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Sharpline Broadcast Ltd.

BSE: 543341 Sector: Others
NSE: N.A. ISIN Code: INE647W01014
BSE 05:30 | 01 Jan Sharpline Broadcast Ltd
NSE 05:30 | 01 Jan Sharpline Broadcast Ltd

Sharpline Broadcast Ltd. (SHARPLINEBROADC) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting their 29th Annual Report togetherwith the Audited Statements of accounts for the Financial Year ended on 31stMarch 2019.

Financial summary of the Company

During the year under review the Company has shown notable performance. The extractsof financial results 2018-19 are as under:

Particulars Year ended 31.03.2019 Year ended 31.03.2018
Income for the year (Gross) 52961620 50791160
Expenditure for the year excluding Depreciation and Amortization Expenses 44256670 48384020
Profit/(Loss) before depreciation & interest 8704950 2407140
Less -Depreciation and Amortization Expenses - -
-Interest - -
Profit before Tax 8704950 2407140
Less:- Provision for Taxation
- Current Tax/ Mat (2250000) (740000)
- Deferred Tax Adjustment-Cr/Dr) - -
- Tax Adjustments for Earlier Year - -
Profit after Tax 6454950 1667140

Operational

During the year the company has carried out its business operations. However Companyhas achieved a stable profit during the year. Your Directors are putting their bestefforts to improve the performance of the Company. The company anticipates moredevelopment in the Finance Industry in years to come.

The income from operations during the year is Rs. 52961620 as against Rs.50791160 in the previous year. The Company made a profit before tax of Rs. 8704950 asagainst the profit of Rs. 2407140 in the previous year.

Dividend

Your Directors intend to plough back available resources for the financial requirementsand express their inability to recommend any dividend for the financial year.

The Board in its meeting held on 27th May 2019 declared dividend of Rs. 0.02 per share

Transfer to Reserves

The net movements in the major reserves of the Company are as follows:

(In Rs.)
Particulars FY 2018-19 FY 2017-18
Opening Balance (16388680) (18055820)
Add: Profit and loss for the year 8344200 1667140
Less: Appropriations 278130 -
Total (Balance Transferred to Balance Sheet) (8322610) (16388680)

Change in the nature of business

During the Financial Year under review no changes have occurred in the nature of theCompany's business.

Significant & Material Orders Passed by the Regulators or Courts or TribunalsImpacting the Going Concern Status of the Company

No significant and material orders were passed by any Regulator(s) or Court(s) orTribunal(s) which would impact the going concern status of the company.

Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report

There has been no material changes and commitments affecting the financial position ofthe Company to which the financial statement relates.

Details in respect of adequacy of internal financial controls with reference to theFinancial Statement

There is an adequate internal financial control with reference to the FinancialStatements. Company has well trained staff who look after accuracy of internal financialControl.

Details of Subsidiary/Joint Venture/ Associate Companies

During the year under review the Company has no Subsidiary/Joint Venture/ AssociateCompany. Form No. AOC-1 is attached to this report as Annexure-‘A'.

Performance and financial position of each of the subsidiaries associates and jointventure companies included in the consolidated financial statement

The Company has no subsidiaries associates and joint venture companies so this pointis not applicable on the Company.

Details in Respect of Frauds Reported by Auditors under Sub-Section (12) Of Section 143other than those which are Reportable to The Central Government

Auditors have not reported any frauds during the year under review.

Particulars of Loans Guarantees or Investments under Section 186 of the Companies Act2013

The Company has not given any Loan or Guarantee or made Investment under Section 186 ofthe Companies Act 2013.

Public Deposits

During the year under review your Company has neither accepted nor renewed anydeposits.

Particulars of Contracts or Arrangements with Related Parties

All material related party transactions that were entered into during the financialyear were on an arm's length basis and were in the ordinary course of business. There areno materially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large. Form No. AOC-2 marked Annexure‘A' is annexed to this report containing disclosure of related party transactionsunder Section 188 of the Companies Act 2013.

Auditors

(i) Statutory Auditors

M/s Mittal Nirbhay & Company Chartered Accountant Delhi have indicated theirunwillingness to continue as Auditors of the Company M/s. Gambhir & Luthra CharteredAccountants the Statutory Auditors of the Company hold the office till the conclusion ofthe ensuing Annual General Meeting. It is proposed to re- appoint M/s.Gambhir &Luthra Chartered Accountants as Statutory Auditors of the Company in the ensuing AnnualGeneral Meeting to hold the office from the conclusion of this Annual General Meetinguntil the conclusion of 33 th Annual General Meeting and on such remuneration as may bedecided by the Board of Directors with mutual consent of the appointee Auditors.

The Company has received letter from them to the effect that their appointment ifmade would be within the prescribed limits under Section 139(2) of the Companies Act2013 and that they are not disqualified for such appointment within the meaning of Section139 (1) of the said Act.

(ii) Secretarial Auditors

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 M/s. V Kumar and Associates (CP No.:10438 FCS: 8976) Company Secretaries toundertake the secretarial audit of the Company.

Auditors' Report

All Observations made in the Independent Auditors' Report and Notes forming part of theFinancial Statements are self explanatory and no qualifications reservations or adverseremarks have been made by the Statutory Auditors in the said Report.

Secretarial Audit Report

A copy of Secretarial Audit Report as provided by Company Secretary in Practice hasbeen annexed to this Report as Annexure- E. The Secretarial Audit Report does not containany reservation qualification or adverse remark.

• Since Company is required to appoint Internal Auditor pursuant to section 138of the Companies Act 2013 read with rule 13 of the Companies (Accounts) Rules 2014. Butthe Company did not appoint any Internal Auditor.

Shifting of Registered Office

During the year under review the Company has shifted its registered office from 0/77G/F Chittaranjan Park South Delhi Delhi 110019 to 37th Second Floor Rani Jhansi RoadMotia Khan Paharganj Delhi 110055 .

Share Capital

A. Increase in Authorised Share Capital and Preferential Allotment of Shares

During the year under review the Authorised Share Capital of the Company has increasedfrom Rs 105000000 to Rs 115000000 on 19.03.2019 .In view of expanding businessoperations in order to augment the capital base and to meet capital requirements theCompany has also raised capital by way of a Preferential Allotment of 1500000 EquityShares of Rs.10 each on 28.03.2019.

B. Issue of equity shares with differential rights

Company has not issued any equity shares with differential rights so no disclosure isrequired as per rule 4 (4) of the Companies (Share Capital and Debentures) Rules 2014.

C. Issue of sweat equity shares

Company has not issued sweat equity shares so no disclosure is required as per rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014

D. Issue of employee stock options

Company has not issued employee stock options so no disclosure is required as per rule12(9) of the Companies (Share Capital and Debentures) Rules 2014

E. Provision of money by Company for purchase of its own share by employees or bytrustee for the benefit of employees

Company has not made any provision for purchase of its own share by employees or bytrustee for the benefit of employees so no disclosure is required as per rule 16(4) of theCompanies (Share Capital and Debentures) Rules 2014

Extract of the Annual Return

The extract of the Annual Return in Form No.MGT - 9 has been enclosed with the reportherewith as per Section 92 of the Companies Act 2013 is annexed as ‘Annexure-B'.

Conservation of energy technology absorption and foreign exchange earnings and outgo

The details of conservation of energy technology absorption foreign exchange andoutgo are as follows:

A. Conservation of energy

Company is not engaged in any manufacturing or processing activity as such particularsrequired to be given in terms of Section 134(3)(m) of the Companies Act 2013 read withCompanies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988regarding conservation of energy are not applicable.

B. Technology absorption

Company is not engaged in any manufacturing or processing activity as such particularsrequired to be given in terms of Section 134(3)(m) of the Companies Act 2013 read withCompanies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988regarding Technology absorption are not applicable.

C. Foreign exchange earnings and outgo

There has been no expenditure and/or earning in foreign exchange.

Employees

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the name and other particulars of the employees whose remunerationfalls within the purview of the said rule are required to be set out in the Annexure tothe Directors Report. However during the year under review or any part thereof thecompany did not employ any person with remuneration falling within the purview asprescribed under the rule.

Corporate Social Responsibility

Even though the provisions of Companies Act 2013 regarding Corporate SocialResponsibility are not attracted to the Company yet the Company has been over the yearspursuing as part of its corporate philosophy an unwritten CSR policy voluntarily whichgoes much beyond mere philanthropic gestures and integrates interest welfare andaspirations of the community with those of the Company itself in an environment ofpartnership for inclusive development.

Performance Evaluation

Pursuant to the provisions of the Companies Act 2013 and as per SEBI (LODR)Regulations 2015 a separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board who were evaluated on parameterssuch as level of engagement and contribution and independence of judgment therebysafeguarding the interest of the Company. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors. The Boardalso carried out annual performance evaluation of the working of its Audit Nomination andRemuneration as well as stakeholder relationship committee. The Directors expressed theirsatisfaction with the evaluation process.

Number of Meetings of the Board of Directors

The Board of Directors consists of Five Directors including Three Independent Directorsduring the period under report.

During the 12 months period ended March 2019 14 (Fourteen) Board Meetings were heldon 18.04.2018 16.05.2018 14.06.2018 02.07.2018 09.07.2018 13.08.2018 19.10.201813.11.2018 15.0.1.2019 03.01.2019 13.02.2019 22.02.2019 18.03.2019 28.03.2019.

The intervening gaps between the Meetings were within the period prescribed under theCompanies Act 2013.

Details of the attendance of the Directors attending the Board Meeting (S) are providedhereunder:

NAME OF THE DIRECTOR CATEGORY NO. OF MEETINGS ATTENDED
Ms. Sangeeta Mukherjee Non-Executive and Independent Director 14
Mr. Sanjeev Kumar Jha Executive Director 14
Mr. Sulabh Dikshit Non-Executive and Independent Director 14
Mr. Paras Shah Non-Executive and Independent Director 14
Mr. Nishant Gupta Executive Director 08

There has been change in composition of Board as mention below:

• Mr. Nishant Gupta has resigned from the post of Director w.e.f 15.01.2019 .

• Mr. Sanjeev Kumar Jhahas been appointed as Whole Time Director w.e.f 18.03.2019.

• Ms. Monica Asri has been appointed as CFO w.e.f 18.03.2019.

Audit Committee

The Company has an Audit Committee comprising Ms. Sangeeta Mukherjee (Non-Executive andIndependent Director) Mr. Sulabh Dikshit (Non-Executive and IndependentDirector) and Mr.Paras Shah (Non-Executive and Independent Director). The terms of reference of the AuditCommittee interalia include overseeing financial reporting process reviewing thefinancial statements and recommending appointment of Auditors. There is no recommendationmade by Audit Committee.

Stakeholder Relationship Committee

The Company has constituted a Stakeholder Relationship Committee of Directors incompliance with provisions of the Companies Act 2013 and Regulation 20 of SEBI (LODR)Regulations 2015 as amended from time to time.

The Committee comprises Ms. Sangeeta Mukherjee (Non-Executive and IndependentDirector) Mr. Mr. Sulabh Dikshit (Non-Executive and Independent Director) and Mr. ParasShah (Non-Executive and Independent Director).

Nomination and Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee of Directors incompliance with provisions of the Companies Act 2013 Regulation 19 of SEBI (LODR)Regulations 2015 as amended from time to time. The Committee's scope of work includesdeciding on remuneration and policy matters related to remunerations of Directors andlaying guidelines for remuneration package or compensation.

The Committee comprises of Ms. Sangeeta Mukherjee (Non-Executive and IndependentDirector) Mr. Mr. Sulabh Dikshit (Non-Executive and Independent Director) and Mr. ParasShah (Non-Executive and Independent Director).

The Committee has formulated a Nomination and Remuneration Policy relating to theappointment and remuneration for the directors key managerial personnel and otheremployees. The nomination and remuneration policy is annexed marked Annexure ‘D'.

Appointment of Company Secretary

The Company has appointed Ms. Shalu Garg an Associate Member of the Institute ofCompany Secretaries of India as Company Secretary of the Company w.e.f. 18.03.2019 andMs. Kanika Arora who was appointed on 02.7.2018 has resigned from the post of CompanySecretary w.e.f 16.03.2019.

Details of Establishment of Vigil Mechanism/ Whistle Blower Policy for Directors andEmployees

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the Company has adopted a vigil mechanism policy.This policy is explained in corporate governance report. This policy is has been uploadedon the website of the Company- www.sharplinebroadcast.in

Management Discussions and Analysis Report

The Management Discussion and Analysis Report forms part of this Annual Report incompliance with Regulation 34 of SEBI (LODR) Regulations 2015 and is annexed marked asAnnexure ‘C'.

Corporate Governance

The Company believes that the essence of Corporate Governance lies in the phrase"Your Company". It is "Your" Company because it belongs toyou-"the Shareholders". The Chairperson and Directors are "Your"fiduciaries and trustees. Their objective is to take the business forward in such a waythat it maximizes "Your" long term value. Your Company is committed to benchmarkitself with global standards in all areas including highest standards of Good CorporateGovernance. Besides adhering to the prescribed Corporate Governance practices as perRegulation 15(2) of SEBI (LODR) Regulations 2015 the Company also endeavors to shareinformation with its stakeholders openly and transparently on matters which have a bearingon its economic and reputational interest.

The Corporate Governance Report of the Company is annexed to this report asAnnexure-‘D'.

Risk Management Policy

Company has implemented proper risk management policy including identification thereinof element of risk.

Code of Conduct

The chairman of the Board Meetings has given a declaration that all Directors andsenior Management Personnel concerned affirmed compliance with the code of conduct withreference to the year ended March 31 2019.

Corporate Social Responsibility

Even though the provisions of Companies Act 2013 regarding Corporate SocialResponsibility are not attracted to the Company yet the Company has been over the yearspursuing as part of its corporate philosophy an unwritten CSR policy voluntarily whichgoes much beyond mere philanthropic gestures and integrates interest welfare andaspirations of the community with those of the company itself in an environmentpartnership for inclusive development.

Conservation of energy technology absorption and foreign exchange earnings and outgo

The details of conservation of energy technology absorption foreign exchange andoutgo are as follows:

A Conservation of energy

Company is not engaged in any manufacturing or processing activity as such particularsrequired to be given in terms of Section 134(3)(m) of the Companies Act 2013 read withCompanies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988regarding conservation of energy are not applicable.

B Technology absorption

Company is not engaged in any manufacturing or processing activity as such particularsrequired to be given in terms of Section 134(3)(m) of the Companies Act 2013 read withCompanies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988regarding Technology absorption are not applicable.

C Foreign exchange earnings and outgo

There has been no expenditure and/or earning in foreign exchange.

Employees

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the name and other particulars of the employees whose remunerationfalls within the purview of the said rule are required to be set out in the Annexure tothe Directors Report. However during the year under review or any part thereof thecompany did not employ any person with remuneration falling within the purview asprescribed under the rule.

Director's Responsibility statement

Pursuant to section 134(3)(m) of the Companies Act 2013 with respect to DirectorsResponsibility statement it is hereby confirmed that :-

i. In the preparation of the Annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any.

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 or 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 Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

iv. The Directors have prepared the annual accounts on a going concern basis.

v. The Directors has laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

vi. The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Acknowledgement

Your Directors wish to place on record and acknowledge their appreciation for thecontinued support and co-operation received from Government agencies and the shareholders.Your Directors also record their appreciation for the total dedication of employees at alllevels.

By Order of theBoard
Sharpline Broadcast Limited
Sd/- Sd/-
Place: New Delhi (Sanjeev Kumar Jha) (Paras Shah)
Date: 09.07.2019 Director Director
DIN:02840583 DIN: 07070206
Add: A-72. IIIrd Floor Add: 4-A-2B Dadabari Ext.
Pandav Nagar Kota Rajasthan 324009
New Delhi 110092

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