Warner Multimedia Ltd.
|BSE: 511690||Sector: Financials|
|NSE: N.A.||ISIN Code: INE407B01017|
|BSE 00:00 | 28 Feb||Warner Multimedia Ltd|
|NSE 05:30 | 01 Jan||Warner Multimedia Ltd|
|BSE: 511690||Sector: Financials|
|NSE: N.A.||ISIN Code: INE407B01017|
|BSE 00:00 | 28 Feb||Warner Multimedia Ltd|
|NSE 05:30 | 01 Jan||Warner Multimedia Ltd|
Warner Multimedia Limited
Your Directors have pleasure in presenting the 39th Annual Report of yourCompany together with the Audited Statements of Accounts for the year ended March 312022.
( in Lakh)
Total revenue for the year stood at Nil in comparison to last years revenue ofNil. In term of Profit before taxation the Company has earned a Profit/(Loss) of (7.35)lakh in comparison to last years Profit/(Loss) of (9.62) lakh. Profit/(Loss) afterTax and Extra-Ordinary Items stood at (7.35) lakh in comparison to last financialyears Profit/(Loss) of (9.62) lakh.
In view of Losses your Directors do not propose any dividend for the year underreview.
The paid up Equity Share Capital as on March 31 2022 was 18.5554 Crore. During theyear under review the Company has not issued any share with differential voting rights;nor granted stock options nor sweat equity. As on March 31 2022 none of the Directorsand/or Key Managerial Person of the Company hold instruments convertible in to EquityShares of the Company.
The General Reserve is used from time to time to transfer profits from retainedearnings for appropriation purposes. As the General reserve is created by a transfer fromone component of equity to another and is not an item of other comprehensive income itemsincluded in the General reserve will not be reclassified subsequently to the statement ofprofit and loss.
During the year under review Nil was transferred to General Reserve.
FINANCE AND ACCOUNTS
As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on March 31 2022 has been prepared in accordance with the Indian AccountingStandards (IND AS) notified under Section 133 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014. The estimates and judgements relating to the FinancialStatements are made on a prudent basis so as to reflect in a true and fair manner theform and substance of transactions and reasonably present the Companys state ofaffairs profits and cash flows for the year ended March 31 2022. Accounting policieshave been consistently applied except where a newly issued accounting standard ifinitially adopted or a revision to an existing accounting standard requires a change inthe accounting policy hitherto in use. Management evaluates all recently issued or revisedaccounting standards on an ongoing basis. The Company discloses standalone financialresults on a quarterly basis which are subjected to limited review and publishesstandalone audited financial results on an annual basis. The Company continues to focus onjudicious management of its working capital receivables inventories and other workingcapital parameters were kept under strict check through continuous monitoring. There is noaudit qualification in the standalone financial statements by the statutory auditors forthe year under review.
Your Company is into the business of Investments in Equity Shares in accordance withthe Accounting Standard 17 notified by Companies (Accounting Standards) Rules 2006.
PARTICULARS OF LOANS GUARANTEES & 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.
RELATED PARTY TRANSACTIONS
All transactions entered into with related parties as defined under the Companies Act2013 during the financial year were in the ordinary course of business and on anarms length pricing basis and do not attract the provisions of Section 188 of theCompanies Act 2013. There were no materially significant transactions with the relatedparties during the financial year which were in conflict with the interest of theCompany. The requisite details under Form AOC-2 in Annexure III have been providedelsewhere in this Report. Suitable disclosure as required by the Accounting Standard(Ind-AS 24) has been made in the notes to the Financial Statements. All Related PartyTransactions are placed before the Audit Committee for approval. Omnibus approval wasobtained on a yearly basis for transactions which are of repetitive nature. Transactionsentered into pursuant to omnibus approval are verified by the Risk Assurance Departmentand a statement giving details of all Related Party Transactions are placed before theAudit Committee and the Board for review and approval on a quarterly basis. None of theDirectors has any pecuniary relationships or transactions vis-a-vis the Company TheCompany has put in place a mechanism for certifying the Related Party TransactionsStatements placed before the Audit Committee and the Board of Directors from anIndependent Chartered Accountant Firm. The Policy on Related Party Transactions asapproved by the Board of Directors has been uploaded on the website of the Company. Noneof the Directors has any pecuniary relationship or transactions vis-a-vis the Companyexcept remuneration and sitting fees.
MANAGEMENT DISCUSSION & 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 2021-22.
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations. The performance of the Board was evaluated by the Board after seekinginputs from all the directors on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc. Theperformance of the committees was evaluated by the board after seeking inputs from thecommittee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc. The above criteria are broadly based on theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017. In Compliance with Section 149 (7) read with Schedule IV of the CompaniesAct 2013 and Regulations 25(3) of the SEBI LODR Regulations 2015 a separate BoardMeeting of Independent Directors of the Company was held on March 3 2022 wherein thefollowing items in agenda were discussed:
reviewed the performance of Non-Independent Directors and the Board as a whole.
reviewed the performance of the Chairperson of the company taking into accountthe views of Executive Directors and Non-Executive Directors;
Assessed the quality quantity and timeliness of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
The Board evaluates its composition to ensure that the Board has the appropriatemix of skills experience independence and knowledge to ensure their continuedeffectiveness. In the table below the specific areas of focus or expertise of individualBoard members have been highlighted.
Matrix setting out the skills/expertise/competence of the Board of Directors
NUMBER OF MEETINGS OF THE BOARD
The details of the Board Meetings and other Committee Meetings held during thefinancial year 2021-22 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 Mr. Dhruva Narayan Jha has resigned from the Board due to their othercommitments and in his place the Board has appointed Anupam Shrivastava as an IndependentDirector to fill up casual vacancy. Apart from said sole change there is no change incomposition of Board during the year. The details of programme for familiarization ofIndependent Directors with the Company nature of the business segments in which theCompany operates and related matters are put up on the website of the Company
INDEPENDENT DIRECTORS & KMPs
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 Boards Report.Further Section 152 of the Act provides that the independent directors shall not be liableto retire 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.
In the opinion of the Board the Independent Directors possess the requisite expertiseand experience and are the persons of high integrity and repute. They fulfill theconditions specified in the Companies Act 2013 and the Rules made thereunder and areindependent of the management. The Independent Directors have confirmed that they havecomplied with the Companys Code of Business Conduct & Ethics.
There was no change in the composition of Board during the current financial howeverchanges in the KMPs has been stated herein below-
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT IF ANY
Independent Directors of the Company have confirmed compliance of relevant provisionsof Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules 2014. TheNomination and Remuneration Committee had adopted principles for identification of KeyManagerial Personnel Senior Management including the Executive Directors.
Further all the Independent Directors have submitted their disclosures to the Boardthat they fulfil all the requirements as stipulated in Section 149(6) of the CompaniesAct 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 so as to qualify themselves to be appointed asIndependent Directors under the provisions of the Companies Act 2013 and the relevantrules. In terms of Regulation 25(8) of Listing Regulations they have confirmed that theyare not aware of any circumstance or situation which exists or may be reasonablyanticipated that could impair or impact their liability to discharge their duties. Basedon the declaration received from Independent Directors the Board of Directors haveconfirmed that they meet the criteria of Independence as mentioned under Section 149 ofthe Companies Act 2013 and Regulation 16(1)(b) of Listing Regulations and they areindependent of the management.
EVALUATION OF DIRECTORS BOARD AND COMMITTEES
The Nomination and Remuneration Committee (NRC) of the Company has devised a policy forperformance evaluation of the individual directors Board and its Committees whichincludes criteria for performance evaluation.
Pursuant to the provisions of the Act and the Listing Regulations and based on policydevised by the NRC the Board has carried out an annual performance evaluation of its ownperformance its committees and individual directors. The Board performance was evaluatedbased on inputs received from all the Directors after considering criteria such as Boardcomposition and structure effectiveness of Board and information provided to the Boardetc.
The performance of the committees was evaluated by the Board of Directors based oninputs received from all the committee members after considering criteria such ascomposition and structure of committees effectiveness of committee meetings etc.
Pursuant to the Listing Regulations performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.
A separate meeting of the Independent Directors was also held for the evaluation of theperformance of non-independent Directors performance of the Board as a whole and that ofthe Chairman of the Board.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS TRIBUNALS OR COURTS
Following are the details of Orders passed by Regulators Tribunals or Courts
The Shares of the Company are placed under restricted trading zone due toongoing Forensic Audit as well as due to non-payment of Listing Fees for last threefinancial years.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL 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
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the Board ofDirectors confirms that:
1. In the preparation of the annual accounts for the year ended 31 March 2022 all theapplicable accounting standards prescribed by the Institute of Chartered Accountants ofIndia have been followed along with proper explanation relating to material departures ifany;
2. the directors had 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 as at March 31 2022 and of the profit ofthe Company for the year ended on that date;
3. that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
4. that the Directors had prepared the annual accounts 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 compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
BUSINESS RISK MANAGEMENT
As an NBFC the Company is exposed to credit liquidity and interest rate risk. On theother hand investment in Stock Market both in Quoted and Unquoted Shares have the riskof change in the price and value both in term of up and down and thus can affect theprofitability of the Company.
Risk management is embedded in your Companys operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Companys 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 the Company is not required to constitute Risk Management Committee underListing Regulations 2015.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants including the audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the audit committeethe Board is of the opinion that the Companys internal financial controls wereadequate and effective during FY 2021-22.
NOMINATION REMUNERATION AND BOARD DIVERSITY POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The Policy broadly lays down the guiding principles philosophy and the basis for paymentof remuneration to Executive and Non-executive Directors (by way of sitting fees andcommission) Key Managerial Personnel Senior Management and other employees. The policyalso provides the criteria for determining qualifications positive attributes andIndependence of Director and criteria for appointment of Key Managerial Personnel / SeniorManagement and performance evaluation which are considered by the Nomination andRemuneration Committee and the Board of Directors while making selection of thecandidates. The above policy has been posted on the website of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In Compliance of the Companies Act 2013 and Regulation 22 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company has adopted a Whistle BlowerPolicy / Vigil Mechanism and has established the necessary vigil mechanism for DirectorsEmployees and Stakeholders of the Company to report genuine concerns about unethicalbehavior actual or suspected fraud or violation of the Companys code of conduct orethics policy. The Company has disclosed the policy on the website of the Company i.e.www.warnermultimedia.in
Innovation and Technology are synonymous with the Company. The investment in technologyacts as a catalyst and enables the Company to be innovative.
Mr. Sarbananda Gattani Prop. S. Gattani & Co. Chartered Accountants Kolkata(FRN - 326788E) who was a Statutory Auditors of the Company has left for heaven duecritical illness. Further in order to fill the casual vacancy the Company has appointedM/s Mahato Prabir & Associates (FRN 325966E) as Statutory Auditors of the Company fora period of 5 years i.e. up to 43rd Annual General Meeting. As required underthe provisions of Section 139 & 142 of the Companies Act 2013 the Company hasobtained written confirmation under Rule 4 of the Companies (Audit and Auditors) Rules2014 from M/s. Mahato Prabir & Associates; that they are eligible for appointment asauditors and are not disqualified for appointment under the Companies Act 2013 theChartered Accountants 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.
The Report given by M/s. Mahato Prabir & Associates on the financial statement ofthe Company for the FY 2021-22 is part of the Annual Report. The Notes on financialstatement referred to in the Auditors Report are self-explanatory and do not callfor any further comments. The Auditors Report does not contain any qualificationreservation adverse remark or disclaimer. During the year under review the Auditors hadnot reported any matter under Section 143 (12) of the Act therefore no detail is requiredto be disclosed under Section 134 (3) (ca) of the Act.
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 hasre-appointed Mr. Sanjay Kumar Vyas Company Secretaries in Practice (C. P. No. 21598) toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Reportin the prescribed Form MR-3 is annexed in this Annual Report as Annexure II. Details ofqualification reservation or adverse remark have been provided on Page No. 28-30 in Formof MR-3 forming part of the Annual Report.
During the year your Company has complied with applicable Secretarial Standards i.e.SS-1 and SS-2 relating to Meetings of the Board of Directors andGeneral Meetings respectively.
In addition to the above and pursuant to SEBI circular dated 8 February 2019 a reporton secretarial compliance by Mr. Sanjay Kumar Vyas for the FY2021-22 has been submittedwith stock exchanges.
Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompanys internal control system is commensurate with its size scale andcomplexities of its operations. The internal and operational audit is entrusted to M/sManabendra Bhattacharyya & Co. Chartered Accountant Firm Kolkata (FRN 302030E). Themain thrust of internal audit is to test and review controls appraisal of risks andbusiness processes besides benchmarking controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism.
The Audit Committee of the Board of Directors Statutory Auditors and the KeyManagerial Personnel are periodically apprised of the internal audit findings andcorrective actions taken. Audit plays a key role in providing assurance to the Board ofDirectors. Significant audit observations and corrective actions taken by the managementare presented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.
EXTRACT OF ANNUAL RETURN
In terms of Section 92(3) of the Companies Act 2013 and Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return of the Company is attachedas Annexure III to this report.
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 this is tocertify and declare that there was no case of sexual harassment during the year underreview. Neither there was a case pending at the opening of Financial Year nor has theCompany received any Complaint during the year.
STATUTORY INFORMATION AND OTHER DISCLOSURES
Since the Company is into the business of financing (NBFC activities) and investmentactivities in Shares and Securities; the information regarding Conservation of EnergyTechnology Absorption Adoption and Innovation as defined under section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 isreported to be NIL.
The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedas Annexure V and forms an integral part of this Report. A statementcomprising the names of top employees in terms of remuneration drawn and every personsemployed throughout the year who were in receipt of remuneration in terms of Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed as Annexure VI and forms an integral part of this annual report. Theabove Annexure is not being sent along with this annual report to the members of theCompany in line with the provisions of Section 136(1) of the Act. Members who areinterested in obtaining these particulars may write to the Company Secretary at theCorporate Office of the Company. The aforesaid Annexure is also available for inspectionby Members at the Corporate Office of the Company 21 days before and up to the date ofthe ensuing Annual General Meeting during the business hours on working days.
None of the employees listed in the said Annexure is a relative of any Director of theCompany. None of the employees hold (by himself or along with his spouse and dependentchildren) more than two percent of the Equity Shares of the Company.
BUSINESS RESPONSIBILITY REPORT
As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchangesthe disclosure of Report under of Regulation 34(2) of the Listing Regulations is notapplicable to the Company for the year under review.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings during the yearunder review.
During the period under review your Company did not accept / renew any deposits withinthe meaning of Section 73 of the Companies Act 2013 and the rules made there under and assuch no amount of principal or interest was outstanding as on the balance sheet date.Further The Company did not hold any public deposits at the beginning of the year nor hasit accepted any public deposits during the year under review.
MAINTENANCE OF COST RECORDS
The maintenance of cost records for the services rendered by the Company is notrequired pursuant to Section 148(1) of the Companies Act 2013 read with Rule 3 ofCompanies (Cost Records and Audit) Rules 2014.
The Notes on Financial Statement referred in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report doesnot contain any qualification reservation adverse remark or disclaimer for the FinancialYear 2021-22.
REPORTING OF FRAUDS BY AUDITORS
During the year under review the Statutory Auditors and the Secretarial Auditors havenot reported any instances of frauds committed in the Company by its officers or employeesof Audit Committee under Section 143(12) of the Companies Act 2013 details of whichneeds to be mentioned in this Report.
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 CompanysAuditors confirming compliance forms an integral part of this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with the applicablemandatory Secretarial Standards issued by the Institute of Company Secretaries of India.
During the year there were no transaction requiring disclosure or reporting in respectof matters relating to: (a) details relating to deposits covered under Chapter V of theAct; (b) issue of equity shares with differential rights as to dividend voting orotherwise; (c) issue of shares (including sweat equity shares) to employees of the Companyunder any scheme; (d) raising of funds through preferential allotment or qualifiedinstitutions placement; (e) significant or material order passed by the Regulators orCourts or Tribunals which impact the going concern status and Companys operations infuture; (f) pendency of any proceeding under the Insolvency and Bankruptcy Code 2016; and(g) instance of one-time settlement with any bank or financial institution.
Statements in this Directors Report and Management Discussion and Analysisdescribing the Companys objectives projections estimates expectations orpredictions may be forward-looking statements within the meaning of applicablesecurities laws and regulations. Actual results could differ materially from thoseexpressed or implied.
Your Directors place on record their sincere appreciation for the assistance andguidance provided by the Reserve Bank of India the Ministry of Corporate Affairs theSecurities and Exchange Board of India government and other regulatory Authorities stockexchanges other statutory bodies Companys bankers Members and employees of theCompany for the assistance cooperation and encouragement and continued support extendedto the Company. Your Directors also gratefully acknowledge all stakeholders of the Companyviz. customers members dealers vendors banks and other business partners for theexcellent support received from them during the year. Our employees are instrumental inhelping the Company scale new heights year after year. Their commitment and contributionis deeply acknowledged. Your involvement as shareholders is also greatly valued. YourDirectors look forward to your continuing support.