supernova advertising ltd Directors report

TO

THE MEMBERS

SUPERNOVA ADVERTISING LIMITED

Your Directors are pleased to present the Twelfth (12th) Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2020.

		(Rs. in Lakhs)
Particulars	Year ended March 31, 2020	Year ended March 31, 2019
Total Income	9586.22	5187.77
Less: Total Expenditure	9554.13	5175.77
Profit before Taxation	32.08	12.00
Less: Tax Expense	6.45	3.06
Profit for the period	25.63	8.94
Add: Brought forward from previous year	9.49	0.55
Surplus carried to Balance Sheet	35.12	9.49

COMPANY PERFORMANCE

The Companys total income during the year stood at Rs. 9586.22 Lakhs, as compared to Rs. 5187.77 Lakhs in the previous year. The Companys profit before tax is Rs. 32.08 Lakhs during the year, as compared to Rs. 12.00 Lakhs in the previous year. The Company earned a net profit of Rs. 25.63 Lakhs, as against a net profit of Rs. 8.94Lakhs in the previous year.

DIVIDEND

In order to maintain a healthy capital adequacy ratio to support long term growth of Company, Directors has not recommended any Dividend for the Financial Year 2019-20.

AMOUNTS PROPOSED TO CARRY TO THE RESERVES

The Company has not transferred any amount out of the profit earned to reserve account during the year under review. The entire profit earned during the year under review is being carried forward under Profit & Loss Account.

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 of the company which have occurred between the end of the financial year of the company to which the financial year relate and the date of this report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

RISK MANAGEMENT ANDADEQUACY OF INTERNAL CONTROLS

The Companys Internal Control Systems are commensurate with the nature, size and complexity of its business and ensure proper safeguarding of assets, maintaining proper accounting record and providing reliable financial information.

The Directors have laid down internal financial controls to be followed by the Company and such policies and procedures have been adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting record and the timely preparation of reliable financial information.

An external independent firm carries out the internal audit of the Company operations and reports its findings to the Audit Committee on a regular basis. Internal Risk and Control function also evaluates organisational risk along with controls required for mitigating those risks. Internal Audit provides assurance on functioning and quality of internal controls along with adequacy and effectiveness through periodic reporting.

The Company has a Code of Business Conduct for all employees and a clearly articulated and internalized delegation of financial authority. These authority levels are periodically reviewed by management and modifications, if any, are submitted to the Audit Committee and Board for approval. The Company also takes prompt action on any violations of the Code of Business Conduct by its employees.

The Audit Committee reviews the effectiveness of the internal control system and also invites senior management personnel to provide updates on operating effectiveness and controls from time to time. A CEO/CFO Certificate signed by the Whole Time Director of the Company confirms the existence and effectiveness of internal controls and reiterates their responsibilities to report deficiencies to the Audit Committee. The Audit Committee also reviews the Risk management framework periodically and ensures it is updated and relevant.

During the year under review, the Internal Financial Control Audit was carried out by the Statutory Auditors, the Report of which is forming part of this Annual Report.

DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Rules framed there under M/s Agarwal Desai and Shah, Chartered Accountant, (Firm Registration No. 124850W) Statutory Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment till the conclusion of 16^thAnnual General Meeting. Further, they have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

Accordingly, the Board recommends the resolution in relation to appointment of Statutory Auditors, for the approval by the shareholders of the Company.

There is no audit qualification for the year under review.

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed Ms. Kavita Raju Joshi, Practicing Company Secretary (Certificate of Practice No. 8893), as the Secretarial Auditor.

The Secretarial Audit Report for the financial year ended March 31, 2020 is annexed herewith as [Annexure-A] to this report.

DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

As on March 31, 2020 the Company does not have any Subsidiary/Joint Venture/ Associate Companies as per the provisions of the Companies Act, 2013.

SHARE CAPITAL

The Authorised Share Capital of your Company stands at Rs. 11,00,00,000/- divided into 1,10,00,000 Equity shares of Rs. 10/- each. At present the Issued, Subscribed and Paid Up Share Capital of the Company is Rs. 10,21,32,000/- divided into 1,02,13,200 Equity Shares of Rs. 10/- each. During the year under review, the Company has not issued any shares.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 and the same is annexed herewith as [Annexure-B] to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Particulars of Conservation of Energy, Technology Absorption

The Provisions of Section 134(m) of the Act relating to conservation of energy and technology absorption do not apply to this Company as the Company has not carried out any manufacturing activities.

b) Foreign Exchange Earnings and Outgo

During the year under review there was no foreign exchange outgo nor was any foreign exchange earned.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has a duly constituted Board of Directors which is in compliance with the requirements of the Companies Act, 2013, schedules thereto and rules framed there under and also in terms of the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Articles of Association of the Company.

a) Declaration by Independent Directors

All the Independent Directors have given a declaration that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 read with the rules made there under and as per Securities and Exchange Board of India(Listing Obligations & Disclosure Requirements) Regulations, 2015. In the opinion of the Board, they fulfil the conditions of Independence as specified in the Act and the rules made there under.

b) Familiarisation Programme

The Independent Directors are familiarised with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. On appointment, the Independent Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The Director is also explained in detail the various compliances required from him/her as a Director under the various provisions of the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of familiarisation programme are available on the website of the Company viz. www.supernovaads.com.

c) Changes in Directorship/Key Managerial Personnel during the year

Mr. Bhanu Kumar Arvind Goyal (PAN: APJPG7315L) was appointed as CFO of the Company with effect from April 20, 2019.

Mr. Vikash Kumar Singh (DIN: 08438514) was appointed as Managing Director of the Company with effect from May 02, 2019.

Mr. Bhanu Kumar Arvind Goyal (DIN: 06669447) was resigned from the Whole -time Director& CFO of the Company with effect from May 02, 2019 due to his pre-occupation elsewhere.

Mr. Vikash Kumar Singh (PAN: HVEPS8489H) was appointed as CFO of the Company with effect from May 02, 2019 by the Board of Directors of the Company.

The Board places on record their sincere appreciation and gratitude for the assistance and guidance provided by them during their tenure as Directors of the Company.

ANNUAL EVALUATION OF BOARDS PERFORMANCE

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, evaluation of all Board members is done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors. Such performance evaluation process was formulated in consultation with the Nomination and Remuneration Committee and approved by the Board. The performance evaluation, thus, included the following:

a) Criteria for evaluation of Board of Directors as a Whole

• The frequency of meetings;

• The length of meetings;

• The number of committees and their roles;

• The flow of information to board members and between board members;

• The quality and quantity of information;

• The disclosure of information to the stakeholders.

b) Criteria for evaluation of the Individual Directors

• Ability to contribute and monitor corporate governance practices;

• Ability to contribute by introducing best practices to address top management issues

• Participation in long term strategic planning;

• Commitment to the fulfilment of Director obligations and fiduciary responsibilities;

• Guiding strategy;

• Monitoring management performance and development;

• Statutory compliance & Corporate Governance;

• Attendance and contribution at Board/Committee meetings;

• Time spent by each of the member; and

• Core competencies.

The Directors expressed their satisfaction over the evaluation process and results thereof.

THE BOARD OF DIRECTORS

a) Composition and category of Directors

The Board is broad-based and consists of eminent individuals from Industrial, Managerial, Financial and Marketing background. The Company is managed by the Board of Directors in co-ordination with the Senior Management Team. The composition and strength of the Board is reviewed from time to time for ensuring that it remains aligned with statutory as well as business requirements.

The Company has a judicious combination of Executive and Non-Executive Directors. As on March 31, 2020, the Board comprised of Four (4) Directors out of which One (1) is Executive Director and Three (3) are Non-Executive Independent Directors. The Chairman of the Board is Executive Director.

The details of each member of the Board along with the number of Directorship/Committee Membership are given below:

Name	Category of Director	Directorship in other Public Limited Companies	No. of Board Committees in which Chairman/ Member,
			Chairman	Member
Mr. Vikash Kumar Singh	Managing Director	-	-	-
Mr. Naveen Jangid	Independent Director	-	-	-
Mr. Yogesh Kumar Rawal	Independent Director	-	-	-
Ms. Nikita Jangid	Independent Director	-	-	-

Notes:

1. Directorships exclude Private Limited Companies, Foreign Companies and Section 8 Companies.

2. Chairmanship/Membership of Committee only includes Audit Committee and Stakeholder Relationship Committee in other Public Limited Company. Members of the Board of the Company do not have membership of more than ten Board-level Committees or Chairman of more than five such Committees.

3. None of the Directors are inter-se related with each other.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company. The notice and detailed agenda along with the relevant notes and other material information are sent in advance separately to each Director and in exceptional cases tabled at the Meeting with the approval of the Board. This ensures timely and informed decisions by the Board. The Board reviews the performance of the Company vis-a-vis the budgets/targets.The necessary quorum was present for all the meetings.

In the Financial Year 2019-2020, the Board met Nine (9) times. The details of Board Meetings held during the year are listed below. The interval between two Meetings was well within the maximum period mentioned under Section 173 of the Companies Act, 2013 and as per Regulation 17(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Sl. No Date of Board Meeting	Total strength of the Board	No. of Directors present
1. 20.04.2019	3	3
2. 02.05.2019	4	4
3. 14.05.2019	4	4
4. 30.05.2019	4	4
5. 28.08.2019	4	4
6. 28.10.2019	4	4
7. 14.11.2019	4	4
8. 25.01.2020	4	4
9. 14.02.2020	4	4

Attendance at aforesaid Board Meetings, at last Annual General Meeting of each of the Directors as on March 31, 2020is given below:

Name of the Director	Category of Directorship	Attendance at the Board Meeting(s)		Attendance at last AGM
		Held	Attended
Mr. Vikash Kumar Singh	Managing Director	8	8	Yes
Mr. Naveen Jangid	Independent Director	9	9	Yes
Mr. Yogesh Kumar Rawal	Independent Director	9	9	Yes
Ms. Nikita Jhagid	Independent Director	9	9	Yes
Mr. BhanukumarArvind Goyal	Whole time Director	1	1	NA

Note:

i) Mr. Bhanukumar Arvind Goyal was resigned from the whole -time director with effect from 2^nd May, 2019.

ii.) Mr. Vikash Kumar Singh was appointed as Managing Director of the company with effect from 2^nd May, 2019.

MEETINGS OF INDEPENDENT DIRECTOR

During the year under review, the Independent Directors met on February 14, 2020, inter alia, to:

• Evaluate performance of Non-Independent Directors and the Board of Directors as a whole;

• Evaluate performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors;

• Evaluation of the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at this Meeting.

COMMITTEES OF THE BOARD

The Company has constituted/re-constituted various Board level committees in accordance with the requirements of Companies Act, 2013. Details of all the above Committees along with the composition and meetings held during the year under review are provided below.

AUDIT COMMITTEE

Composition:

Audit Committee of the Board of Directors ("the Audit Committee") is entrusted with the responsibility to supervise the Companys internal controls and financial reporting process. The composition, quorum, powers, role and scope are in accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All members of the Audit Committee are financially literate and bring in expertise in the fields of Finance, Taxation, Accounts, etc. It functions in accordance with its terms of reference that defines its authority, responsibility and reporting function.

Meetings and Attendance

The Audit Committee meet four times during the Financial Year 2019-20. The maximum gap between two Meetings was not more than 120 days. The Committee met onMay 30, 2019, August 28, 2019, November 14, 2019 & February 14, 2020. The requisite quorum was present at all the meetings. The Chairman of the Audit Committee was present at the Annual General Meeting of the Company.

The Table below provides the attendance of the Audit Committee members.

Name	Category	Designation	Meeting(s)
			Held	Attended
Mr. Naveen Jangid	Independent Director	Member	4	4
Mr. Yogesh Kumar Rawal	Independent Director	Chairman	4	4
Mr. Vikash Kumar Singh	Managing Director	Member	4	4

The Audit Committee is empowered, pursuant to its terms of reference inter-alia,

1. To investigate any activity within its terms of reference

2. To seek information from any employee

3. To obtain outside legal or other professional advice

4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

5. Oversightof the Companys financial reporting process and the disclosure of its information to ensure that the financial statements are correct, sufficient and credible;

6. Recommending to the Board, the appointment, reappointment and, if required, the replacement or removal of the statutory auditors, fixing of audit fees.

7. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

8. Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

• Matters required to be included in the Directors Responsibility Statement to be included in the Boards Report as per Section 134(3)(c) of the Companies Act, 2013;

• Changes, if any, in the accounting policies and practices and the reasons for the same.

• Major accounting entries involving estimates based on the exercise of judgment by management.

• Significant adjustments made in the financial statements arising out of audit findings;

• Compliance with the Listing Regulations and other legal requirements relating to financial statements;

• Disclosure of any related party transactions; and

• Qualifications in the draft audit report, if any.

9. Reviewing, with the management, the financial statements before submission to the board for approval.

10. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

11. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

12. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing, and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

13. Discussion with the internal auditors any significant findings and follow-up thereon;

14. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

15. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

16. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

17. To review the functioning of the Whistle Blower mechanism, in case if the same is existing.

18. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience &background, etc. of the candidate.

19. Carrying out any other function as mentioned in the terms of reference of the Audit Committee.

20. Mandatorily reviews the following information:

• Management discussion and analysis of financial condition and results of operations;

• Statement of significant related party transactions (as defined by the audit committee), submitted by management;

• Management letters / letters of internal control weaknesses issued by the statutory auditors;

• Internal audit reports relating to internal control weaknesses; and

• The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.

21. Review the Financial Statements of its Subsidiary Company, if any.

22. Review the composition of the Board of Directors of its Subsidiary Company, if any.

23. Review the use/application of funds raised through an issue (public issues, right issues, preferential issues etc.) on a half yearly basis as a part of the half yearly declaration of financial results. Further, review on annual basis statements prepared by the Company for funds utilized for purposes other than those stated in the offer document.

24. In addition, to carry out such other functions/powers as may be delegated by the Board to the Committee from time to time.

NOMINATION AND REMUNERATION COMMITTEE

Composition

The role of the Nomination and Remuneration Committee is governed by its Charter and its composition is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meeting and Attendance

The Committee met once during the financial year 2019-20 on April 20,2019, May 2, 2019. The requisite quorum was present at the Meeting. The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company. The table below provides the attendance of the Nomination & Remuneration Committee.

Name	Category	Designation	Meeting(s)
			Held	Attended
Ms. Nikita Jangid	Independent Director	Chairman	2	2
Mr. Naveen Jangid	Independent Director	Member	2	2
Mr. Yogesh Kumar Rawal	Independent Director	Member	2	2

The Nomination and Remuneration Committee is empowered with the following terms of reference and responsibilities in accordance with the provisions of law and the Nomination and Remuneration Policy:

> The committee recommends to the board the compensation terms of the executive directors.

> The committee to carry out evaluations of every directors performance and recommend to the board his/her appointment and removal based on the performance.

> The committee to identify persons who may be appointed in senior management in accordance with the criteria laid down.

> Framing and implementing on behalf of the Board and on behalf of the shareholders, a credible and transparent policy on remuneration of executive directors including ESOP, Pension Rights and any compensation payment.

> Considering approving and recommending to the Board the changes in designation and increase in salary of the executive directors.

> Ensuring the remuneration policy is good enough to attract, retain and motivate directors.

> Bringing about objectivity in deeming the remuneration package while striking a balance between the interest of the Company and the shareholders.

Remuneration Policy

The success of the organization in achieving good performance and good governing practices depends on its ability to attract and retain individual with requisite knowledge and excellence as executive and non-executive directors. The Nomination and Remuneration Policy of the Company is annexed herewith as [Annexure- C] to this Report.

Details of Remuneration to all Directors

The details of remuneration paid to the Directors for the year ended March 31, 2020 are as under:

Name	Designation	Salary	Perquisites	Sitting Fees	Total
Mr. Vikash Kumar Singh	Managing Director	1,35,000	-	-	1,35,000
Mr. Yogesh Kumar Rawal	Independent Director	-	-	-	-
Mr. Naveen Jangid	Independent Director	-	-	-	-
Ms. Nikita Jangid	Women, Independent Director

Disclosure pursuant to Part-II, Section-II, 3^rd Provision, Point No-IV of Schedule-V under Section 196 and 197 of all the Directors

> All elements of remuneration package such as salary, benefits, bonuses, stock options, pension etc of all the Directors- As stated above

> Details of fixed component and performance linked incentives along with performance criteria- Nil

> Service Contracts, notice period, severance fees- Not Applicable

> Stock options details, if any and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable- Not Applicable

Performance Evaluation of Board, its Committees and Directors

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance and that of its Committees and Individual Directors.

The performance of the Board and Individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee members. The Nomination and Remuneration Committee reviewed the performance of the Individual Directors.

A separate meeting of Independent Directors was also held to review the performance of the Board, Non-Independent Directors and Chairman of the Company taking into account the views of Executive Directors and Non-Executive Directors.

The criteria for performance evaluation of the Board include aspects like Board composition and structure, effectiveness of Board processes, information and functioning, etc. The criteria for performance evaluation of committees of the Board include aspects like composition of committees, effectiveness of committee meetings, etc. The criteria for performance evaluation of the Individual Directors include aspects like contribution to the Board and Committee Meetings, professional conduct, roles and functions, etc. In addition, the performance of Chairman is also evaluated on the key aspects of his roles and responsibilities.

STAKEHOLDER RELATIONSHIP COMMITTEE

Composition

The composition of the Stakeholder Relationship Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meeting & Attendance

The Committee met One (1) times during the financial year 2019-2020 on January 25, 2020. The constitution of the Stakeholders Relationship Committee of the Board of Directors of your Company along with the details of the meetings held and attended by the members of the Committee during the financial year 2019-20 is detailed below:

Name	Category	Designation	Meeting(s)
			Held	Attended
Mr. Yogesh Kumar Rawal	Independent Director	Chairman	1	1
Mr. Naveen Jangid	Independent Director	Member	1	1
Mr. Vikash Kumar Singh	Managing Director	Member	1	1

The Board has clearly defined the terms of reference for this committee. The Committee looks into the matters of Shareholders/Investors grievances along with other matters or any other duties that may be delegated to the Committee by the Board of Directors from time to time.

The Secretarial Department of the Company and the Registrar and Share Transfer Agent, M/s Skyline Financial Services Private Limited attend to all grievances of the shareholders received directly or via any other authority. The Minutes of the Stakeholders Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings.

Continuous efforts are made to ensure that grievances are more expeditiously redressed to the complete satisfaction of the Investors. Shareholders are requested to furnish their updated telephone numbers and e-mail addresses to facilitate prompt action.

Details pertaining to the number of complaints received and responded and the status thereof during the financial year 2019-2020 are given below:

No. of Complaints received during the year	-
No. of Complaints resolved during the year	-
No. of Complaints pending at the end of the year	-

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Board has adopted a Whistle Blower Policy to maintain highest standards of professionalism, honesty, integrity, ethical behaviour and to provide a vigil mechanism for Directors/Employees to voice concern in a responsible and effective manner regarding unethical matters involving serious malpractice, abuse or wrongdoing within the organisation. The Company affirms that during the year no personnel have been denied access to the Audit Committee.

The Whistle Blower Policy is available on the website of the Company viz.www.supernovaads.com.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company as an organization is committed to provide a healthy environment to all employees and thus does not tolerate any discrimination and/or harassment in any form. The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013.

No complaints were received during the financial year 2019-2020.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any Loans, Guarantees or Investments or provided security in terms of Section 186 of the Companies Act, 2013 during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into during the financial year 2019-20 with Related Parties as defined under the Companies Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any transaction referred to in Section 188 of the Companies Act, 2013 with related parties which could be considered material under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable.

Necessary disclosures required under the Accounting Standards (AS-18) have been made in the Notes to Financial Statements.

As required under Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Related Party Transactions Policy which is available at the website of the Company viz. www.supernovaads.com.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

A statement containing the details of the Remuneration of Directors, Key Managerial Personnel (KMP) and Employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as [Annexure-D]to this Report.

The Company have no employee drawing a remuneration of Rs. 102,00,000/- (Rupees One Crore & Two Lakhs) per annum or part thereof in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise platform is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence no corporate governance report is disclosed in this Annual Report. It is pertinent to mention that the Company follows majority of the provisions of the corporate governance voluntarily.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as [Annexure-E] to this Report.

RISK AND MITIGATING STEPS

The Company has identified various risks faced by the Company from different areas. Appropriate structures are present so that risks are inherently monitored and controlled inter alia through strict quality assurance measures.

The Company has adequate internal control system and procedures to combat risks. The risk management procedure is reviewed by the Audit Committee and Board of Directors on regular basis as and when required.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 (including any statutory modification(s) or reenactments) for the time being in force), the Directors of your Company confirm that:

> in the preparation of the Annual Accounts for the financial year ended March 31, 2020, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), have been followed and there are no material departures from the same;

> the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2020 and of the profit & loss of the Company for the Financial Year March 31, 2020;

> the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

> the annual accounts have been prepared on a ‘going concern basis;

> proper internal financial controls laid down by the Directors were followed by your Company and that such internal financial controls are adequate and operating effectively; and

> proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, co-operation and dedication during the year.

The Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

	For and on behalf of the Board
	VIKASH KUMAR SINGH
Place: Mumbai	Managing Director
Date: August 31, 2020	DIN:08438514