Your Directors have pleasure in presenting the 34th Annual Report of yourCompany together with the Audited Statements of Accounts for the year ended 31stMarch 2017.
| || ||( ` in Lakh) |
| ||Year Ended ||Year Ended |
|Financial Results || || |
| ||31.03.2017 ||31.03.2016 |
|Income ||22.21 ||8.12 |
|Profit/(Loss) before Tax & Extraordinary Items ||(14.83) ||(15.08) |
|Less : Provision for Taxation (Including Deferred Tax) ||0.00 ||0.00 |
|Profit/(Loss) afterTax ||(14.83) ||(15.08) |
|Add : Prior Period Adjustments ||0.92 ||- |
|Add : Balance brought forward from Previous Year ||(2587.68) ||(2572.60) |
|Balance carried forward to Next Year ||(2601.59) ||(2587.68) |
OVERVIEW OF ECONOMY
India is projected to grow by 7.7 per cent in fiscal 2017 remaining the fastestgrowing large developing economy as it benefits from strong private consumption andgradual introduction of significant domestic reforms a United Nations report said. Thereport said India has positioned itself as the most dynamic emerging economy among thelargest countries and is expected to remain the fastest growing on the back of robustprivate consumption and significant domestic reforms gradually being implemented by thegovernment. It estimated that in the 2016 fiscal India grew by 7.6 per cent. In India"investment demand is expected to slightly pick up helped by monetary easinggovernment efforts towards infrastructure investments and public-private partnerships andthe implementation of domestic reforms such as the introduction of the Goods and ServicesTax (GST) Bill" the report said.It added that the GST reform constitutes a"major change" by establishing a new uniform tax rate.
pERFORMANCE HIGHLIGHTS & OUTLOOk
The performance of the Company for the year was continued to be disappointed due tolack of availability of working capital.
Gross Sales/Revenue for the year was stood at ` 22.21 lakh in comparison to lastfinancial year's revenue of ` 8.12 lakh. In term of Net Profit/(Loss) the Company hassuffered net loss of ` (14.83) lakh in comparison to last years' loss of ` (15.08) lakh.
Outlook for next financial year is looking bearish and there is very little hope ofrevival.
DIVIDEND AND RESERVES
Due to carried forward losses and because of losses earned during the year yourDirectors do not recommend any Dividend during the year under review.
During the year under review nil amount was being transferred to General Reserves.
The paid up Equity Share Capital as on March 31 2017 was ` 18.5554 Crore. During theyear under review the
Company has not issued shares with differential voting rights nor granted stock optionsnor sweat equity. As on March 31 2017 none of the Directors and/or Key Managerial Personof the Company hold instruments convertible in to Equity Shares of the Company.
FINANCE AND ACCOUNTS
Your Company prepares its financial statements in compliance with the requirements theCompanies Act 2013 and the Generally Accepted Accounting Principles (GAAP) in India. Thefinancial statements have been prepared on historical cost basis. The estimates andjudgments relating to the financial statements are made on a prudent basis so as toreflect in a true and fair manner the form and substance of transactions and reasonablypresent the Company's state of affairs profits/(loss) and cash flows for the year ended31st March 2017. The Company continues to focus on judicious management of itsworking capital receivables inventories and other working capital parameters were keptunder strict check through continuous monitoring.
There is no audit qualification in the standalone financial statements by the statutoryauditors for the year under review.
pARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.
The Company does not have any material subsidiary whose net worth exceeds 20% of theconsolidated net worth of the holding company in the immediately preceding accounting yearor has generated 20% of the consolidated income of the Company during the previousfinancial year. Accordingly a policy on material subsidiaries has not been formulated.
All transactions entered into with Related Parties as defined under the Companies Act2013 and Regulation 23 of Listing Regulations; during the financial year were in theordinary course of business and on an arm's length pricing basis and do not attract theprovisions of Section 188 of the Companies Act 2013 and the Rules made thereunder are notattracted and thus disclosure in term of Section 134(3)(h) r/w Rule 8(2) of the Companies(Accounts) Rules 2014 and under Regulation 34(3) & 53(f) Para A of Schedule V ofSEBI (LODR) Regulations 2015 is attached as Annexure I. Further there are no materiallysignificant transactions with related parties during the financial year which were inconflict with the interest of the Company. Suitable disclosure as required by theAccounting Standards (AS18) has been made in the notes to the Financial Statements. Thepolicy on Related Party Transactions as approved by the Board is uploaded on the Company'swebsite.
MANAGEMENT DISCUSSIONS & ANALYSIS
The Management Discussion and Analysis on the operations of the Company as prescribedunder Part B of Schedule V read with regulation 34(3) of the Listing Regulations 2015 isprovided in a separate section and forms part of the Directors' Report.
CHANGE IN NATURE OF BUSINESS IF ANY.
There are no changes in the nature of business in the financial year 2016-17.
The Board of Directors have laid down the manner for carrying out an annual evaluationof its own performance its various Committees and individual directors pursuant to theprovisions of the Act and relevant Rules and the Corporate Governance requirements are incompliance with Regulation 17 of Listing Regulations 2015. The performance of the Boardwas evaluated by the Board after seeking inputs from all the Directors on the basis ofvarious criteria such as Board Composition process dynamics quality of deliberationsstrategic discussions effective reviews committee participation governance reviews etc.The performance of the Committees was evaluated by the Board after seeking inputs from theCommittee members on the basis of criteria such as Committee composition processdynamics deliberation strategic discussions effective reviews etc. The Nomination andRemuneration Committee reviewed the performance of the individual Directors on the basisof the criteria such as transparency analytical capabilities performance leadershipethics and ability to take balanced decisions regarding stakeholders etc.
NUMBER OF MEETINGS OF THE BOARD
The details of the Board Meetings and other Committee Meetings held during thefinancial year 2016-17 are given in the separate section of Corporate Governance Report.
All Committees of the Board of Directors are constituted in line with the provisions ofthe Companies Act 2013 and applicable regulations of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
There is no change in Management of the Company during the year under review.
During the year under review there is no change in the composition of Board ofDirectors of the Company.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 (b) of Listing Regulations.
Further none of the Directors of the Company are disqualified under sub-section (2) ofSection 164 of the Companies Act 2013.
As per provisions of Section 149 of the 2013 Act independent directors shall holdoffice for a term up to five consecutive years on the board of a company but shall beeligible for re-appointment for another term up to five years on passing of a specialresolution by the company and disclosure of such appointment in Board's Report. FurtherSection 152 of the Act provides that the independent directors shall not be liable toretire by rotation in the Annual General Meeting (AGM') of the Company.
As per requirements of Regulation 25 of Listing Regulations a person shall not serveas an independent director in more than seven listed entities: provided that any personwho is serving as a whole time director in any listed entity shall serve as an independentdirector in not more than three listed entities. Further independent directors of thelisted entity shall hold at least one meeting in a year without the presence ofnon-independent directors and members of the management and all the independent directorsshall strive to be present at such meeting.
|DETAILS OF DIRECTORS / kMp AppOINTED AND RESIGNED DURING THE YEAR |
|Sl. No. ||Name ||Designation ||Date of Appointment ||Date of Resignation |
|1. ||- ||- ||- ||- |
SIGNIFICANT AND MATERIAL ORDERS pASSED BY THE REGULATORS TRIBUNALS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL pOSITION BETWEEN THE
END OF THE FINANCIAL YEAR AND DATE OF REpORT
There have been no material changes and commitments affecting the financial position ofthe Company between the end of Financial Year and date of the report.
DIRECTORS RESpONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanationsobtained your Directors make the following statement in terms of Section 134(3)(c) of theCompanies Act 2013: 1. that in the preparation of the Annual Accounts for the year endedMarch 31 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any; 2. the directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 31 2017 and of the profit of the Company for the year ended onthat date; 3. that the Directors have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; 4. the annual accounts have been prepared on a going concern basis;5. that 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 6. that the Directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
Innovation and Technology are synonymous with the Company. The investment in technologyacts as a catalyst and enables the Company to be innovative.
BUSINESS RISk MANAGEMENT
Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee.However provision of Regulation 21 of Listing Regulations for constitution of RiskManagement Committee is not applicable to the Company.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
Your Company has an Internal Control System which is commensurate with the sizescale scope and complexity of its operations. To maintain its objectivity andindependence an independent firm of Chartered accountants has been appointed as theInternal Auditors who report to the Chairman of the Audit Committee of the Board. TheInternal Auditors monitor and evaluate the efficacy and adequacy of internal controlsystem in your Company its compliance with operating systems accounting procedures andpolicies of your Company. Based on the report of the Internal Auditors placed before theAudit Committee process owners undertake corrective action in their respective areas andthereby strengthen the controls. The internal controls have been reported by the Auditorsto be adequate and effective during the year.
VIGIL MECHANISM / WHISTLE BLOWER pOLICY
The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website of the Company i.e.www.warnermultimedia .in
RESEARCH & DEVELOpMENT
The Company believes that technological obsolescence is a reality. Only progressiveresearch and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation. During the year underreview expenditure on research and development is not significant in relation to thenature size of operations of your Company.
AUDITORS Statutory Auditors
Existing Auditors M/s B. S. Kedia & Co. Chartered Accountants Kolkata who areretiring in ensuring Annual General Meeting have expressed their un-willingness tore-appoint themselves as Auditors of the Company.
In place of existing Auditors the Audit Committee recommended M/s Deepak Acharya &Associates (FRN 329654E) Chartered Accountants Kolkata for appointment to audit theaccounts of the Company from the conclusion of the 34th Annual General Meetingup to the conclusion of the 39th consecutive Annual General Meeting (subject toratification by the members at every subsequent AGM). As required under the provisions ofSection 139 & 142 of the Companies Act 2013 the Company has obtained writtenconfirmation under Rule 4 of the Companies (Audit and Auditors) Rules 2014 from M/s.Deepak Acharya & Associates; that they are eligible for appointment as auditors andare not disqualified for appointment under the Companies Act 2013 the CharteredAccountants Act 1949 or the rules and regulations made there-under.
The proposed appointment is as per the term and within the limits laid down by or underthe authority of the Companies Act 2013 and that there are no proceedings pending againstthem or any of their partners with respect to professional conduct.
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 Ms. Sinu Surolia Company Secretaries in Practice (C. P. No. 17293) to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit Report isannexed in this Annual Report as Annexure II.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 extract ofthe Annual Return for the financial year ended 31st March 2017 made under the provisionsof Section 92(3) of the Act is attached as Annexure III to this report.
pARTICULARS OF EMpLOYEES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thesame is not applicable to the Company as none of employee is drawing remuneration inexcess of the limits set out in the said rules and thus no disclosure has been provided inthis Annual Report.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 by way of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2016 dated June 30 2016 ("Amended ManagerialRemuneration Rules 2016") the report is not applicable to the Company.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORkpLACE (pREVENTION pROHIBITION& REDRESSAL) ACT 2013 READ WITH RULES
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules thereunder the Companyhas not received any complaint of sexual harassment during the year under review. pARTICULARSUNDER SECTION 134(3)(m) OF THE COMpANIES ACT 2013
Since the Company is into the business of Financing and Investment activities in Sharesand Securities; the information regarding Conservation of Energy Technology AbsorptionAdoption and Innovation as defined under section 134(3) (m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is reported to be NIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings during the yearunder review. pUBLIC DEpOSITS
During the year under review your Company has not accepted any deposits from thepublic within the meaning of section 73 of the Companies Act 2013 and the rules thereunder.
REpORT ON CORpORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company together with a certificate from the Company's Auditorsconfirming compliance forms an integral part of this Report.
Statements in this Directors' Report and Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.
Your Directors wish to place on record their appreciation towards the contribution ofall the employees of the Company and their gratitude to the Company's valued customersbankers vendors and members for their continued support and confidence in the Company.
|Kolkata May 30 2017 ||By order of the Board |
| ||For Warner Multimedia Limited |
|Registered Office : ||Jagdish prasad purohit |
|P-27 Princep Street 3rd Floor ||(DIN : 00083125) |
|Kolkata-700 072. ||Chairman & Managing Director |