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Silly Monks Entertainment Ltd.

BSE: 535043 Sector: Media
NSE: SILLYMONKS ISIN Code: INE203Y01012
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Silly Monks Entertainment Ltd. (SILLYMONKS) - Director Report

Company director report

To

The Members

M/s. Silly Monks Entertainment Limited.

Your directors have pleasure in presenting their Sixth (6th) AnnualReport on the business and operations of the company together with the auditedfinancial statements along with the report of the Auditors for the financial year ended 31stMarch 2019.

1. FINANCIAL RESULTS: The performance of Silly Monks Group & Silly Monks("The Company") for the current year in comparison to the previous yearare as under:

CONSOLIDATED PERFORMANCE OF SILLY MONKS GROUP:

(Amount in Rs.)
Particulars 2018-19 2017-18
Revenue from Operations 209196881 156629082
Add: Other Income 2957539 953700
Total Revenue 212154420 157582782
Expenses
Employee Benefit Expenses 41866865 15508869
Depreciation 7054061 3811792
Finance Charges - 741386
Other Expenses 154298508 116359687
Total Expenses 203219434 136421734
Net Profit / Loss Before Tax (PBT) 8934985 21161047
Current Tax 2107792 2378489
Previous Year Income Tax Short Provision 1540311 -
Deferred Tax -1688054 356159
MAT Credit Entitlement 267963 -231532
Net Profit (PAT) 6706973 18657931
Earning Per Share 1.52 4.92

Your Company along with its 100% Foreign Subsidiary two of its Indian Subsidiariesand two of its Subsidiary LLPs as a Group posted good financial results during the yearunder review. Turnover of the Group is Rs.2091.96Lakhs and the net profit of the Companyis Rs.67.0697 Lakhs.

It is to be noted that your Company has disinvested its investment from both theSubsidiary LLPs and from one of the Indian Subsidiaries with effect from 05thJanuary 2019. So accordingly the financial figures for Consolidation have beenconsidered till the date of disinvestment.

STANDALONE PERFORMANCE OF THE COMPANY:

(Amount in Rs.)
Particulars 2018-19 2017-18
Revenue from Operations 110362038 84007972
Add: Other Income 1955173 953700
Total Revenue 112317211 84961672
Expenses
Employee Benefit Expenses 32474843 15508869
Depreciation 6030603 3277867
Finance Charges 741386
Other Expenses 64249246 53658733
Total Expenses 102754692 73186855
Net Profit / Loss Before Tax (PBT) 9562519 11774817
Current Tax 1977792 2243691
Previous Year Income Tax Short Provision 1540311
Deferred Tax -1652158 356159
MAT Credit Entitlement 234163 -231532
Net Profit (PAT) 7462411 9406499
Earning Per Share 1.61 2.43

2. COMPANY PERFORMANCE

During the FY 2018-19 the total income was Rs. 1123.17 lakhs as compared to Rs. 849.61lakhs in the previous FY 2017-18.

During the FY 2018-19 the revenue from operations was Rs. 1103.62 lakhs as compared toRs. 840.07 lakhs in the previous FY 2017-18 registering an increase of 31.37%.

Profit before tax (PBT) during the FY 2018-19 was Rs.95.62 lakhs as compared to Rs.117.74 lakhs in the previous FY 2017-18 showing a decrease of 18.79%.

Profit After tax (PAT) during the FY 2018-19 was Rs.74.62 lakhs as compared to Rs.94.06 lakhs in the previous FY 2017-18 showing a decrease of 20.67%.

The Company is looking forward to increasing its profits in the coming financial yearswith the support of all the stakeholders of the Company.

3. DIVIDEND

Your Directors have recommended for your approval a final dividend of Rs.1/- per equityshare for the FY 2018-19.

The final dividend if approved at the ensuing Annual General Meeting ("AGM")of the Company shall be paid to the eligible members within the stipulated time-period.The final dividend if approved at the ensuing AGM will absorb a sum of Rs.4641500/-lakhs and tax on dividend will be Rs.954292/- lakhs.

Total cash outflow from the company will be Rs.5595792/- (Rupees Fifty Five LakhsNinety Five Thousand and Five Hundred and Seventy Four only) including dividenddistribution tax.

4. TRANSFER TO RESERVES

During the FY 2018-19 the Company has not transferred any amount towards GeneralReserve.

5. SUBSIDIARIES

Dream Boat Entertainment Pte Limited (Hong Kong)

Dream Boat Entertainment Limited is a wholly Owned Subsidiary of the Companyincorporated in Hong Kong involved in the business similar to that of the Company.

During the Financial year 2018-19 the Company has acquired the following Companies:

Name of the Company Details of Shares acquired Date of Approval of Board
INANI Media Private Limited 51% of the total paid up share capital of the Company 19th July 2018
Chintala Sports Private Limited 51% of the total paid up share capital of the Company 02nd August 2018

Upon such acquisition of shares in the aforesaid Companies both the Companies havebecome Subsidiary Companies to your Company in terms of provisions of section 2 (87) ofthe Companies Act 2013 ("The Act") by virtue shareholding.

INANI Media Private Limited (CIN: U74900TG2016PTC103046) is a Privatelimited Company incorporated on 03rd February 2016 under the provisions ofthe Companies Act 2013 and the Company is a creative animation and visual storytelling studio engaged in the business of Promotion development and production ofcartoons characters caricature images illustrations audio clips video clips Cartoonpublications comics cartoon strips animation etc. Company's digital artists are uniquein areas of visual effects production including concept art modeling and animation.

Chintala Sports Private Limited* (CIN: U74999TG2016PTC1133820) is a Privatelimited Company incorporated on 13th December 2016 under the provisions ofthe Companies Act 2013 Chintala Sports establishing itself as a leading sportsmanagement company out of Southern India and the business of the Company is to bidacquire/purchase run operate and manage a professional kabaddi badminton cricket andany other sports team and related activities including managing and operating an academyand training players and other officials in relation to sports and conducting of SportsLeagues.

*During the financial year 2018-19 your Company has disinvested its entire stake inChintala Sports Private Limited (Chintala Sports) on 05th January 2019 uponsuch disinvestment Chintala Sports will no longer be a Subsidiary Company to yourCompany.

The statement containing the salient features of the financial statements ofSubsidiary Pursuant to SubSection 3 of Section 129 of the Companies Act 2013 in FormAOC-1 is herewith annexed to this report and marked as Annexure - I. Thestatement also provides the details of performance financial position of the subsidiary.

Your Company does not have any Associate Companies or Joint Ventures.

6. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company does not have any CSR policy and Company did not form any CSR Committee asthe provisions of section 135 of the Companies Act 2013 pertaining to Corporate SocialResponsibility are not applicable to the Company as the company does not fall under thecriteria specified under Section 135 of the Act and the rules made there under.

7. DIRECTORS & KEY MANAGERIAL PERSONAL

7.1 Director Retiring by Rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 Mr.Anil Kumar Pallala Whole Time Director of the Company being longest in the officeamongst the Directors liable to retire by rotation and is proposed to retire at theensuing Annual General Meeting and being eligible has offered himself for re-appointmentat the said Meeting of the Company.

7.2 Changes in the Board of Directors of the Company.

The Board of Directors have appointed Dr. Rama Koti Reddy Kondamadugula as anAdditional Director (Independent Director) of the Company at their board meeting held on29th day of May 2018 and his appointment had approved by the members at their05th Annual General Meeting.

7.3 Changes in Key Managerial Personnel

During the year under review Mr. Boda Narsing Rao has resigned as the ChiefFinancial Officer (CFO) of the Company with effect from 31st May 2018.

The Board of Director of the Company on the recommendations of Nomination andremuneration Committee at its board meeting held on 29th May 2018 haveappointed Mr. Guna Venkat Rama Naidu as Chief Financial Officer of the Companywith effect from 01st June 2018.

7.4 Declaration by Independent Directors

The Company has received requisite declaration from both the Independent Directors ofthe Company that they meet the criteria of independence prescribed under section 149(6) ofthe Companies Act 2013.

7.5 Separate Meeting of Independent Directors

In accordance with the provisions of Schedule IV to the Act and Regulation 25(3) of theSEBI (LODR) 2015 separate meetings of the Independent Directors of the Company were heldon January 05 2019 to discuss relevant items including the agenda items asprescribed under the applicable laws. The meetings were attended by all the IndependentDirectors of the Company.

7.6 Annual Performance Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of its own Performance the Directors individually as well as theevaluation of the working of its Audit and other Committees.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority shareholders etc. 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 who alsoreviewed the performance of the Secretarial Department. The Directors expressed theirsatisfaction with the evaluation process.

8. AUDITORS

8.1 Statutory Auditors:

The Shareholders of the Company At their Annual General Meeting (AGM) held on 18thDecember 2014 have appointed M/s. Ramasamy Koteswara Rao and Co LLP (Formerly Known as M/s.Ramasamy koteswara Rao & Co.) Chartered Accountants (Registration No.010396S/S200084) Hyderabad as Statutory Auditors of the Company to hold office from theconclusion of that AGM till the conclusion of the 06th AGM at such remunerationas may be decided by the Board of Directors.

The Board of Directors of the Company (‘the Board') on the recommendation of theAudit Committee (‘the Committee') recommended for the approval of the Members forthe re-appointment of the M/s. Ramasamy Koteswara Rao and Co LLP Chartered Accountantsfor further period of five years from the conclusion of this AGM till the conclusion ofthe 11th AGM.

Accordingly a resolution seeking approval of Shareholders for the appointment ofStatutory Auditors f the Company for a term of 5 (Five) years is included at Item No.4 ofthe Notice convening the Annual General Meeting.

8.2 Internal auditors:

The Board of Directors based on the recommendation of the Audit Committee havere-appointed M/s. NSVR & Associates LLP Chartered Accountants Hyderabad as theInternal Auditors of your Company for the F Y 2019-20.

8.3 Secretarial Auditors:

Pursuant to the provisions of section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of managerial personnel) Rules 2014 as may beamended from time to time M/s. P. S. Rao & Associates Practicing Company Secretarieswere appointed to conduct the Secretarial Audit of the Company for the financial year2018-19.

8.4 Cost Audit

The provisions of Section 148 of the Companies Act 2013 read with the Companies (Costand Audit) Rules 2014and Rule 14 of the Companies (Audit and Auditor) Rules 2014 are notapplicable to the Company.

9. STATUTORY AUDITORS' REPORT

There are no qualifications reservations or adverse remarks made by M/s. RamasamyKoteswara Rao and Co LLP Chartered Accountants Statutory Auditors in their report forthe Financial Year ended 31st March 2019.

10. SECRETARIAL AUDIT REPORT

There are no qualifications reservations or adverse remarks made by M/s. P. S. Rao& Associates Practicing Company Secretaries in their report for the Financial Yearended 31st March 2019. The secretarial audit report for F.Y. 2018-19 forms partof this Report as Annexure- III.

11. REPORTING OF FRAUDS

During the year under review there was no instance of fraud review which required theStatutory Auditors to report to the Audit Committee and /or Board under Section 143(12) ofthe Companies Act 2013 and the rules made thereunder.

12. BOARD MEETINGS

During the FY 2018-19 7(Seven) Board Meetings were held on May 29 2018 July 192018 August 02 2018 August 31 2018 September 29 2018 November 14 2018 and January05 2019.

Date of Board Meeting
Sl. No. Name of the Director 29.05.2018 19.07.2018 02.08.2018 31.08.2018 29.09.2018 14.11.2018 05.01.2019
1 Tekulapalli Sanjay Reddy
2 Anil Kumar Pallala
3 Swathi Reddy
4 Rama Koti Reddy Kondamadugula
5 Prasada Rao Kalluri

13. COMMITTEES

The Company as on date of the report has the following Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee; and

3. Stakeholder Relationship Committee.

The Composition of the Committees as on the date of the report are as follows:

a) Audit committee

Sl. No. Name of the Director Position in the Committee
1. Dr. Rama Koti Reddy Kondamadugula Chairman
2. Mr. Prasada Rao Kalluri Member
3. Mr. Tekulapalli Sanjay Reddy Member

All the recommendations made by the Audit Committee of the Company have been consideredand accepted by the Board of Directors of the Company.

b) Nomination and Remuneration Committee

Sl. No. Name of the Director Position in the Committee
1. Dr. Rama Koti Reddy Kondamadugula Chairman
2. Mr. Prasada Rao Kalluri Member
3. Mrs. Swathi Reddy Member

c) STAKEHOLDER'S RELATIONSHIP COMMITTEE

Sl. No. Name of the Director Position in the Committee
1. Dr. Rama Koti Reddy Kondamadugula Chairman
2. Mr. Prasada Rao Kalluri Member
3. Mr. Tekulapalli Sanjay Reddy Member

14. NOMINATION AND REMUENRATION POLICY

A committee of the Board named as "Nomination and Remuneration Committee" hasbeen constituted to comply with the provisions of section 178 of Companies Act 2013 andto recommend a policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters and to frame proper systems for identification appointment of Directors& KMPs Payment of Remuneration to them and Evaluation of their performance and torecommend the same to the Board from time to time. The policy is also posted in theinvestors section of the company's website.

15. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS MADE BY THE COMPANY UNDER THEPROVISIONS OF SECTION 186 OF THE COMPANIES ACT 2013

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

16. DEPOSITS

The Company has neither accepted nor renewed any deposits in terms of Chapter V of theAct read with the Companies (Acceptance of Deposits) Rules 2014 during the FY 2018-19.

17. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act 2013 Your Directors' confirm that:

i) In preparation of annual accounts for the financial year ended 31stMarch 2019 the applicable Accounting Standards have been followed along with properexplanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year ended 31stMarch 2019 and of the profit and loss of the Company for the year

iii) The Directors have taken proper and sufficient care for their maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

iv) The Directors had prepared the annual accounts for the F Y 2018-19 on a ‘goingconcern' basis;

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

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.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the FY under review transactions were conducted by the Company pursuant to theAgreements entered into with its Related Parties during previous years; the same were onan arm's length basis and in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with the Promoters DirectorsKey Managerial Personnel or any related party which may have a potential conflict with theinterest of the Company at large.

The details of related party transactions which were entered during the previous year /current year are provided in Financial Statements under the head measurement anddisclosures as per the Accounting Standards.

The particulars of contracts or arrangements with related parties referred to insub-section (1) of Section 188 of the Companies Act 2013 are given in Form AOC-2is herewith annexed as Annexure II to this report.

19. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Your Company did not have any funds lying unpaid or unclaimed which were required to betransferred to Investor Education and Protection Fund (IEPF) under section 125 ofCompanies Act 2013.

20. SHARE CAPITAL

The Authorised Share Capital of the Company as on date of Balance Sheet is Rs.50000000/- divided into 5000000 equity shares of Rs.10/- each.

The paid-up share capital of the company as on date of balance sheet is Rs.46415000/- divided into 4641500 equity shares of Rs. 10/- each.

There is no change in the Share Capital of the Company during the year 2018-19.

During the year under review the Company has not issued shares with differentialvoting rights sweat equity shares or Employee Stock Options.

21. EXTRACT OF ANNUAL RETURN:

An Extract of Annual return prepared in accordance with the provisions of the section92 (3) of the Companies Act 2013 in the form MGT-9 is Annexed as Annexure IV tothis report.

22. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 (2) (e) of SEBI (LODR) Regulations 2015 a report onManagement Discussion & Analysis is herewith annexed as Annexure-V.

23. RISK MANAGEMENT POLICY

The Company has developed and implementing a risk management policy which includes theidentification therein of elements of risk which in the opinion of the board may threatenthe existence of the Company.

24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) Conservation of Energy Technology Absorption:

The particulars prescribed by section 134(3)(m) the Companies Act 2013 pertaining todisclosure measures taken in relation to conservation of energy and technology absorptionare not applicable.

b) Foreign Exchange earnings and Outgo:

Foreign Exchange Earnings: Rs. 37879699/-

Foreign Exchange Outgoings: 0

25. HUMAN RESOURCES:

Your Company considers its Human Resources as the key to achieve its objectives.Keeping this in view your Company takes utmost care to attract and retain qualityemployees. The employees are sufficiently empowered and such work environment propels themto achieve higher levels of performance. The unflinching commitment of the employees isthe driving force behind the Company's vision. Your Company appreciates the spirit of itsdedicated employees.

Particulars of Employees (Section 197 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014) Informationin accordance with the provisions of Section 197 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 regarding remunerationand other details is annexed as ‘Annexure VI' to this Report.

26. CORPORATE GOVERNANCE REPORT:

As the securities of the Company are listed on National Stock Exchange of India Limited- SME platform Emerge by virtue of Regulation 15 of securities and Exchange Board ofIndia (Listing Obligations and Disclosure) Regulation 2015 (The Regulations) thecompliance with the corporate Governance provisions as specified in regulation 17 to 27and Clause (b) to (i) of sub-regulation 2 of Regulation 46 and para C D & E ofSchedule V of the regulations are not applicable to the Company. Hence the CorporateGovernance does not form part of this Board's report.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an adequate system of internal financial controls with reference tofinancial statements including but not limited to safeguard and protection of assets fromloss their unauthorized use or disposition. All the transactions were properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting in the financial statements. Your Company continues to ensure proper andadequate systems and procedures commensurate with its size and nature of its business.

28. LISTING AND DEPOSITORY FEE

Your Company has paid Annual Listing Fee for the financial year 2019-20 to NationalStock Exchange of India Ltd. according to the prescribed norms & regulations. Companyhas also paid Annual Custody Fee to National Securities Depository Limited and Issuer Feeto Central Depository Services (India) Limited for the financial year 2019-20

29. ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS ANDEMPLOYEES :

Your Company promotes ethical behaviour in all its business activities and has put inplace a mechanism wherein the employees are free to report illegal or unethical behaviouractual or suspected fraud or violation of the Company's Codes of Conduct or CorporateGovernance Policies or any improper activity to the Chairman of the Audit Committee of theCompany or Chairman of the Board.

The Whistle Blower Policy has been duly communicated within your Company. Under theWhistle Blower Policy the confidentiality of those reporting violation(s) is protectedand they are not subject to any discriminatory practices. No personnel have been deniedaccess to the Audit Committee in this regard.

The Vigil Mechanism and Whistle Blower Policy may be accessed on the Company's websitewww.sillymonks.com.

30. POLICY ON SEXUAL HARASSMENT:

The company has adopted policy on prevention of sexual harassment of women at workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. As per the said Policy an Internal Complaint Committee (ICC) isduly constituted by the Company.

During the financial year ended March 31 2019 the company has not received anycomplaints pertaining to sexual harassment. The policy adopted by the Company forPrevention of Sexual Harassment is available on its website at www.sillymonks.com.

31. PARTICLARS OF EMPLOYEES

The information required pursuant to Section 197 (12) read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respectof employees of the Company is herewith annexed as Annexure- VI.

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Company does not have any employee who is employed throughoutthe financial year and in receipt of remuneration of Rs. 120 Lakhs or more or employeeswho are employed for part of the year and in receipt of Rs. 8.50 Lakhs or more per month.

The Company does not have any employee who is employed throughout financial year orpart thereof who was in receipt of remuneration in financial year under review which inaggregate or as the case may be at a rate which in the aggregate is in excess of thatdrawn by the Managing Director or Whole time director and holds by himself/herself oralong with his/her spouse and dependent children not less than 2% of the equity shares ofthe Company.

32. CEO AND CFO CERTIFICATION

The Compliance with CEO and CFO Certification as provided under Sub-regulation 8 ofRegulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is not applicable to your Company as your Company's securities are listed on Emergeplatform of NSE. Hence the same does not form part of this report.

33. OTHER INFORMATION

(i) Significant and material orders passed by the regulators

No significant and material orders have been passed during the FY 2018-19 by theregulators or courts or tribunals affecting the going concern status and Company'soperations in the future.

(ii) Material Changes & Commitments

There were no material changes and commitments affecting the financial position of theCompany that have occurred between the end of the Financial Year 2018-19 of the Companyand the date of the report.

(iii) Change in Nature of business if any

There is no change in the nature of business of the Company during the year underreview.

(iv) Compliance with Secretarial Standards

The Company has complied with the secretarial standards issued by the Institute ofCompany Secretaries of India on Board Meetings and Annual General Meetings.

34. ACKNOWLEDGMENT AND APPRECIATION:

The Board of Directors expresses their sincere appreciation to all the stakeholders ofthe Company for the trust confidence and support bestowed upon us. The Board of Directorsis also grateful to the fellow subsidiary companies for their contribution towards thegrowth and success of the Company.

The Board of Directors assures to uphold the Company's commitment towards acting withhonesty integrity and respect and to be responsible and accountable to all thestakeholders of the Company.

Further the board conveys their appreciation for the whole hearted and committedefforts by all its employees.

Your Directors gratefully acknowledge the ongoing co-operation and support provided bythe Central and State Governments Stock Exchanges RBI and other Regulatory Bodies.

By Order of The Board of Directors
For Silly Monks Entertainment Limited
Sd/-
Tekulapalli Sanjay Reddy
Place: Hyderabad Chairman & Managing Director
Date: 23.08.2019 DIN: 00297272

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