Sowbhagya Media Ltd.
|BSE: 532025||Sector: Media|
|NSE: N.A.||ISIN Code: INE826D01014|
|BSE 00:00 | 09 Mar||Sowbhagya Media Ltd|
|NSE 05:30 | 01 Jan||Sowbhagya Media Ltd|
|BSE: 532025||Sector: Media|
|NSE: N.A.||ISIN Code: INE826D01014|
|BSE 00:00 | 09 Mar||Sowbhagya Media Ltd|
|NSE 05:30 | 01 Jan||Sowbhagya Media Ltd|
To The Members of Sowbhagya Media Limited
Your Directors have pleasure in presenting the 24t h Annual Report of theCompany together with the Audited Accounts for the year (FY 2018-19) ended 31stMarch 2019.
During the year the Company achieved the revenue from operations of Rs. 555000/- asagainst the previous year income from operations of Rs. 30797500/-. Loss for the yearwas Rs.9602059/- over the PAT of Rs. (6122773)/- in FY 2018-19. The directors of yourcompany are continuously putting their efforts to achieve the turnover as well as profits.
The directors of the Company has not declared and not recommended any dividend duringthe year under review.
During the year under review your Company did not raise any capital from the capitalmarkets either by way of issue of equity shares /ADR/GDR / or any debt by way ofdebentures. The Company continued to get financial assistance from its lenders within theoverall facilities to meet the working capital requirements.
DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT:
The Company did not invite or accept deposits from public during the year under review.
DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE CHAPTER V OF THE COMPANIESACT:
Not applicable as the company did not invite or accept deposits from public
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year2018-2019 toBSE where the Company's Shares are listed and not paid for 2019-20.
DEMATERIALISATION OF SHARES:
94.89%of the company's paid up Equity Share Capital is in dematerialized form as on 31stMarch 2019 and balance 5.11% is in physical form. The Company's Registrars andShare Transfer Agents are M/s.XL Softech Systems Limited having its registered office at3 Sagar Society Road No.2 Banjara Hills Hyderabad 500 034.
As on the date of this report Company's Board comprises of 6(six) Directors out ofwhich 5 are Non-Executive directors including 1 Woman Director.
A. BACKGROUND OF DIRECTORS:
1. Madhusudan Rao Madikonda - Director
Sri M.Madhusudana Rao Whole Time Director is a Honours Graduate in Commerce Master'sDegree Holder in Business Administration and has a Legal Degree with more than 12 Yearsof Experience in Finance. He is a market leader within this sector and has handled thelarger division of our organization with his extensive exposure. He would ensure theorganization has continued growth and expansion in this challenging and rewardingenvironment with his knowledge. He works effectively to manage the day today running ofFinance Function and has credible track record in Media &Entertainment Industry.
2. SeethaBalu- Woman Director
Smt. SeethaBal an Women Director and Non-Executive Director is a Graduate and hasvast experience in writing novels and books that brings rich and varied experience to theCompany she would ensure the organization has continued growth and expansion in thischallenging and rewarding environment with her knowledge.
B. CHANGES IN DIRECTORS AND KMP:
There are new appointments in the members of directors during the financial year.
C. RETIREMENT BY ROTATION:
Mr. Madhusudan Rao Madikonda retire by rotation at the ensuing Annual General Meetingand being eligible offer himself for re-appointment. Board recommends his re-appointment.
D. EVALUATION OF PERFORMANCE OF THE BOARD OF DIRECTORS:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the board has carried out the evaluation ofits own performance and Committees of the Board the performance of directors individuallyafter taking various parameters which include integrity credibility expertise andtrustworthiness of Directors
Board's monitoring of various compliances laying down and effective implementation ofvarious policies level of engagement and contribution of the Directors safeguarding theinterests of the stakeholders etc.
The performance evaluation of the board as a whole was carried out by the IndependentDirectors. The performance evaluation of each independent director was carried out by theboard. The directors expressed their satisfaction with the evaluation process.
Criteria for selection of candidates for appointment as Directors Key ManagerialPersonnel and Senior Management Personnel:
Your Company has laid down well-defined criteria for the selection of candidates forappointment as Directors Key Managerial Personnel and Senior Management Personnel.
CHIEF FINANCIAL OFFICER (CFO):
Mr. Pakeeraiah Pasupuleti is the Chief Financial Officer of the Company
BOARD & COMMITTEE MEETINGS:
During the year under review the following Board/Committee Meetings were convened andheld:
(a) Seven (9) Board Meetings were held details of which are given in the CorporateGovernance Report. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013 and SEBI (LODR) Regulations 2015.
(b) Four (4) Audit Committee Meetings were held details of which are given in theCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013 and SEBI (LODR) Regulations 2015.
(c) Four (4) Nomination & Remuneration Committee Meeting was held details of whichare given in the Corporate Governance Report.
INDEPENDENT DIRECTORS AND THEIR MEETING:
None of the Independent Directors on the Board serve as an Independent Director in morethan seven listed companies. The Whole time Directors does not serve as an IndependentDirector in more than three listed companies. The details on the separate meeting of theIndependent Directors are given in the Corporate Governance report.
Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177 (10) of the Companies Act 2013 andRegulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The policy provides for framework and process whereby concerns can be raised by itsemployees against any kind of discrimination harassment victimization or any otherunfair practice being adopted against them. More details on the vigil mechanism and theWhistle Blower Policy of your Company have been outlined in the Corporate GovernanceReport which forms part of this report.
RISK MANAGEMENT POLICY:
Company is in the process of adopting a Business risk evaluation and management policy.However Business risk evaluation and management is an ongoing process within theorganization. The Board of Directors reviews the reports of compliance to all applicablelaws and regulations periodically. Any non-compliance is seriously taken up by the Boardand the action taken for rectification of non-compliance is reported to the Board.
CORPORATE SOCIAL RESPONSIBILTY POLICY:
Pursuant to Section-135 and Schedule VII of the Companies Act 2013 read withCompanies (Corporate Social Responsibility) Rules 2014 during the year under review thecompany does not fall under the criteria of implementing CSR and hence CSR is notapplicable.
PARTICULARS OF EMPLOYEES/MD/CFO:
There are no employees employed throughout the financial year and in receipt ofremuneration of Rs. 10200000 (Rupees One Crore Two Lakhs) or more or employed for partof the year and in receipt of Rs. 850000/- (Rupees Eight Lakhs Fifty Thousand) or more amonth under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 whose particulars are required to be furnished.
REMUNERATION RATIO OF THE DIRECTORS/KMP/EMPLOYEES:
Statement showing disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014: Information as perRule 5(1) of Chapter XIII Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014
i) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2018-19: Nil
ii) ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2018-19 and the comparison of remunerationof each Key Managerial Personnel (KMP) against the performance of the Company are asunder:
iii) The median remuneration of employees of the Company during the financial year :NA;
iv) In the financial year increase in the median remuneration of employees-NA;
v) There are no other employees in the company for the Financial year ended 31stMarch 2019 and the Company is Availing the services on consultancy basis.
vi) Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2018-19 is not Applicable whereas theincrease in the managerial remuneration for the same financial year is Nil.
vii) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other Employees.
CONSTITUTION OF INTERNAL COMPLIANTS COMMITTEE:
The Company has adopted a policy on prevention and redressal of sexual harassment ofwomen at work place as per the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. The policy aims to provideprotection to employees at the work place and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto and framed with the objectiveof providing a safe working environment where employees feel secure. There were no casesreported during the financial year 2018-19 under the said policy.
As Secretarial Standards approved by the Central Government have been issued by theInstitute of Company Secretaries of India (ICSI) under the provisions of Section 118(10)of the Companies Act 2013 (the Act) vide ICSI Notification No. 1 (SS) of 2015 datedApril 23rd 2015 and these standards are applicable to all the companies. ICSIhas notified two Secretarial Standards i.e. SS-1 and SS-2 for Board and General Meetingsrespectively with effect from 1st July 2015. The Institute of CompanySecretaries of India has revised the two secretarial standards viz. SS-1 and SS-2 witheffect from 01st October 2017 mentioning the approval from Ministryof Corporate Affairs Letter No. 1/3/2014-CL.I Dated 14th June 2017 and by theinstitute by way of notification no. F. No. ICSI/6/2017 in the official gazette haswithdrawn the old secretarial standards with effect from 30/09/2017. The company hasimplemented the applicable secretarial standards as applicable during the respective partsof the financial year.
DIRECTORS RESPONSIBILITY STATEMENT:
As required under S e c t i o n - 134(5) of the companies act 2013 Directors of yourCompany here by state and confirm that: 1. The applicable Accounting Standards have beenfollowed in preparation of annual accounts; 2.The accounting policies selected wereapplied consistently and the judgments and estimates made are reasonable and prudent so asto give a true and fair view of the State of affairs of the Company as at 31st March2019and of the loss for the year ended on that date; 3. Proper and sufficient care has beentaken for maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities; 4.The Annual Accounts for the year ended 31stMarch2019 have been prepared on a going concern basis;
DETAILS OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:
Company does not have any subsidiary associates and joint venture Companies.
COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURES ORASSOCIATES DURING THE YEAR:
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. There are transactions withrelated parties referred to in Section 188(1) in the company during the financial year andthe complete details incorporated in the notes to accounts and the particulars ofcontracts entered during the year as per
Form AOC-2 is enclosed as Annexure-A.
REPORT ON MANAGEMENT DISCUSSION AND ALANYSIS REPORT:
As required by SEBI (LODR) Regulations 2015' the Management discussion andAnalysis Report is enclosed as a part of this Annual report -
Annexure-B. REPORT ON CORPORTE GOVERNNCE:
As required by SEBI (LODR) Regulations 2015' the Corporate Governance Report isenclosed as Annexure-C
Certificate from the Statutory Auditors of the company M/s.KVSRY &Associates.Chartered Accountants confirming the compliance with the conditions ofCorporate Governance as specified in SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is attached to this report.
Directors' explanation on the comments of the Secretarial Auditor for the yearended31st March 2019 as set out in his Secretarial Audit Report dated 28thMay2019 is as follows:
(i) With reference to sub-clause (a) of clause (vi) of the said reportwherein the Secretarial Auditor has mentioned that the company has not registered underShops & Establishments Act the board would like to inform that the company is in theprocess of document preparation for getting registered and to comply the applicableprovisions under the said Act.
(ii) With reference to sub-clause (b) and (c) of clause (vi) of the said report whereinthe Secretarial Auditor has mentioned that the company secretary of the company hasresigned and no qualified company secretary is appointed as a compliance officer duringthe reporting period the board would like to inform that the company has released numberof advertisements and did not get the qualified company secretary. The company willappoint a qualified company secretary as a compliance officer at the earliest.
(iii) With reference to sub-clause (d) of the clause (vi) of the said report thecompany would like to affirm the said statement as it's a fact on record.
(iv) With reference to sub-clause (e) of the clause (vi) of the said report thecompany would like to affirm the said statement as it's a fact on record.
(v) With reference to sub-clause (f) of the clause (vi) of the said report the companystates that the office was relocated hence the documents with respect to notice copiessent to the Board of Directors of the company for their meetings held during the FinancialYear (18-19) could not be located immediately at the time of the Secretarial Audit.
(vi) With reference to sub-clause (g) of the clause (vi) of the said report thecompany states to comply with the provisions of the Companies Act 2013 at the earliest.
(vii) With reference to sub-clause ( h) Vadde Kishore (director) did not comply withthe provisions of Section 167(1)(b) hence the office of director is vacated.
(viii)With reference to sub-clause (i) of clause (vi) of the said report wherein theSecretarial Auditor has mentioned in his note that There are existing cases filed againstthe company and its Ex-Managing Director by Central Bureau of Investigation (CBI) andDirectorate of enforcement under the prevention of money laundering Act 2002 and fewproperties of the company under final attachment with Enforcement Directorate. The Boardwould like to inform you that the Directorate of Enforcement has given final attachmentorder vide F.No.ECIR/12/DLZO/2014/pt-1/AD (AK)/SDS/1256 1258 1260 Dated 04.07.2016 Dt.04.07.2016 in respect of Fixed Deposit of Rs. 50 lakhs and Two Vehicles (Vide VehicleReg.No. AP09 BP 1111 and AP 09 BR 1111) of the company. The Case Details are as follows:
The company is of the opinion that it has complied the applicable laws and confidentthat there are no violations and it would be able to give replies to the allegations tothe satisfaction of the government agencies involved. These cases will have no impact onthe financial statements of the company.
MATERIAL CHANGES AND COMMITMENTS EFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
The Company has in place adequate internal financial controls commensurate with thesize and complexity of its operations. During the year such controls were tested and noreportable material weakness in the design or operations were observed. The Company haspolicies and procedures in place for ensuring proper and efficient conduct of itsbusiness the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of accounting records and the timely preparation ofreliable financial information.
Auditors' observations are suitably explained in no test to the Accounts and areself-explanatory except the following:
In point vii(b) of Annexure B of Auditors Report Auditors made an observation ofservice tax due to the department for the FY 2010-11 and 2011-12 and the board isinforming that the dispute is pending and the company is in the process of making good forthe dues and the details of which are as follows:
a) Statutory Auditors:
Pursuant to Section 139 142 and other applicable provisions of the Companies Act2013 the Company has appointed M/s. KVSRY & Associates Chartered Accountants FirmRegistration No. 08169S are the Statutory Auditors of the company for the Financial Year2018-19 who were appointed for a period of 5 (Five) years at 23rd Annual General Meeting.
c) Secretarial Auditors and Secretarial Auditors Report:
Pursuant to the provisions of Section-204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Boardhas appointed GSLN GUPTA Practicing Company Secretary to carry out the Secretarial Auditin terms of the Companies Act 2013 for the financial year 2018-19. The Secretarial AuditReport issued by GSLN GUPTA proprietor CP11271 Practicing Company Secretary in formMR-3 is enclosed to this report as Annexure-D.
EXTRACT OF ANNUAL RETURN:
As required under Section-92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of Annual Return in MGT-9 as a part of this Annual Report- Annexure E'.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
Information required under Section-134ofthe Companies Act2013 read with Companies(Disclosure of particulars in Directors Report)Rules1988 is given below:
A) Conservation of energy:
The Company has been continuously making efforts to reduce energy consumption. Themanagement is striving to achieve cost reduction by economical usage of energy and tobring a general awareness about energy conservation among employees.
(B) Technology absorption:
No new Technology has been utilized for the services rendered and the company has notimported any technology.
(C) Foreign exchange earnings and Outgo:
There are no employees as on date on the rolls of the Company who are in receipt ofRemuneration which requires disclosures under Section134ofthe Companies Act 2013 andCompanies (Particulars of Employees) Rules1975. During the year under reviewrelationship with the employees is cordial.
In pursuant to the provisions of section177(9)& (10)of the Companies Act2013avigil mechanism for directors and employees to report genuine concerns has beenestablished.
The amount of net profits/Losses during the year transferred to the reserves.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of the Loans guarantees and investments covered under Section 186 of theCompanies Act 2013 are given in the notes to the financial statements pertaining to theyear under review.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
3. Neither the Managing Director nor the Whole-time Director of the Company receivedany remuneration or commission from any of its subsidiaries.
4. No frauds were reported by the auditors during the year under review
The Directors wish to place on record their appreciation to employees at all levels fortheir co-operation. Your directors would also acknowledge the continued support of theCompany's Shareholders Bankers Exhibitors Distributors and all others that contributedto the success of the company.