Dear Members,
Your Directors have pleasure in presenting herewith the 39th
Annual Report on the business of the
Company together with the Financial Statements for the
financial year ended March 31, 2024.
1. FINANCIAL HIGHLIGHTS:
(Amount in )
| PARTICULARS |
STANDALONE |
|
31.03.2024 |
31.03.2023 |
| Total Revenue |
22,00,456 |
1,21,07,310 |
| Total Expenses |
42,99,087 |
1,21,85,422 |
| Profit/loss before Tax |
(20,98,631) |
(78,112) |
| Tax Expense |
0 |
0 |
| Deferred Tax |
5,30,330 |
(2,64,480) |
| Profit/loss after Tax |
(15,68,301) |
1,86,368 |
2. DIVIDEND:
Despite putting the best efforts by the Board of Directors
of the Company and due to the impact of COVID-19 pandemic on the Companys business
activities, there was no scope to develop and enhance the business activities, thus, the
Company could not generate the distributable profits for the FY 2023-24 and hence no
dividend is proposed.
3. CHANGES IN SHARE CAPITAL:
During the year, there is no change in the Share Capital of
the Company.
4. CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of business during the FY
2023-24.
5. MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments affecting
the financial position of the Company occurred between the end of the financial year of
the Company to which the financial statements relate and the date of the report.
6. TRANSFER TO RESERVES:
Details of reserves and surplus are disclosed in Note No 11
of the financial statements.
7. DEPOSITS:
The Company has neither accepted nor renewed any deposits
from public as defined under the provisions of Companies Act, 2013 and Companies
(Acceptance of Deposits) Rules, 2014.
8. SUBSIDIARIES:
Vega Music Private Limited ceased to be Subsidiary of the
Company and now the Company has no subsidiaries.
9. MEETING OF INDEPENDENT DIRECTORS:
During the year under review, the Independent Directors met
on 15.02.2024 inter alia, to discuss:
Evaluation of the performance of Non-Independent Directors
and the Board of Directors as a whole;
Evaluation of the 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 timelines 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 the Meeting.
10. BOARD MEETINGS:
During the year, 6 (Six) meetings of the Board of Directors
were held as more particularly disclosed in the attached Report on Corporate Governance.
The intervening gap between any two meetings was within the prescribed period. The number
and dates of meetings held by the Board and its Committees, attendance of Directors and
details of remuneration paid to them is given separately in Corporate Governance Report in
terms of Section 134(3)(b) of the Companies Act, 2013.
11. BOARD EVALUATION:
The Board evaluated the effectiveness of its functioning
and that of the Committees and of individual directors by seeking their inputs on various
aspects of Board/Committee Governance.
The aspects covered in the evaluation included the
contribution to and monitoring of corporate governance practices, participation in the
long-term strategic planning and the fulfillment of Directors obligations and fiduciary
responsibilities, including but not limited to, active participation at the Board and
Committee meetings. The Chairman of the Board had one-on-one meetings with the Independent
Directors. These meetings were intended to obtain Directors inputs on effectiveness of
Board/Committee processes. Further, the Independent Directors at their meeting, reviewed
the performance of Board, Chairman of the Board and of Non-Executive Directors.
12. CHANGE IN DIRECTORS OR KEY MANAGERIAL PERSONNEL:
Directors:
During the year, Mr. Srinivasa Murthy Banda has resigned as
Independent Director w.e.f. 14.02.2024. Mr. Siram R L V N Kishore, Non-Executive Non
Independent Director re-designated as Independent Director w.e.f. 15.02.2024.
KMPs:
Mr. Ahsan Ali Hussain Ajani, Company Secretary, has
tendered his resignation as Company Secretary & Compliance Officer of the Company
w.e.f 31.01.2024.
13. COMMITTEES OF THE BOARD:
The number of committees of the Board, its compositions,
meetings etc., forms part of the Corporate Governance Report accompanied to this Annual
Report.
14. STATUTORY AUDITORS:
M/s. Pavan & Associates., Chartered Accountants,
Hyderabad, Firm Registration Number: 012132S were appointed as Statutory Auditors of the
Company for a period of 5 Years, to hold office from the Conclusion of 37th
Annual General Meeting of the Company till the conclusion of 42nd Annual
General Meeting of the Company. They have confirmed their eligibility under Section 141 of
the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of
the Company.
15. AUDITORS REPORT:
The Auditors Report for the FY 2023-24 does not contain
any qualification, reservation or adverse remarks. Notes to Accounts and Auditors remarks
in their report are self-explanatory and do not call for any further comments. There were
no frauds reported by the auditor in the Audit Report.
16. SECRETARIAL AUDIT REPORT:
The Board has appointed Ms. Sarada Putcha, Practicing
Company Secretary, (C.P. No. 8735) as the Secretarial Auditors for the financial year
2023-24 to conduct the secretarial audit of the Company as required under Section 204 of
the Companies Act, 2013 and rules made thereunder. The Secretarial Audit Report for FY
2023-24 forms part of this Annual Report as Annexure I. The report does not contain
any qualifications/ observations except for not filing of the Form IEPF with the Registrar
of Companies.
Management response to sole observation made by the
Secretarial Auditors:
The Company is in the process of obtaining the data from
the HDFC Bank for filing the relevant IEPF form with the Registrar.
17. INTERNAL AUDITORS:
M/s S N Murthy & Co., Chartered Accountants, Hyderabad,
(FRN: 014554S) are the Internal Auditors of the Company for the financial year ended 31st
March, 2024.
18. MATERIAL EVENTS:
No material events and commitments affecting the financial
position of your Company have occurred after the closure of the Financial Year 2023-24
till the date of this Report.
19. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Companies Act, 2013 in
connection with corporate social responsibility are not applicable to the Company for the
financial year under review.
20. INTERNAL FINANCIAL CONTROLS:
The Company has adequate internal financial controls which
commensurate with the size of the business of the Company.
21. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act, 2013,
Your Directors confirm that:
i. In preparation of annual accounts for the financial year
ended 31st March, 2024 the applicable accounting standards have been followed
along with proper explanation relating to material departures;
ii. 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 true and fair view of the state of affairs of the Company at the end
of the financial year ended March 31, 2024 and of the profit and loss of the Company for
the year;
iii. The Directors have taken proper and sufficient care
for their maintenance of adequate accounting records in accordance with the provisions of
the Companies Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
iv. The Directors had prepared the annual accounts on a
going concern basis;
v. 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. vi. 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.
22. REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination and
Remuneration Committee framed a policy for selection and appointment of Directors and
Senior Management personnel and fix their remuneration. The Remuneration Policy is posted
on the website of the Company.
23. VIGIL MECHANISM /WHISTLE BLOWER POLICY:
A vigil mechanism for directors and employees to report
genuine concerns has been established. The vigil mechanism policy has been uploaded on the
website of the Company.
24. RISK MANAGEMENT POLICY:
The Risk Management is overseen by the Audit Committee of
the Company on a continuous basis. The Committee oversees Companys process and policies
for determining risk tolerance and review managements measurement and comparison of
overall risk tolerance to established levels. There are no material risks which threaten
the very existence of the company.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE OUTGO:
Information required under section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is enclosed
herewith as Annexure-II.
26. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual
Return in Form MGT-9 is annexed herewith as Annexure III.
The Boards Report along with annual return and other
annexures are also uploaded at the investor section of the Companys website -
www.colorchipsindia.com.
27. PARTICULARS OF EMPLOYEES:
Pursuant to Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, during the financial year no employee
was in receipt of remuneration of Rs. 1.02 Crore or more, or was employed for part of the
year was in receipt of Rs. 8.5 Lakh or more a month.
Disclosure under Rule 5 of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure IV.
28. MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report is enclosed as Annexure
- V to this report.
29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of investment made by the Company are given in the
Notes to the Financial Statements.
During the year under review, the Company has not granted
any Loans or given guarantees covered under Section 186 of the Companies Act, 2013.
30. CORPORATE GOVERNANCE:
A separate report on Corporate Governance is provided
together with a Certificate from the Statutory Auditors of the Company regarding
compliance with the conditions of Corporate Governance as stipulated in Regulations 17 to
27, clauses (b) to (i) of sub regulation (2) of Regulation 46 and paragraphs C, D and E of
Schedule V of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is annexed to this Report.
31. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into
during the financial year were at an arms length basis and were in the ordinary course of
business.
There were materially significant related party
transactions with the Companys Promoters,
Directors, Management or their relatives, which could have
had a potential conflict with the interests of the Company.
The particulars of contracts or arrangements with related
parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013, in Form
AOC-2 and disclosures under Schedule V of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed as Annexure-VI
to this report.
32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE
COMPANYS OPERATIONS IN FUTURE:
No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going concern status and Companys
operations in future.
33. COST RECORDS:
Maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013 is not
applicable to the Company.
34. SECRETARIAL STANDARDS:
The Company has complied with all the applicable provisions
of the secretarial standards as applicable to the Company.
35. LISTING:
Your Companys shares are listed on the BSE Limited and the
Company is in the process of paying listing fee for the Financial Year 2024-25.
36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE(PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
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)
has been set up to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints
received and disposed of during the year:
No. of complaints received: Nil
No. of complaints disposed off: Nil
37. HUMAN RESOURCES:
Your Company considers its Human Resources as the key to
achieve its objectives. Keeping this in view, your Company takes utmost care to attract
and retain quality employees. The employees are sufficiently empowered and such work
environment propels them to achieve higher levels of performance. The unflinching
commitment of the employees is the driving force behind the Companys vision. Your Company
appreciates the spirit of its dedicated employees.
38. INSIDER TRADING REGULATIONS:
The Company has adopted a Code of Conduct to Regulate,
Monitor and Report Trading by Insiders ("the Code") in accordance with the SEBI
(Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations). The Code is
applicable to Promoters, Member of Promoters Group, all Directors and such Designated
Employees who are expected to have access to unpublished price sensitive information
relating to the Company. The Company Secretary is the Compliance Officer for monitoring
adherence to the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Company has
also formulated The Code of Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information (UPSI) in compliance with the SEBI (PIT) Amendment
Regulations, 2018. This Code is displayed on the Companys website.
39. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING
UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016:
During the year under review, the Company has not filed any
application or no proceeding is pending against the Company under the Insolvency and
Bankruptcy Code, 2016.
40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION
DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the year under review, the Company has not made any
one time settlement while taking any loans from the Banks or Financial Institutions.
41. ACKNOWLEDGEMENT:
Your Directors place on record their appreciation of the
continued patronage extended to the Company by bankers, dealers, customers, suppliers,
employees and shareholders. The trust reposed in your Company by its esteemed customers
helped stabilized growth during the year review.
|
By order of the Board |
|
For COLORCHIPS NEW MEDIA LIMITED |
|
SD/- |
|
SRINIVASA SUDHISH RAMABHOTLA |
|
Managing Director |
|
DIN: 00027816 |
| Place: Hyderabad |
|
| Date: 22nd April, 2024 |
|
+91-9892691696
