3rd rock multimedia ltd Directors report


To, The Members, 3rd Rock Multimedia Limited

Your Directors have pleasure in presenting their 10th Annual Report of the Company together with the Audited Statements of Accounts for the financial year ended 31st March, 2022:

FINANCIAL SUMMARY

The Companys financial performance, for the year ended March 31st, 2022is summarized below: The Boards Report is prepared based on the stand alone financial statements of the company.

Amount in Rs.

Particulars Year ended Year ended
31/03/2022 31/03/2021
Income from Operations 6,71,230 7,65,43,290
Other Income - -
TOTAL INCOME 6,71,230 7,65,43,290
Total Expenditure (Excl. Dep. & Int.) 3,61,17,072 7,38,55,170
Profit and (Loss) before Depreciation and Tax (3,95,01,158) 26,88,120
Less: Depreciation 20,27,658 24,75,882
Finance Cost - -
PROFIT BEFORE TAX (12,68,71,888) 2,12,238
Less: Provision for Tax
- Current Tax - 1,64,803
- Deferred Tax (1,30,638) (1,10,151)
- Excess provision of earlier year written back - -
- Adjustment of MAT - -
PROFIT AND (LOSS) AFTER TAX (12,67,41,250) 1,57,586

HIGHLIGHTS

During the year under review the Company has earned net revenue of Rs 6,71,230/-as compared to net revenue of Rs. 7,65,43,290/- in the previous year.. The loss after tax was at Rs. (12,67,41,250)/-as compared to Rs. 1,57,586/-reported in the previous year.

DIVIDEND

Your Directors are constrained not to recommend any dividend for the year under report.

TRANSFER TO RESERVES

Your Directors find it prudent not to transfer any amount to general reserve.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Act, on the basis of information placed before them, the Directors state that: in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2022 and of the Loss of the Company for the said period; proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act 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; the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SHARE CAPITAL

During the year under review, there was no change in the capital structure of the Company.

MAJOR EVENTS DURING THE F.Y. 2021-22

During the year under review, there was no major event in the Company.

CHANGE IN REGISTERED OFFICE

During the year company changed their registered office from Block No.2 Sukh Shanti, Plot No.65, Ns Road No.8, Opp. Punjab National Bank, Juhu Scheme, Vile Parle(W) Mumbai MH 400069 IN to Shop No. 31 Ground Floor With Mezzanine Floor, Mona Shopping Centre Premises, Dadabhai Road, Nr Navrang Cinema Andheri (West) Mumbai -400058.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT- 9 of the Companies (Management and Administration) Rules, 2014 is appended as ANNEXURE I to this Report.

NUMBER OF BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on the companys policies and strategy apart from other Board matters. The intervening gap between the two consecutive meetings did not exceed 120 days as prescribed under the Companies Act, 2013.

During the year under reference, 5 (Five) Board meetings were dated 30/06/2021, 06/09/2021, 08/11/2021, 14/11/2021 and 24/03/2022.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

The Company does not have any Holding/ Subsidiary/ Associate Company during the period under review.

REMUNERATION AND NOMINATION POLICY

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. The Company has devised a questionnaire to evaluate the performances of each of Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of the Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

STATUTORY AUDITORS

The Company has appointed M/s. Shailesh Pandey & Co., Chartered Accountant Firm, and Registration No. 133595W as Statutory Auditor of the Company commencing from the conclusion of 9th Annual General Meeting till the conclusion of 14th Annual General Meeting scheduled to be held in the year 2026. The Statutory Auditors have confirmed their eligibility pursuant to section 139 of the Companies Act 2013.

AUDITORS REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Shailesh Pandey & Co, Chartered Accountants (FRN: 133595W), Statutory Auditors, in their Report on the accounts of the Company for the year under reference. The observations made by them in their Report are self-explanatory and do not call for any further clarifications from the Board.

SECRETARIAL AUDITORS

Pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Brajesh Gupta & Co., Company Secretary in Practice, to conduct the Secretarial Audit for the financial year 2021-22 & 2022-23. The Secretarial Audit Report as received from Mr. Brajesh Gupta is appended to this Report as

Annexure II.

The Qualification / observation made by the M/s. Brajesh Gupta & Co., Company Secretary in Practice, in their Secretarial Audit Report are self-explanatory. The Board assure to the Members of the Company do file and complete all the formality / pending filing within the time. There are following qualifications, reservations or adverse remarks or disclaimers made by Secretarial Auditors:

1. The Company has not filed MR -1 for Return of Appointment of Managing Director of Mr. Siddharth Yashawant Waghamare w.e.f. 10/10/2020.

2. The company has not filed Form ADT -1 for appointment of M/s. Shailesh Pandey & Co. for period Annual Report 2021-22 of 5 years from the conclusion of 9th Annual General Meeting to 14th Annual General Meeting to ROC.

3. The Company has not filed form MGT 14 for approval of Audited Financials Results and Director Report for the financial year 2020-21.

The management comments and notes on the Observations of Secretarial Auditors are as follows:

With reference to the non-filing of forms it was given to the professional for filing but due to covid issue it could not be file and it was not informed by him to us about non filing of forms, secondly due to Covid-19 and nationwide lockdown staff of the company was not able to attend the office hence this non-filing event was taken placed, the management of the company has formulated a strong compliance team with professionals for matching timelines of compliance and having a better system and insure that in future there will be no delay in compliances and filings.

CHANGE IN THE NATURE OF BUSINESS

During the year under review there is no change in the nature of Business of the Company.

DIRECTORS

During the year under review, there is no change in the Directors of the Company.

The board has received and accepted resignation of Ms. Kanika Kabra as Company Secretary & Compliance Officer of the Company w.e.f. 30th May, 2022. The Board thank her, for her support and experience to the Company during her tenure as Company Secretary of the Company.

The Board has appointed Mr. Sanjay Saha (DIN: 09477828) as Additional director of the Company w.e.f 24/05/2022. The Board further proposed to regularize the Mr. Sanjay Saha in the ensuing Annual General Meeting as Executive Director of the Company.

COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board constituted some of its Committees. There are currently three Committees of the Board, as follows:

AUDIT COMMITTEE

The Audit Committee consists of the following members:

Name of the Director Status in Committee Nature of Directorship
Siddharth YashawantWaghamare Member Executive Director
Archana Prashant Alat Member Non- Executive Independent Director
Navinchandra Shah Chairperson Non- Executive Independent Director

None of the recommendations made by the Audit Committee were rejected by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of the following members:

Name of the Director Status in Committee Nature of Directorship
Archana Prashant Alat Chairperson Non-Executive Independent Director
Mr. Satishchandra Dattatray Amberkar Member Non-Executive Independent Director
Arun WaydandePhulchand Member Non-Executive Independent Director

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee consists of the following members:

Name of the Director Status in Committee Nature of Directorship
Siddharth Yashawant Waghamare Chairperson Executive Director
Archana Prashant Alat Member Non- ExecutiveIndependentDirector
Navinchandra Shah Member Non-Executive Independent Director

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.

DECLARATION BY INDEPENDENTDIRECTORS

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. Mr. Arun Phulchand, Ms. Archana Alat, Mr. Navinchandra S Shah and Mr. Satishchandra Dattatray Amberkarhave submitted a declaration that all of them meet the criteria of Independence.

The Independent Directors of your Company have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149(7) of the Companies Act, 2013 as well as under regulation 16(1)(b) of SEBI (LODR) Regulation, 2015 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are 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 statements relate and the date of the report.

INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans given, Investments made and guarantees given and securities provided under the Section 186 of the Companies Act, 2013 have been provided in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure III.

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

Your Company has not carried out any business activities warranting conservation of the energy and technology absorption in accordance with Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. Since the company is not engage in any manufacturing activity, issues relating to technology absorption are not quite relevant to its functioning.

During the year under consideration the Company has spent/incurred foreign exchange equivalent to Rs.

Nil. There are no foreign exchange earnings during the year.

RISKS MANAGEMENT POLICY AND AREA OF CONCERN

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Although, market conditions are likely to remain competitive, future success will depend upon offering improved products through technology innovation and productivity. The Company continues to invest in these areas.

The Company has the risk management and internal control framework in place commensurate with the size of the Company. However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis Report that forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions contained in section 135 of the Companies Act, 2013, as well as the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your Company for the year under reference.

DETAILS RELATING TO DEPOSITS, WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS UNDER CHAPTER V OF THE COMPANIES ACT2013

During the year under review your Company has not accepted Deposits which are not in compliance with the requirements under Chapter V of Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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.

INTERNAL FINANCIAL CONTROL SYSTEM

Your Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. The Audit Committee has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The Audit Committee has a process for timely check for compliance with the operating systems, accounting procedures and policies. Major risks identified by the businesses and functions are systematically addressed through mitigating action on continuing basis.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM/CODE OFCONDUCT

The Company has a Whistle Blower Policy in line with the provisions of the Section 177 of the Companies Act, 2013. This policy establishes a vigil mechanism for directors and employees to report their genuine concerns actual or suspected fraud or violation of the Companys code of conduct. The said mechanism also provides for adequate safeguards against victimization of the persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee. We confirm that during the financial year 2021-22, no employee of the Company was denied access to the Audit Committee. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld.

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT2013

Your Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation and intimidation. Accordingly the Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

The reports on Corporate Governance and Management Discussion and Analysis for the year under review, as stipulated under the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.

POSTALBALLOT

No Postal ballot was conducted by the company during the year 2021-22.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency Bankruptcy code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from banks and Financial Institutions.

PREVENTION OF INSIDERTRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 have been appended to this report.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report.

The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2021-22, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2021-2022 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company, have been appended to this Report as Annexure- IV.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation and sincere thanks to the State Governments, Government agencies, Banks & Financial Institutions, customers, shareholders, vendors and other related organizations, who through their continued support and co-operation have helped, as partners in your

Companys progress. Your Directors, also acknowledge the hard work, dedication and commitment of the employees.

The Directors would also like to thank National Stock Exchange of India Ltd. And our Registrar and Share Transfer Agent Adroit Corporate Services Private Limited for their co-operation.

For & on behalf of the Board
3rd Rock Multimedia Limited
Sd/- Sd/-
Navinchandra Punmachand Shah Siddharth Yashawant Waghamare
Director Managing Director
DIN: 05143617 DIN: 08721609
Date: 03/09/2022
Place: Mumbai