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Your directors take pleasure in presenting the 24th Annual Report of your company together with the Audited Balance Sheet as on 31st March, 2018 and the statement of Profit & Loss for the year ended on that date.
The performance of the Company for the Financial Year ended 31st March, 2018 is summarized below:
|Particulars||Year ended 31.03.2018||Year ended 31.03.2017|
|Expenses during the year excluding depreciation and interest||202,834,140||83,338,582|
|Profit/Loss before depreciation and interest||19,571,647||4,698,671|
|Profit before Taxes||5,228,649||4,672,881|
|Less: Provision for Taxation|
|- Current Tax/MAT||1,620,881||1,448,593|
|- Deferred Tax||-||(24,112)|
|- MAT Credit Entitlements|
|Profit/(Loss) After Tax||3,607,768||3,248,400|
Your Directors intend to plough back available resources for financial requirements and express their inability to recommend any dividend for the Financial Year 2017-2018.
The Company has transferred Rs. 3,607,768/- from the statement of profit and loss to general reserve during the year under review.
The Fiscal Year 2018 was a period of relative stability. During the year under review, your Company achieved a profit of Rs. 5,228,649/- before tax as against profit of Rs. 4,672,881/- in the preceding Financial Year.
During the year under review, Mr. Gulshan Kumar Mehndiratta has resigned from the post of Directorship of the Company w.e.f. 05.07.2018. The Company had appointed Mr. Mahesh Kumar Verma w.e.f. 01.08.2017 as an Additional Director of the Company. During the year under review the company had appointed Mr. Mukesh Bhatnagar as CEO of the Company w.e.f. 09.05.2017.
The Board met 12 (Twelve) times during the financial year 2017-18 on 09.05.2017, 30.05.2017, 05.07.2017, 19.07.2017, 01.08.2017, 22.08.2017, 28.08.2017, 18.09.2017, 24.10.2017, 14.11.2017, 21.01.2017, 14.02.2018.
The Board has re-constituted all the three functioning committees in accordance with the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 namely Audit Committee, Share Holders/Investors, Grievance Committee and the Nomination and Remuneration Committee. The members of each committee are highly educated and well experienced. The Role of each committee is given in the Report of Corporate Governance.
The Company has appointed Mr. Tushar Rai Sharma as the Company Secretary with effect from 9th May, 2017. Mr. Tushar Rai Sharma, the Company Secretary of the Company has resigned from his office with effect from 01st August 2017. The Company has appointed Mr. Abhimanyu Bhadoo as the Company Secretary with effect from 18th September, 2017. Mr. Abhimanyu Bhadoo, the Company Secretary of the Company has resigned from his office with effect from 19th December, 2017.
The Auditors of the Company, M/s. Mittal Nirbhay & Co. shall be eligible to be re-appointed with the consent of shareholders at the upcoming Annual General Meeting. The Auditors have confirmed that they satisfy the criteria provided under section 141 of the Companies Act, 2013 (The Act) to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of next AGM of the Company to be held in the year 2023 of the Company.
The Auditors report does not contain any reservation, qualification or adverse remark.
The Secretarial Audit of the Company has been conducted by V Kumar & Associates, Company Secretaries and their report on the Secretarial Audit for the year under review is annexed hereto.
SECRETARIAL AUDIT REPORT
The Secretarial Auditor has made qualifications in the Secretarial Audit Report which is attached as ANNEXURE-4 PUBLIC DEPOSITS
The Company has not accepted any fixed deposits during the Financial Year under review.
DETAILS REGARDING REMUNERATION TO THE EMPLOYEES
In terms of rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.The name and other particulars of the employees, whose remuneration falls within the purview of the said rule, are required to be set out in the Annexure to the Directors Report. However during the year under review or any part thereof, The Company did not employ any person with remuneration falling within the purview as prescribed under the rule.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
Company is not engaged in any manufacturing or processing activity, as such particulars required to be given in terms of Section 134(3) (m) of the Companies Act, 2013 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption are not applicable.
FOREIGN EXCHANGE EARNINGS AND OUTGO
There has been no expenditure and/or earning in foreign exchange.
NOTES ON TAXATIOIN
In the opinion of Directors, the provision for income tax is sufficient to meet Income Tax Demand, Shortfall, if any will be met, if necessary, out of reserves.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATES.
There have been no material changes and commitments occurred between the periods affecting the financial position of the Company.
SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANY
The Company has no subsidiary, Associate Companies and joint venture Company.
EXTRACT OF THE ANNUAL RETURN
The details forming part of extract of Annual Return as on the financial year ended March 31, 2018 pursuant to section 92(3) of the Companies Act, 2013 in Form MGT-9 is attached as
LOAN AND INVESTMENT BY COMPANY
During the year under review the Company has neither given any loan to any persons or body corporate nor given any guarantee or provided security in connection with a loan to other body corporate or Persons under Section-186 of the Companies Act, 2013. The Company has not made any investment in the purchase of shares of any associate Company during the year under review.
RELATED PARTY TRANSACTIONS
All the Related Party Transactions that were entered into during the financial year were in the ordinary course of Companys business and on the arms length basis. There are no materially significant related party transactions made by the Company with the Promoters, Key Management Personnel or other designated persons which may have potential conflict with the interest of the Company at large.
Related Party Disclosure as required as per Accounting Standard (AS-18) on "Related Party Disclosure" issued by the Institute of Charted Accountants of India (ICAI) is as below:
The Companys Related Party Transactions during the year are as follows:
|Nature of Transaction||As at 31st March, 2018||As at 31st March, 2017|
|Unsecured Loan from Related Parties|
|Shirdi Sai Baba Foundation||64,806,958||43,763,531|
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT
The Company has adequate internal financial control system commensurate with the size of the Company and the nature of its business with regards to purchase of Fixed Assets. The activities of the Company do not involve purchase of inventories and sale of goods and services.
The Internal financial control system is periodically reviewed by the Directors who are highly educated and well experienced.
To ensure adequacy of internal financial controls, the procedures adopted by the Company are based on the following parameters:
(a) Familiarity with Policies and Procedures the related policies and procedures and the changes thereto, if any, are communicated to the employees at the time of joining and it is ensured that such person understands the policies or procedures correctly.
(b) Accountability of Transactions There is a proper delegation of authorities and responsibilities so as to ensure accountability of any transaction.
(c) Accuracy & Completeness of Financial Statements/ Reports For accuracy and completeness of information, reconciliation procedure and multiple checking at different level have been adopted. To avoid human error, computer softwares are extensively used.
(d) Retention and Filing of Base Documents All the source documents are properly filed and stored in a safe manner. Further, important documents, depending upon their significance are also digitized.
(e) Segregation of Duties It is ensured that no person handles all the aspects of a transaction. To avoid any conflict of interest and to ensure propriety, the duties have been distributed at different levels.
(f) Timeliness It is also ensured that all the transactions are recorded and reported in a timely manner.
The procedures are also reviewed by the Statutory Auditors and the Directors of the Company from time to time. There has also been proper reporting mechanism implemented in the organization for reporting any deviation from the procedures.
The Company is engaged in the business of television channels, news, Films, music, serials and trading in fabrics which are governed by the same set of risks and returns and as such are in the same segment.
|(A)Issue of Equity shares with deferential rights||NIL|
|(B) Issue of Sweat Equity shares||NIL|
|(C)Issue of employees stock options||NIL|
|(D) Provision of Money by Company for purchase of its own share by employees or trustee for the Benefit of employees||NIL|
RISK MANAGEMENT POLICY
At present, the Company has not identified any element of risk which may threaten the existence of the Company.
COPRORATE SOCIAL RESPONSIBILITY
The provisions of Section 135(1) of the Companies Act, 2013 are not applicable to the Company and therefore the Company has no corporate Social Responsibility Committee of the Board.
ANNUAL EVALUTION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND UNDIVIDUAL DIRECTOR
The Board of Directors have complied with the provisions of Sec. 134(3)(p) of the Companies Act, 2013 and Regulation 17(10) of SEBI(LODR) Regulation, 2015 regarding Annual Evaluation of performance of the Board, the Committees and the individual Directors. Such evaluation was made on the parameters such as the level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance of the Board, its committees and the individual Directors is satisfactory.
CODE OF CONDUCT
The chairman of the Board Meetings has given a declaration that all Directors and senior Management Personnel concerned affirmed compliance with the code of conduct with reference to the year ended March 31, 2018. Declaration is annexed with the Annual Report.
In compliance with the requirements of SEBI (LODR) Regulation, 2015 entered into with the Stock Exchange, a separate report on Corporate Governance along with Auditors Certificate confirming its compliance is annexed and form part of this report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 134(3)(m) of the Companies Act, 2013, with respect to Directors Responsibility statement, it is hereby confirmed that :-
(i) In the preparation of the Annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.
(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 a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.
(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
(iv) The Directors have prepared the annual accounts on a going concern basis.
(v) The Directors, in the case of a listed Company, 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.
Your Directors wish to place on record and acknowledge their appreciation for the continued support and co-operation received from Government agencies and the shareholders. Your Directors also record their appreciation for the total dedication of employees at all levels.
|Place: New Delhi||For on behalf of the Board of Directors|
|Date: 27/08/2018||M/s. Orient Tradelink Limited|
|(Mahesh Kumar Verma)||(Sunil Arora)|
|DIN: 07892196||DIN: 03517899|