
Face Value Rs.10 per Equity Share
Issue Price Rs.14 per Equity Share
Market Lot 10000 Equity Shares
Listing At BSE SME Platform

IPO Proceeds and Net Proceeds :

Particulars Amount in Lacs
Issue Proceeds 28000000.00
Less : Issue Related Expenses 4687000.00
Net Proceeds 23113000.00

Utilization of the Net Proceeds : Amount in Lacs

Particulars 2020-2021 2019-2020
Office Infrastructure Development - -
Development of contents 14612000.00 14612000.00
Deposits for acquisition of contents 551000.00 551000.00
Brand Building and General Corporate purposes 2400000.00 2400000.00
Investment in Shares 5750000.00 5750000.00
Loans on Interest - -

h. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect to thefollowing items as there were no transactions on these items during the year under review:

(i) Issue of equity shares with differential rights as to dividend voting orotherwise.

(ii) Issue of shares (including sweat equity shares) to employees of the company underany scheme.

(iii) Redemption of Preference Shares and/or Debentures.

8. Acknowledgement:

Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work and support your company'sachievements would not have been possible. Your Directors also wish to thank itscustomers dealers agents suppliers investors and bankers for their continued supportand faith reposed in the company.

BY ORDER OF THE BOARD OF DIRECTORS

FOR SDC TECHMEDIA LIMITED

Sd/- Sd/-
FAYAZ USMAN FAHEED SAMIA FAHEED
DATE: 04.12.2021 (DIN:00252610) (DIN: 02967081)
PLACE: CHENNAI MANAGING DIRECTOR DIRECTOR

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