SDC Techmedia Ltd.
|BSE: 535647||Sector: Media|
|NSE: N.A.||ISIN Code: INE807O01011|
|BSE 00:00 | 10 Dec||SDC Techmedia Ltd|
|NSE 05:30 | 01 Jan||SDC Techmedia Ltd|
|BSE: 535647||Sector: Media|
|NSE: N.A.||ISIN Code: INE807O01011|
|BSE 00:00 | 10 Dec||SDC Techmedia Ltd|
|NSE 05:30 | 01 Jan||SDC Techmedia Ltd|
We are pleased to present the report on our business and operations for the year ended31st March 2019.
1. Results of our Operations:
The Company's financial performance for the year ended 31st March 2019 issummarized below;
(Rs. in Lacs)
a. Review of operations and affairs of the Company:
During the year under review the Company has earned a profit before InterestDepreciation & Tax of Rs. 407.38 lacs as compared to previous year's Loss of Rs.231.55 lacs. The net Profit for the year under review has been Rs. 137.94 lacs as comparedto the previous year net loss Rs. 173.62 lacs. Your Directors are continuously looking foravenues for future growth of the Company in Media and Entertainment Industry.
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.
c. Transfer to Reserves:
The Company has not proposed to transfer any amount to any reserve.
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.
e. Particulars of loans guarantees or investments:
The Company has neither given any guarantees nor provided any security during theFinancial Year under review.
f. 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 websitehttp://www.ostml.com/TnvestorRelation.php?act=Policy
g. Variation in market Capitalization:
h. 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.
i. 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.
j. Recommendations of the Audit Committee:
During the year under review all the recommendations made by the Audit Committee wereaccepted by the Board.
2. Details of Takeover of the Company:
Mr. Jose Charles Martin gave a Public Announcement on 20th February 2018 proposing toacquire 2597000 shares i.e. 40% of the total voting capital of the Company. Mr. JoseCharles Martin got the requisite approval from SEBI for the Open Offer with theprecondition that upon successful completion of the Open Offer Mr. Jose Charles shall beinducted as the Co-Promoter of the Company. Upon SEBI's Approval the final Open OfferLetter dated 04th April 2018 was issued to the shareholders of the Company.
The Open Offer was open for the following period:
On 18th May 2018 a post open offer report was issued by the Merchant banker indicatingall that formalities with respect to the takeover are duly completed.
In the light of the above the Company has inducted Mr. Jose Charles Martin as theCo-Promoter along with Mr. Fayaz Usman Faheed w.e.f. the date of completion of the OpenOffer Formalities.
3. Human Resource Management:
To ensure good human resources management at Onesource Techmedia Limited we focus onall aspects of the employee life cycle. This provides a holistic experience for theemployee as well. During their tenure at the Company employees are motivated throughvarious skill-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 ofManagerialPersonnel) Rules 2014.
The Disclosure with respect to Details of the Top 10 employees as on 31st March 2019in pursuance to Rule 5(2)& Rule 5 (3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is appended as Annexure IV to this 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) is the Managing Director of theCompany
ii. Company Secretary:
Ms. Kanchan Jhawar (Membership No. ACS33633) is the Company Secretary cumCompliance Officer of the Company with effect from 01st October 2018.
iii. Chief Financial Officer:
Mrs. Hemalatha K is the Chief Financial Officer of the Company.
4. 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 Onesource 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:
The following changes took place in the Composition of Board of Directors of theCompany till the date of this report;
Mr. Fayaz Usman Faheed (DIN: 00252610) was acting as the Compliance Officerw.e.f 21st February 2018 till 30th September 2018.
Ms. Kanchan Jhawar was appointed as Company Secretary cum Compliance Officerw.e.f 01st October 2018 at the Board Meeting held on 29thSeptember 2018 who is continuing to occupy the said position.
The compliance department of the company is responsible for independently ensuring thatthe operating 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 27thSeptember 2018 approved the following:
a. Appointment of Mr. Fayaz Usman Faheed as Managing Director from 21stFebruary 2018 to 30th September 2018.
b. Appointment of Mr. Fayaz Usman Faheed as Managing Director from 01stOctober 2018 to 30th September 2023.
c. Ratification of the Appointment of Mrs. Samia Faheed as Non-Executive Director.
(ii) In compliance with the Companies Act 2013 the following directors are proposed tobe 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 reappointment of Mr. Baskaran Sathyaprakash as Independent Directorof the company for the second term of 5 years from 01st April 2019 to 31stMarch 2024.
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:
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;
(ii) Meeting Of Board Of Directors And Attendance During The Year:
During the FY 2018-2019 8 (Eight) meetings of the Board of Directors of the Companywere held on 27th April 2018 30th May 2018 13th July2018 20th August 2018 17th September 2018 29th September2018 14th November 2018 and 04th March 2019. The gap between twomeetings did not exceed 120 days. The attendance of the members at the Board of Directorsmeetings was as follows:
*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 2019 the Boardconsist of 4 Members 1 of whom is an Executive Director and 1 of whom is an Non-ExecutiveDirector and the 2 are Independent Directors. The Board periodically evaluates the needfor 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 http://www.ostml.com/TnvestorRelation.php?act=Policy.We affirm that the remuneration paid to the director is as per the terms laid out in thesaid policy.
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 provides 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:http://www.ostml.com/TnvestorRelation.php?act=Policy
h. Board's Committees:
Currently the Board has two committees: the audit committee and the nomination andremuneration 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;
Kindly note that the board of director of the Company at its meeting held on 27thApril 2019 dissolved Stakeholders Relationship Committee.
(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. 30th May 2018 13th July 2018 20thAugust 2018 14th November 2018 and 04th March 2019 and theattendance of the members at the Audit Committee Meetings was as follows:
(iii) MEETING OF NOMINATION AND REMUNERATION COMMITTEE AND ATTENDANCE DURING THEYEAR:
During the financial year under review The Nomination and Remuneration CommitteeMeetings was held Three times in a year viz. 27th April 2018 20thAugust 2018 and 29th September 2018 and the attendance of the members at theNomination and Remuneration Committee meeting was as follows:
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.
The equity shares of Onesource Techmedia Limited (Scrip Code: 535647) are listed at BSESME Platform. Your Company paid the Listing Fees to the Exchange for the year 2018-19 aswell as 2019-20 in terms of listing agreement entered with the said Stock Exchange.
k. Utilization of the Proceeds from IPO:
l. 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: http://www.ostml.com/InvestorRelation.php?act=Policy
a. Statutory Auditor:
At the Annual General Meeting held on 27th September 2018 P Shanmugaraj& Co. (Firm Registration No. 010222S) Chartered Accountants were appointed asStatutory Auditors of the Company from the conclusion of the 10th AnnualGeneral Meeting till the conclusion of the 15th Annual General Meeting of theCompany to be held in the year 2023.
b. Secretarial Auditors:
The Board of Directors at the meeting held on 13th July 2018 had appointed M/s.Jain Sonesh & Associates (Membership No: F9627; COP: 11865) to carry outSecretarial Audit under the provisions of Section 204 of the Act for the financial year2018-2019.
The Secretarial Audit Report for the FY 2018-2019 is appended as Annexure V tothis report
c. Comments of the Board on the qualification/reservation/adverse remarks/disclosuremade:
(i) by the Statutory Auditors in the Audit Report:
a. The company has maintained records to the fixed assets however the Companyis in the process of comprehensively compiling completing the fixed asset register withthe particulars including quantitative details precise description of assets andsituation of its fixed assets;
The Board with respect to the above mentioned qualification herewith submits that thecompany has taken appropriate steps to maintain the records of fixed assets however inpursuance of the ever changing provisions of law the company is updating its registersand is in the process of comprehensively compiling completing the fixed asset registerwith the particulars including quantitative details precise description of assets andsituation of its fixed assets
b. The Company has a regular program of physical verification of its fixed assetsto cover all the items of fixed assets in a phased manner over a period of two yearswhich in our opinion is reasonable having regard to the size of the Company and thenature of its assets. During the year the company has undertaken physical verificationof fixed assets in accordance with the program. The management is in the process ofreconciling with the books of accounts and the impact if any arising out of suchreconciliations is not presently determinable.
The Board with respect to the above mentioned qualification herewith submits that thecompany has taken appropriate steps to undertake physical verification of fixed assets inaccordance with the company's policy. However as the company is in the process ofcomprehensively compiling the data and the same would be completed shortly.
(ii) by the Secretarial Auditors in the Secretarial Audit Report:
a. The Position of Company Secretary cum Compliance Officer in terms of Section 203 (1)(ii) of the Companies Act 2013 and Regulation 6(1) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 was vacant from 01st April2018 to 30th September 2018 which was subsequently filled from 01stOctober 2018 to the date of this report.
The Board with respect to the above mentioned observation herewith submits that thatthe Company was not able to find a suitable candidate for the post of Company Secretarycum Compliance Officer in terms of Section 203 (1)(ii) of the Companies Act 2013 andRegulation 6(i) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 from the start of the year till 30th September 2018 and hence the positionremained vacant for the said period. However Ms. Kanchan Jhawar was subsequentlyappointed as Company Secretary cum Compliance Officer w.e.f. 01st October 2018and she continues to occupy the said position till the date of this report.
b. The Company has not appointed an Auditor/Firm of Auditors who has/have subjected himself/themselvesto peer review process and holds a valid certificate issued by Peer Review Board ofInstitute of Chartered Accountants of India as stipulated under Regulation 33 (1)(d) SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
The Board with respect to the above mentioned qualification herewith submits that theCompany has not been able to find Statutory Auditors who has/have subjectedhimself/themselves to peer review process and hold/holds a valid certificate issued byPeer Review Board of Institute of Chartered Accountants of India as stipulated underRegulation 33 (1)(d) SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The Company is pursuing its current Statutory Auditors to subject themselves to peerreview process.
d. 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.
e. 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: http://www.ostml.com/InvestorRelation.php?act=Policy
f. Vigil Mechanism:
The Board of Directors of the Company at its meeting held on 28th July 2014has adopted the Whistle Blower Policy. Employees can report to the Management concernedunethical behaviour act or suspected fraud or violation of the Company's Code of ConductPolicy. No Employee has been denied access to the Audit Committee. Further the policy hasbeen placed can be viewed on our website:http://www.ostml.com/InvestorRelation.php?act=Policy
g. Statement on Material Subsidiary:
The Company currently do not have any Material Subsidiary. The Policy on Identificationof Material Subsidiaries can be viewed on our website:http://www.ostml.com/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:
(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.
a. Extract of Annual Return:
In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act 2013 anextract of the annual return in the prescribed format is appended as Annexure VI tothis Report.
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 the category ofSexual Harassment of Women.
d. 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.
e. Reporting of Fraud by Auditors:
No Fraud has been reported by the Auditors of the Company under Section 143(12) of theCompanies Act 2013.
f. 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 20thApril 2018 and the corresponding amended circular SEBI/HO/MIRSD/DOS3/CIR/P/2018/115 dated16th July 2018 have requested all the listed companies to comply with theprocedures mentioned in the Circulars. To achieve this we solicit your co-operation inproviding 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.
iii. Pan No.
iv. E-mail ID
v. Telephone No.
vi. Specimen Signatures (3 in Nos.)
g. 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.
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.
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.