To,
The Members,
Your Directors have pleasure in presenting their 23rdAnnual report on the
business and operations of the Company and the accounts for the Financial Year ended March
31, 2017.
1. FINANCIAL RESULTS:
The Financial Performance of your Company for the year ended March 31, 2017 is
summarized below:
| Particulars (Standalone) |
(Amount in INR/lakhs) |
|
2016-17 |
2015-16 |
| Total Income |
1706.30 |
5100.86 |
| Total Expenditure |
7143.55 |
4910.23 |
| Profit before exceptional items and Tax |
-5437.24 |
190.63 |
| Less: Exceptional Items |
-- |
-- |
| Profit before Tax |
-5437.24 |
190.63 |
| Less: Current Tax |
- |
76.50 |
| Earlier Year Short Tax Provision |
- |
- |
| Deferred Tax |
(1195.92) |
(11.73) |
| Net Profit after Tax |
-4241.31 |
125.85 |
2. OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE
During the year under review, the Companys performance has been drastically declined
and recorded a total Income of INR 1,706.30 lakhs as against INR 5,100.86 lakhs in the
previous year.
3. DIVIDEND:
Due to losses, your directors do not propose any dividend for the financial year
2016-17.
3. RESERVES:
There are no amounts transferred to Reserves during the year under review.
4. INFORMATION ON THE STATE OF COMPANYS AFFAIR:
During the year under review, the revenue of the company has been drastically declined.
Revenue of the company has been drastically reduced due to following reason:-
• Due to Demonetization, TVC revenue has decreased as mass was out of cash and
economy was imbalance and hence TVC couldnt perform their motive in revenue recognition.
• Contract with Sahara India Ltd was terminated as there was no scope of revenue
on the channel.
Your Directors are continuously looking for avenues for future growth of the Company in
the Broadcast management and Content Syndication business.
5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required by Regulation 34 of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations 2015, the Management discussion and Analysis Report is enclosed
as a part of this Annual Report.
6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any subsidiary, joint ventures and associate company.
7. DEPOSITS:
During the financial year, your Company has not accepted any deposit within the meaning
of Section 73 and 74 of the Companies Act, 2013 read together with the Companies
(Acceptance of Deposits) Rules, 2014.
8. MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT:
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statements relate
on the date of this report.
9. DIRECTORS RESPONSIBILITY STATEMENT:
As per the clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the
Directors state that:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) the directors had 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 at the end of the financial year and of
the profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and
e) the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
f) the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
10. CORPORATE GOVERNANCE:
Your Company has complied with Regulation 34 of SEBI (Listing Obligations and
Disclosure Regulations) Requirements, 2015 of the stock exchanges. A report on Corporate
Governance as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure
Regulations) Requirements, 2015 along with Independent Auditors Certificate on compliance
with the Corporate Governance, forms part of this Annual Report.
11. RISK MANAGEMENT POLICY:
The Company has adopted a Risk Management Policy duly approved by the Board and is
overseen by the Audit Committee of the Company on a continuous basis to identify, assess,
monitor and mitigate various risks to key business objectives.
12. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company has a well-placed, proper and adequate internal financial control system
which ensures that all assets are safeguarded and protected and that the transactions are
authorised, recorded and reported correctly. The Companys internal financial control
system also comprises due compliances with Companys policies, standard operating
procedures and audit and compliance by an in house internal audit division, supplemented
by internal audit checks The Company has in place adequate internal financial controls
with reference to financial statements. During the year, such controls were tested and no
reportable material weakness in the design or operation was observed.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review, the following changes occurred in the composition of
Board of Directors:
• Mr. Ratish Tagde (DIN: 00024465) resigned from the company on August 10, 2016.
• Mr. Kamlesh Bhanushali (DIN: 02921716) resigned from the post of Chairman and
Wholetime Director of the Company on September 23, 2016.
• Mr. Anurag Batra (DIN: 01050045), Mr. Kamal Shah (DIN: 06900065), Mr. Amit
Saxena (DIN: 07019727), Mr. Ravindra Peepat (DIN: 07328112) and Mr. Sandeep Chauhan (DIN:
01576545) was regularized as a Non-executive Independent Director of the Company in Annual
General Meeting held on September 30, 2016.
• Mr. Arun Aggarwal (DIN: 01918638) was regularized as a Executive Director in
Annual General Meeting held on September 30, 2016.
• Mr. Aman Thukral (DIN: 07350818) was regularized as a Non-executive Non
Independent Director in Annual General Meeting held on September 30, 2016
• Mr. Jignesh Maganlal Patel (DIN: 07114651) was designated as a Additional
Director of the Company on October 20, 2016.
• Ms. Aparna Shah (DIN: 07131194) resigned from the board on October 20, 2016.
• Mr. Murad Khetani (DIN: 05241933) resigned with effect from November 28, 2016.
• Ms. Aparna Shah (DIN: 07131194) & Ms. Shivani Jaisingh (DIN: 06462542) were
appointed as Additional Director on November 28, 2016 and they tendered their resignation
w.e.f February 6, 2017.
• Ms. Aparna Shah (DIN: 07131194), Mr. Padmakant Shah (DIN: 07133195), Mr.
Shivanshu Pandey (DIN: 06916787) and Mr. Arun Kareer (DIN: 07496498) was designated as
Additional Directors of the Company with effect from March 2, 2017.
Changes that took place Post financial year;
• Mr. Vishal Gurnani (DIN: 02225727) resigned as Chairman and Managing Director
w.e.f. June 8, 2017.
• Ms. Aparna Shah (DIN: 07131194) resigned as an Executive Director w.e.f. June 8,
2017.
• Mr. Aman Thukral (DIN: 07350818), Non-executive Non-Independent Director
resigned from the Board w.e.f. June 24, 2017.
• Mr. Kamal Shah (DIN: 06900065), Mr. Amit Saxena (DIN: 07019727) Non-executive
Independent Directors resigned from the Board w.e.f. June 24, 2017.
• Mr. Ravindra Peepat (DIN: 07328112), Non-executive Independent Dircetor resigned
from the Board w.e.f. June 26, 2017.
• Mr. Arun Aggarwal (DIN: 01918638), an Executive Director resigned from the Board
w.e.f. June 26, 2017.
• Mr. Arvind Agarwal (DIN: 03343263), Non-executive Non-Independent Director
resigned from the Board w.e.f. June 30, 2017.
None of the Directors are disqualified for being appointed as the Director of the
Company in terms of Section 164 of the Companies Act, 2013. The Company has received
declarations from Independent Directors of the Company stating that they have meet
criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.
14. BOARD AND BOARD COMMITTEES:
The details of Board Meetings held during the year, attendance of the directors at the
meetings and details of all the Committees along with their charters, composition and
meetings held during the year, are provided in the "Report on Corporate
Governance", a part of this Annual Report.
15. MANAGERIAL REMUNERATION:
Disclosures of the ratio of the remuneration of each director to the median employees
remuneration and other details as required pursuant to Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided as "Annexure A".
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/s 186:
The Company has not granted any loans or given guarantees or made any investments
covered under the provisions of Section 186 of the Companies Act, 2013
17. RELATED PARTY TRANSACTIONS:
During the financial year, your Company has not executed any transactions with related
parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies
(Specification of Definitions Details) Rules, 2014. During the financial year, there were
no transactions with related parties which qualify as material transactions under the
Listing Agreement.
Your Company has framed a Policy on materiality of related party transactions and
dealing with related party transactions as approved by the Board. The same can be
accessible on the Companys website at the www.trilogicdigitalmedia.com
18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators/Courts which would
impact the going concern status of the Company and its future operations.
19. CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the year, the company has not made any expenditure on CSR. The Company has
identified CSR projects/activities which are under scrutiny near the end of the year and
if satisfied will be spending the required proposed CSR amount during the course of the
next year.
The Annual report on CSR activities in accordance with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is set out in "Annexure F" in this Report.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS &
OUTGO:
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule, 8 of The Companies (Accounts) Rules, 2014, are as below:
• Energy Conservation: Company working in such business segment which does not
require it to take steps for energy conservation.
• Technology Absorption: company working in such business segment which does not
require to take steps for Technology Absorption.
• Foreign Exchange Earnings and Outgo: During the period under review there was no
foreign exchange earnings or out flow.
21. STATUTORY AUDITORS:
At the Annual General Meeting held on September 22, 2015 M/s. Subramaniam Bengali &
Associates., Chartered Accountants, were appointed as Statutory Auditors of the Company to
hold office till the conclusion of fifth consecutive Annual General Meeting of the company
on such remuneration as may be determine by the Board after discussion with Audit
Committee and the Auditors.
In terms of the provision of Section 139 of the Companies Act, 2013, the appointment of
the auditors shall be placed for ratification at every Annual General Meeting.
Accordingly, appointment of M/s. Subramaniam Bengali & Associates, Chartered
Accountants, as Statutory Auditors of the Company, is placed for ratification by the
shareholders.
The Company has received letters from them to the effect that their re-appointment, if
made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act,
2013 and that they are not disqualified for re-appointment.
The Board recommends ratification of the appointment of M/s. Subramaniam Bengali &
Associates at the ensuing Annual General Meeting of the Company.
22. AUDITORS OBSERVATION & REPORT:
The observation made in the Auditors Report read together with relevant notes thereon
are selfexplanatory and hence do not call for any further comments under Section 134 of
the Companies Act, 2013.
23. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed
Mrs. Amita Karia, Practicing Company Secretary for conducting secretarial audit of the
Company for the financial year.
The Secretarial Audit Report is annexed herewith as "Annexure C".
The comments of the auditor are self-explanatory. The company has made payment to
directors as professional fees and not as remuneration. The company is looking out for
appropriate candidate for the position of CS. The Company shall strive to ensure that best
corporate governance practices are identified, adopted and consistently followed in
future.
The Company shall strive its best to adhere to the corporate governance practice.
24. EXTRACT OF THE ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT- 9 in
accordance with Section 92(3) of the Companies Act, 2013 read with the Companies
(Management and Administration) Rules, 2014, are set out herewith as "Annexure
D" to this Report.
25. PREVENTION OF SEXUAL HARASSMENT POLICY:
The Company has in place a Prevention of Sexual Harassment policy in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. During the year, no complaints were
received by the Company related to sexual harassment.
26. CHANGE OF REGISTERED OFFICE OF THE COMPANY:
During the financial year, the company has shifted its registered office to 5th floor,
Blue wave building, Off new link road, Opp. laxmi industrial estate, Andheri (West),
Mumbai - 400 053 w.e.f. October 20, 2016, within the local limits of same town, city or
village.
27. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company did not have any funds lying unpaid or unclaimed for a period of Seven
years. Therefore there were no funds which were required to be transferred to investor
Education and Protection Fund (IEPF).
28. MISCELLANOUS:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
• Issue of equity shares with differential right as to dividend, voting or
otherwise.
• Issue of Shares (Including sweat equity shares) to employees of the Company
under any scheme. The managing director receives remuneration as detailed in the annexure
below.
29. ACKNOWLEDGEMENTS:
The Board of Directors wish to acknowledge the continued support and co-operation
extended by the Securities and Exchange Board of India, Reserve Bank of India, Stock
Exchanges, Ministry of Corporate Affairs, other government authorities, Bankers, material
suppliers, customers and other stakeholders for their support and guidance.
Your Directors would also like to take this opportunity to express their appreciation
for the dedicated efforts of the employees of the Company at all the levels.
|
For and on behalf of Board of Directors |
|
Trilogic Digital Media Limited |
| Place: Mumbai |
Jignesh Patel |
Shivanshu Pandey |
| Date: August 14, 2017 |
Director |
Director |
|
DIN:07114651 |
DIN:06916787 |
+91-9892691696
