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TV Vision Ltd.

BSE: 540083 Sector: Media
NSE: TVVISION ISIN Code: INE871L01013
BSE 00:00 | 28 May 1.23 -0.01
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NSE 00:00 | 26 May 1.15 0
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OPEN 1.18
PREVIOUS CLOSE 1.24
VOLUME 350
52-Week high 2.85
52-Week low 0.98
P/E
Mkt Cap.(Rs cr) 4
Buy Price 5.20
Buy Qty 200.00
Sell Price 4.88
Sell Qty 800.00
OPEN 1.18
CLOSE 1.24
VOLUME 350
52-Week high 2.85
52-Week low 0.98
P/E
Mkt Cap.(Rs cr) 4
Buy Price 5.20
Buy Qty 200.00
Sell Price 4.88
Sell Qty 800.00

TV Vision Ltd. (TVVISION) - Director Report

Company director report

To

The Members TV Vision Limited

Your Directors are pleased to present the 12 Annual Report together with the AuditedStandalone and Consolidated Financial Statements of the Company for the Financial Yearended March 31 2019.

FINANCIAL HIGHLIGHTS:

( Rs In Lakh)

Standalone Consolidated
Particulars Year ended March 31 2019 Year ended March 31 2018 Year ended March 31 2019 Year ended March 31 2018
1 Total Revenue (Net) 11727.15 12304.47 11727.15 12346.26
2 Other income - - 0.32 -
3 Profit/(loss) before Depreciation & Amortization Expenses Finance Cost (566.06) 2533.44 (654.83) 2524.36
4 Less: Depreciation and Amortization Expenses (2818.18) (2774.00) (2818.18) (2774.00)
5 Less: Finance Cost (36.12) (957.30) (36.13 ) (957.32)
6 Profit/ (Loss) before Tax (3420.36) (1197.85) (3509.13) (1206.96)
7 Less: Tax Expenses - - - -
Current Tax - - - -
MAT Credit Entitlement - - - -
Deferred Tax - (556.36) - (556.09)
8 Profit/ (Loss) after tax (3420.36) (1754.22) (3509.14) (1763.05)
9 Add: Share of Profit/(Loss) in Associate - - (1540.67) (1441.84)
10 Other Comprehensive Income (9.64) (39.87) (9.64) (39.87)
11 Total Comprehensive Income for the period (3429.99) (1794.09) (5059.44) (3244.76)
12 Earnings per Share (Basic & Diluted) (9.79) (5.02) (10.04) (5.05)

The financial statements of the Company for the year ended March 31 2019 have beenprepared in accordance with the Indian Accounting Standards prescribed under Section 133of the Companies Act 2013 read with relevant rules issued thereunder (IND AS) and otheraccounting principles generally accepted in India.

The comments of the Board of Directors (“the Board”) on the financialperformance of the Company along with state of Company affairs have been provided underthe Management Discussion and Analysis Report which forms part of the 12 Annual Report.

The previous year figures have been re-grouped/re-arranged/re-classified/reworkedwherever necessary to confirm the current year accounting treatment.

REVIEW OF OPERATIONS:

Despite of difficult market conditions the Company could generate Revenue ofRs.11727.15/- Lakh as against Rs. 12304.47 Lakh in the previous financial year. Howeverthere is loss before tax of Rs. 3420.36 Lakh as against loss before tax of Rs. 1197.85Lakh in previous financial year. The Loss after tax is Rs. 3420.36 Lakh as against lossafter tax of Rs. 1754.22 Lakh of the previous financial year.

During the previous financial year the Banks of the Company have declared thecompany's account as ‘Non- Performing Assets'. Subsequently the Company hadsubmitted resolution plan with the Banks which is under consideration. The Companyregularly interacts with the Bank to consider the resolution plan and the Board ofDirectors are taking steps to revive the performance of the Company.

SHARE CAPITAL:

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

STATE OF THE COMPANY'S AFFAIRS:

The Company operates in Single segment i.e. Broadcasting.

DIVIDEND:

In the event of losses during the year under review your directors do not recommendany dividend for the financial year 2018-19.

CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business during the year under review.

TRANSFER TO RESERVES:

During the year under review no amount was transferred to Reserves.

PUBLIC DEPOSITS:

During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of the Companies Act 2013 (“the Act”) read withthe Companies (Acceptance of Deposits) Rules 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Retirement by rotation

In accordance with the provisions of Section 152 of the Act read with the Rules madethereunder and the Articles of Association of the Company Mrs. Latasha Jadhav (DIN:08141498) Non-Executive Director of the Company retires by rotation at the ensuingAnnual General Meeting (AGM) and being eligible offers herself for re-appointment. TheBoard recommends the re-appointment of Mrs. Latasha Jadhav as Director of the Company.

As stipulated under the Regulation 26(4) and 36(3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (‘Listing Regulations') and SecretarialStandard on General Meetings (SS-2) issued by the Institute of Company Secretaries ofIndia (ICSI) brief resume of the Director proposed to be appointed / re-appointed isgiven in the Notice forming part of this Annual Report.

Appointment and Resignation

At the 11th AGM held on September 25 2018 the members of the Company appointedfollowing Directors as Independent Directors of the Company:-

1. Dr. Ganesh P. Raut (DIN: 08047742);

2. Mr. Umakanth Bhyravajoshyulu (DIN: 08047765) and

3. Mr. M. Soundara Pandian (DIN: 07566951) for a period of 5 (Five) consecutive yearsw.e.f. January 17 2018 to January 16 2023 who shall not be liable to retire byrotation.

Further the members appointed Mrs. Latasha Jadhav (Din : 08141498) as Non- executiveDirector of the Company at the 11th AGM of the Company and re-appointed Mr. MarkandAdhikari (DIN: 00032016) as the Managing Director of the Company for a period of 3 yearsw.e.f. June 1 2018 who shall be liable to retire by rotation.

During the year under review and upto the period of signing of this report the Boardof Directors have:-

1. Elevated Mr. Markand Adhikari (DIN: 00032016) from Vice-Chairman & ManagingDirector to Chairman & Managing Director of the Company for the period of 3 (Three)years w.e.f. from June 1 2018 without any change in the terms and conditions of hisappointment as decided at 11th AGM held on September 25 2018.

2. Appointed Ms. Shilpa Jain as Company Secretary & Compliance Officer of theCompany w.e.f. March 14 2019.

3. Appointed Mr. Santosh Thotam as Chief Financial Officer of the Company w.e.f. April18 2019.

Mrs. Nishita Nagrecha Company Secretary & Compliance Officer of the Companyresigned w.e.f. closing hours of September 15 2018. The board has expressed itsappreciation for the contribution made by Mrs. Nishita Nagrecha during her tenure as theKMP of the Company.

Declaration from Independent Directors

The Company has received declaration from all Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Act and under Regulation 16(1)(b) of Listing Regulations. There has been no changein the circumstances affecting their status as independent directors of the company.

Remuneration to Non-Executive Directors

During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission and reimbursement of expenses incurred by them for the purpose of attendingmeetings of the Board/Committee of the Company.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Act the KMP of the Company as onMarch 31 2019 are Mr. Markand Adhikari Chairman and Managing Director and Ms. ShilpaJain Company Secretary and Compliance Officer of the Company.

ANNUAL PERFORMANCE EVALUATION:

Pursuant to the applicable provisions of the Act read with Schedule IV to the Act andthe Listing Regulations the Board of Directors has put in place a process to formallyevaluate the effectiveness of the Board along with performance evaluation of each Directorto be carried out on an annual basis.

Accordingly the Performance Evaluation of Independent Directors was done by the entireBoard excluding the Director being evaluated and evaluation of the Board (includingChairman) as a whole was done by Independent Directors for the financial year 2018-19. TheBoard has also carried out evaluation of the working of its Audit Committee Stakeholders'Relationship Committee and Nomination and Remuneration Committee. The criteria devised forperformance evaluation of the each Director consists of maintaining confidentialitymaintaining transparency participation in company meetings monitoring compliancessharing the knowledge and experience for the benefit of the Company.

During the year under review the Nomination and Remuneration Committee reviewed theperformance of all the executive and non-executive directors.

MEETINGS OF THE BOARD:

The Board met on various occasions to discuss and decide on affairs operations of theCompany and to supervise and control the activities of the Company. During the year underreview the Board met 7 (Seven) times. The details of the Board Meetings and theattendance of the Directors at the meetings are provided in the Report on CorporateGovernance forming part of this Report. The intervening gap between the two consecutiveBoard meetings did not exceed the period prescribed by SS-1 issued by ICSI i.e. onehundred and twenty days.

COMMITTEES OF THE BOARD:

In compliance with the requirements of the relevant provisions of applicable laws andstatutes the Company currently has 4 (four) committees of the Board viz.:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders' Relationship Committee;

• Corporate Social Responsibility Committee.

The details of the Committees along with their composition number of meetings held andattended are provided in the Corporate Governance Report forming part of this AnnualReport.

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Actand Regulation 18 of the Listing Regulations. The Composition of the Audit Committee andits terms of reference number of meetings held and attended is given in the Report onCorporate Governance which is annexed to this Report.

All the recommendations made by the Audit Committee were accepted and approved by theBoard.

The Audit Committee of the Company reviews the reports to be submitted to the Board ofDirectors with respect to auditing and accounting matters. It also supervises theCompany's internal control and financial reporting process.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

Pursuant to the provisions of Section 178 of the Act read with the Rules madethereunder Regulation 19 of the Listing Regulations and on the recommendation of theNomination and Remuneration Committee the Board has adopted a Policy on “Criteriafor appointment of Directors Key Managerial Personnel Senior Management Employees andtheir remuneration.” The salient features of the said Policy are stated in the Reporton Corporate Governance which forms part of this Annual Report.

RISK MANAGEMENT:

The Company has devised and adopted a Risk Management Policy and implemented amechanism for risk assessment and management. The policy is devised to identify thepossible risks associated with the business of the Company assessment of the same atregular intervals and taking appropriate measures and controls to manage mitigate andhandle them. The key categories of risks covered in the policy are Strategic RisksFinancial Risks Operational Risks and such other risks that may potentially affect theworking of the Company.

The Board and the Audit Committee periodically reviews the risks associated with theCompany and recommend steps to be taken to control and mitigate the same through aproperly defined framework.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy / Vigil Mechanism as per the provisionsof Section 177 of the Act and Regulation 22 of the Listing Regulations. The Policyprovides a mechanism for reporting of unethical behavior and frauds made to themanagement. The mechanism provides for adequate safeguards against victimization ofemployees who avail the mechanism and also provides for direct access to the Chairman ofthe Audit Committee in the exceptional cases. The details of the Whistle Blower Policy/Vigil Mechanism are explained in the Report on Corporate Governance and are also availableon the website of the Company athttps://www.tvvision.in/pdf/Vigil-Mechanism-or-Whistle-Blower-Policy.pdf

We affirm that during the financial year 2018-19 no employee or director was deniedaccess to the Audit Committee.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Act is annexed as ‘Annexure I' which forms an integral partof this Report. Further pursuant to the provisions of Section 134(3)(a) the extract ofannual return of the Company for the year under review shall be made available on thewebsite of the Company i.e www.tvvision.in.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The particulars of Loans Guarantees and Investments made by the Company under theprovisions of Section 186 of the Act are provided in the notes to Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Pursuant to provisions of Section 135 of the Act and the Rules made thereunder theCompany had duly constituted the Corporate Social Responsibility Committee (CSRCommittee). As part of its initiatives under CSR the Company is in the process ofidentification of various projects in accordance with Schedule VII to the Act and shallincur the required expenditure in accordance with the Act and the Rules made thereunder.Further report on Corporate Social Responsibility is appended to the report as“Annexure II”.

PARTICULARS OF THE EMPLOYEES AND REMUNERATION:

Pursuant to Section 197 of the Act read with the Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 details of the ratioof remuneration of each Director to the median employee's remuneration are appended tothis report as “Annexure III Part A”.

The statement containing particulars of employees as required under section 197(12) ofthe Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rule 2014 is provided in this Report as Annexure III -Part B andforms a part of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS:

All contracts or arrangements entered into by the Company with its related partiesduring the financial year were in accordance with the provisions of the Companies Act2013 and the Listing Regulations. All such contracts or arrangements have been approved bythe Audit Committee as applicable.

No material transactions were entered with the related parties during the year underreview. Further the prescribed details of related party transaction in Form AOC-2 interms of Section 134 of the Companies Act 2013 read with Rule 8 of the Companies(Accounts) Rules 2014 is given in the “Annexure IV” to this Report.

In accordance with the provisions of Regulation 23 of the Listing Regulations theCompany has formulated the Related Party Transactions Policy and the same is uploaded onthe Company's website athttp://www.tvvision.in/pdf/Policy-on-Related-Party-transaction_done.pdf

SUBSIDIARY ASSOCIATE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

As on March 31 2019 the Company has 3 (Three) Subsidiary Companies and 1 (One)Associate Company. The details of the above mentioned Companies are mentioned in Report onCorporate Governance forming part to this Annual Report.

During the year under review the Board of Directors reviewed the affairs of thesubsidiaries and associate Company. In accordance with Section 129(3) of the Act we haveprepared Consolidated Financial Statements of the Company its subsidiaries and associateCompany which forms part of this Annual Report. Further a statement containing thesalient features of the Financial Statements of the subsidiaries and associate company inthe prescribed format Form AOC-1 is forming part of Financial Statements. The statementalso provides the details of performance financial positions of the subsidiaries andassociate company.

The financial highlights of subsidiaries/associates companies and their contribution tothe overall performance of the Company for the year ended 31st March 2019 is statedherewith:-

Name of Subsidiaries / Associates Subsidiaries / Associates Revenue from Operations (Current year) Revenue from Operations (Previous year) Profit/(Loss) before / after tax (Current year) Profit/(Loss) before / after tax (Previous year)
UBJ Broadcasting Private Limited Subsidiary Nil 3779111 (7917972) (58676)
HHP Broadcasting Services Private Limited Subsidiary Nil 400000 (903056) (572793)
MPCR Broadcasting Service Private Limited Subsidiary Nil Nil (57058) (251432)
Krishna Showbiz Services Private Limited Associate Company 6616557 68890561 (331701386) (300384543)

In accordance with Section 136 of the Act the Audited Financial Statements includingthe Audited Consolidated Financial Statements and related information of the Company areavailable on our website i.e. www.tvvision.in. These documents will also be made availablefor inspection at the Registered Office of the Company during business hours on allworking days and up to the date of AGM.

During the year under review no company ceased to be subsidiary or associate or jointventure company.

STATUTORY AUDITORS AND AUDIT REPORT:

Statutory Auditors

M/s P. Parikh & Associates Chartered Accountants were appointed as the StatutoryAuditors of the Company at 11 AGM held on September 25 2018 for a term of 5 (five)consecutive years to audit the books of accounts of the Company from the F.Y. 2018-19 toF.Y. 2022-23 who shall hold office from the conclusion of the 11th Annual General Meetingof the Company till the conclusion of the 16th Annual General Meeting to be held in theyear 2023 at a remuneration as may be agreed upon between the Board of Directors and thestatutory auditors for F.Y. 2018-19 to F.Y. 2022-23.

The Company has received a written consent and an eligibility certificate from M/s. P.Parikh & Associates stating that they are willing to act as statutory auditors of theCompany and that their appointment satisfies the criteria as provided under section 141 ofthe Act.

Statutory Auditors Report

1. Details of Audit Qualification : Impairment in the value of intangible business andcommercial rights and channel development cost.

The aggregate carrying value of business and commercial rights and channel developmentcost in the books of the Company as on March 31 2019 is Rs. 1556694142/-. The revenuegeneration from monetization of these assets is significantly lower than the expectedrevenue during the year ended March 31 2019 and due to which the Company has incurredsubstantial losses during the year ended March 31 2019. Hence there is an indication ofimpairment in the value of these business and commercial rights and channel developmentcost. However in the absence of exact amount of diminution in the value of these businessand commercial rights and channel development cost we are unable to quantify the amountof impairment of these business and commercial rights and channel development cost and itsconsequential effects on the financial statements as on March 31 2019.

Management Reply:

Management of the company does not anticipate any impairment in the value of IntangibleBusiness and Commercial Rights and related media assets as management consider thatRights/assets can be commercially exploited in different ways to generate the revenue.Management is in continuous process of generating revenue from exploitation of rights indifferent ways. Management estimates that decline in revenue in recent past is temporaryin nature which have potential to get regularized in near future. Management furtherestimates that the said assets during their useful life will be able to generatediscounted cash flow at least equal to the present value of rights/assets in the books.The nature of assets is such that revenue generated from it is unevenly spread during theuseful life of assets. The company is in process of forming a technical team ofexperienced persons to estimate the value in use.

2. Details of Audit Qualifications : Non Provision of Interest on loan:

Due to defaults in repayment of loans taken from the Banks the account of the companyhas been classified as non-performing asset by the Banks and the Banks have not chargedthe interest / reversed the unpaid interest charged from the date the account has beenclassified as non-performing. No provision has been made in the books of accountsmaintained by the Company for interest / penal interest if any on these term loansamounting to about Rs. 145531638/- (exact amount cannot be ascertained) hence to thatextent finance cost total loss and current financial liabilities is estimated to beunderstated by about Rs. 145531638/- (exact amount cannot be ascertained) for the yearended March 31 2019.

Management Reply:

Company has submitted its resolution plan to banks which under consideration with thebanks effect of the same will be given when resolution plans with bank is finalised.

3. Details of Audit Qualification: Non Provision for Impairment of Investment inassociate and subsidiary company.

No provision for dimunition in value of investment is made in books of accounts as onMarch 31 2019 even though the fair value of Investment of the Company of Rs.30000000/- in Equity Shares of the Company's Subsidiaries i.e. HHP BroadcastingServices Private Limited MPCR Broadcasting Service Private Limited UBJ BroadcastingPrivate Limited and Rs. 301200000/- in Company's Associate i.e. Krishna ShowbizServices Private Limited is lower than their cost of acquisition. The loss for the yearending March 31 2019 is understated and non-current investments of the Company as on March31 2019 are overstated to that extent.

Management Reply:

Though the present value of Investment of the Company of Rs. 30000000/- in EquityShares of the Company's Subsidiaries i.e. HHP Broadcasting Services Private Limited MPCRBroadcasting Service Private Limited UBJ Broadcasting Private Limited and Rs.301200000/- in Company's Associate i.e. Krishna Showbiz Services Private Limited islower than their cost of acquisition management is of the opinion that keeping in viewtheir long term business synergy and potential no provision for diminution in value ofinvestment is made as on March 31 2019.

4. Details of Audit Qualification: Impairment in the value of intangible business andcommercial rights and channel development cost.

The aggregate carrying value of business and commercial rights and channel developmentcost in the books of the Company as on March 31 2019 is Rs. 1556694142/-. The revenuegeneration from monetization of these assets is significantly lower than the expectedrevenue during the year ended March 31 2019 and due to which the Company has incurredsubstantial losses during the year ended March 31 2019. Hence there is an indication ofimpairment in the value of these business and commercial rights and channel developmentcost. However in the absence of exact amount of diminution in the value of these businessand commercial rights and channel development cost we are unable to quantify the amountof impairment of these business and commercial rights and channel development cost and itsconsequential effects on the financial statements as on March 31 2019.

Management Reply:

Management of the company does not anticipate any impairment in the value of IntangibleBusiness and Commercial Rights and related media assets as management consider thatRights/assets can be commercially exploited in different ways to generate the revenue.Management is in continuous process of generating revenue from exploitation of rights indifferent ways. Management estimates that decline in revenue in recent past is temporaryin nature which have potential to get regularized in near future. Management furtherestimates that the said assets during their useful life will be able to generatediscounted cash flow at least equal to the present value of rights/assets in the books.The nature of assets is such that revenue generated from it is unevenly spread during theuseful life of assets. The company is in process of forming a technical team ofexperienced persons to estimate the value in use.

5. Details of Audit Qualifications - Impairment in the value of intangible assets ofAssociate Company.

There is no significant revenue generation from intangible assets having carrying valueof Rs.1134867814/- in the books of Krishna Showbiz Services Private Limited during thefinancial year and also the revenue from these intangible assets were significantly lowerthan the projected revenue in the immediately preceding financial year and company hasincurred significant losses during the last two financial years. This indicates impairmentin the value of intangible assets. Considering the performance of the Company during thelast two financial years in their opinion full value of the above intangible assets hasbeen impaired. However no provision has been made for impairment in the value ofintangible assets.

Management reply:

Management of the company does not anticipate any impairment in the value of IntangibleBusiness and Commercial Rights and related media assets as management consider thatRights/assets can be commercially exploited in different ways to generate the revenue.Management is in continuous process of generating revenue from exploitation of rights indifferent ways. Management estimates that decline in revenue in recent past is temporaryin nature which have potential to get regularized in near future. Management furtherestimates that the said assets during their useful life will be able to generatediscounted cash flow at least equal to the present value of rights/assets in the books.The nature of assets is such that revenue generated from it is unevenly spread during theuseful life of assets. The company is in process of forming a technical team ofexperienced persons to estimate the value in use

During the year under review the Auditor had not reported any fraud under Section143(12) of the Act therefore no detail is required to be disclosed under Section134(3)(ca) of the Act.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed M/s. Pankaj Nigam & Associates Company Secretaries as the SecretarialAuditors to conduct Secretarial Audit of the Company for the financial year 2018-19. TheSecretarial Audit Report for the financial year 2018-19 is appended to this report as“Annexure V”.

During the year under review following were the qualifications along the managementreply of the Secretarial Auditors of the Company.

a) The Board of Directors did not have a woman director for the period April 01 2018to May 29 2018 as is required under Section 149 of the Act.

Management Reply:

The Company had taken diligent and concerted efforts to appoint an appropriate personand subsequently Mrs. Latasha Jadhav was appointed as the Woman Director w.e.f. May 302018 and accordingly complied with the said requirement.

b) The Company has not appointed Internal Auditors during the period under review asrequired under Section 138 of the Act.

Management Reply:

The Company is in process of appointing an appropriate candidate for the said position.

c) The Company does not have a Chief Financial Officer for the period under review asrequired Section 203 of the Act.

Management Reply:

The Company had taken diligent and concerted efforts to appoint an appropriate personand subsequently the Company has appointed Mr. Santosh Thotam as the Chief FinancialOfficer w.e.f. April 18 2019.

d) The Company has not spent the amount required on CSR activities as has been mandatedunder Section 135 of the Act read with the relevant Rules; however as per the Managementthe Company is in the process to identify the appropriate project where the CSR amount canbe spend.

Management Reply:

The average net profit of the last three preceding financial years amounts to Rs23301729/- (Two Crore Thirty Three Lakh One Thousand Seven Hundred Twenty Nine).However during the current financial year the Company has incurred loss. As such theamount of Rs 466035/- is unspent during the year. Further the Company is in the processof identification of various projects in accordance with Schedule VII to the Act and shallincur the required expenditure in accordance with the Companies Act 2013 and the Rulesmade thereunder.

e) Compliance Officer is not a qualified Company Secretary for the period from 16thSeptember 2018 to March 13 2019 as is required under regulation 6 of LODR

Management Reply:

The Company was in the process of appointing an appropriate candidate and subsequentlyMs. Shilpa Jain was appointed w.e.f. March 14 2019 as the Company Secretary and theCompliance Officer of the Company and accordingly complied with said regulation.

f) pursuant to our observation at (a) herein above the composition of the board ofdirectors was not in accordance with the regulation 17(1) on account of vacancy of womandirector till 29th May 2018

Management Reply:

The Company had taken diligent and concerted efforts to appoint an appropriate personand subsequently Mrs. Latasha Jadhav was appointed as the Woman Director w.e.f. May 302018 and accordingly complied with the said regulation.

g) the Chief Executive Officer (CEO) & Chief Financial Officer (CFO) certificate tobe taken Quarterly & yearly under regulation 33 & 17(8) of LODR respectively isnot being signed by CFO as the Company did not have an CFO

Management Reply:

The Company had taken diligent and concerted efforts to appoint an appropriate personand subsequently the Company has appointed Mr. Santosh Thotam as the Chief FinancialOfficer w.e.f. April 18 2019.

MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148(1) of the Act the government has notprescribed maintenance of the cost records in respect of services dealt with by theCompany. Hence the prescribed section for maintenance of cost records is not applicableto the company during the year under review.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Act the company is required toappoint an internal auditor. Despite of constant efforts the Company could not identify asuitable candidate to be appointed as internal auditor of the Company. However theCompany is making rigorous efforts to search for suitable candidate for the said position.

INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to Company Policies safeguardingof assets prevention and detection of frauds and errors the accuracy and completeness ofthe accounting records and timely preparation of reliable financial disclosures.

The Audit Committee in co-ordination with the Board evaluates the Internal FinancialControl Systems and strives to maintain the appropriate Standards of Internal FinancialControl. The details in respect of internal financial control and their adequacy areincluded in the Management Discussion & Analysis Report which forms part of thisAnnual Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There was no order passed by any regulator or court or tribunal which impacts thegoing concern status of the Company or will have any bearing on Company's operations infuture.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTRELATES AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year 2018-19 to which this financial statementsrelates and the date of this Annual Report.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations thefollowing are part of this Annual Report and are appended to this report:

• Management Discussion and Analysis Report (Annexure VI) ;

• Report on Corporate Governance (Annexure VII) ;

• Declaration on Compliance with Code of Conduct;

• Certificate from Practicing Company Secretary that none of the Directors on theboard of the company have been debarred or disqualified from being appointed or to act asdirector of the Company;

• Auditors' Certificate regarding compliance of conditions of CorporateGovernance.

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and therefore hasadopted a “Policy on Prevention Prohibition and Redressal of Sexual Harassment atworkplace” in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder. All thewomen employees either permanent temporary or contractual are covered under the saidpolicy. The said policy is updated internally to all the employees of the Company. AnInternal Committee (IC) has been set up in compliance with the said Act.

The details of the complaints' in relation to the Sexual Harassment of Women atWorkplace filed/disposed/pending is given in the Report on Corporate Governance which isforming part of this Annual Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Act read with the Rule 8 of the Companies(Accounts) Rules 2014 details regarding Conservation of Energy Technology AbsorptionForeign Exchange earnings and outgo for the year under review are as follows:

A. Conservation of Energy

a) Steps taken or impact on conservation of energy The Operations of the Company arenot much energy intensive. However the Company continues to implement prudent practicesfor saving electricity and other energy resources in day-to-day activities.

b) Steps taken by the Company for utilizing alternate sources of energy Though theactivities undertaken by the Company are not much energy intensive the Company shallexplore alternative sources of energy as and when the necessity arises.

c) The capital investment on energy conservation equipment Nil.

B. Technology Absorption

a) The efforts made towards technology absorption the minimum technology required forthe business has been absorbed.

b) The benefits derived like product improvement cost reduction product developmentor import substitution Not Applicable.

c) In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year) Not Applicable.

d) The expenditure incurred on Research and Development - Not Applicable.

C. Foreign Exchange earnings and Outgo

( Rs In Lakh)
Particulars Year ended March 31 2019 Year ended March 31 2018
Foreign Exchange earned 20.38 25.70
Foreign Exchange used - -

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3) (c) of the Act the Board of Directorsstate and confirm that:

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

b. 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 loss of the Company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the applicableSecretarial Standards issued by the ICSI and the Company has complied with all theapplicable provisions of the same during the year under review.

ACKNOWLEDGMENT:

The Board of Directors express their gratitude for the valuable support andco-operation extended by various Government authorities and stakeholders' includingshareholders banks financial institutions viewers vendors and service providers.

The Board also place on record their deep appreciation towards the dedication andcommitment of your Company's employees at all levels and look forward to their continuedsupport in the future as well.

For and on behalf of the Board of Directors
Markand Adhikari
Chairman & Managing Director
DIN: 00032016
Place: Mumbai
Date: August 14 2019