SAB Events & Governance Now Media Ltd Management Discussions.

COMPANY OVERVIEW:

SAB Events & Governance Now Media Limited carried out the business of publication and MICE. Governance Now, the fortnightly magazine of the Company is a multi-media initiative for participatory reportage and analyses related to governance of all institutions and processes that are vital to public life in India. Our editorial team comprises of highly experienced senior journalists and guest writers from diverse disciplines and professional background. Currently, the magazines are also available on " www.governancenow.com " in the digital format.

INDIAN MACRO ECONOMICS SCENARIO

As per the advance estimates released by the Central Statistics Office, GDP growth at constant market prices for FY 2016-17 is placed at 7.1%, as against 7.6% in FY 2015-16. It is expected to return to normal in FY 2017-18, as adequate new currency notes fill the demand-supply gap in the markets, and follow-up actions to demonetisation take effect. It is likely that the Indian economy will register 6.75%-7.5% growth in F.Y. 2017-18.

India will remain the worlds fastest-growing major economy despite demonetization. The Indian economy is expected to grow at 7.2 per cent in FY 2017-18, as per the forecast by the World Bank Report. The fundamentals of the Indian economy remain strong, with robust economic growth, strong fiscal consolidation, low current account deficit, higher agricultural output, growing FDI, low inflation and higher wages in rural areas. Goods and Services Tax (GST) is implemented in the second quarter of the fiscal year, and is expected to yield substantial growth dividends from higher efficiencies, and raise more revenues in the long term; it is also a bold new experiment in the governance of Indias cooperative federalism.

INDUSTRY OVERVIEW:

The Indian Media and Entertainment (M&E) industry is a sunrise sector for the economy and is making high growth strides. Proving its resilience to the world, the Indian M&E industry is on the cusp of a strong phase of growth, backed by rising consumer demand and improving advertising revenues. Media content creation, access and consumption have gone through enormous changes and we expect the shifts to be more dramatic over the next five years.

The industry has been largely driven by increasing digitisation and higher internet usage over the last decade. Internet has almost become a mainstream media for entertainment for most of the people.

Indias print media industry witnessed many ups and downs in 2016. On the positive side, while steady revival of the consumption cycle driven by good monsoons, the Seventh Pay Commission pay-out, and productive festive season boosted the industry, the currency reform of demonetisation countered this growth in the end of the year. As per the M&E Industry Report 2017 prepared by KPMG and FICCI, the Indian print media industry grew at a robust rate of 7.02%, from Rs. 283 billion in 2015 to Rs. 303 billion in 2016. It is expected to grow at a CAGR of 7.3% for the period CY 2016-2021. While print medias advertising revenue grew at 6.4% and reached Rs. 201 billion, its revenue from circulation grew at 8.4% and touched Rs. 102 billion. Of this, the dedicated revenue growth of the newspapers vertical stood at 7.8% to touch Rs. 290 billion.

Growth Outlook:

The Indian Print Industry has witnessed many ebbs and flows in 2016. While factors such as steady revival of the consumption cycle driven by better monsoons, the 7th Pay Commission Payout and productive festive season gave the industry much needed impetus, this growth was counterpoised by demonetization towards the end of the year. Digital Advertising is expected to continue to be the fastest growing advertising segment for the media industry in the foreseeable future. (Source: KPMG in Indias analysis 2016-17).

The consistent growth of the Print Industry is a testament to the importance of small town and rural markets. Amidst competition from digital media, the Indian print industry, unlike its western counterparts, is growing on the back of demand from the Tier II and Tier III markets.

In 2016, magazine segment accounted for 4.4 percent of the India print industry as compared to 5.1 percent in 2015. The magazine segment continues to compete with other mediums as most of the content is always available on the television or internet.However, niche magazines continue to attract readers based on factors similar to those driving regional newspapers.

The increase in affluence and consumption levels in regional markets has been the key growth driver for print over the last decade. This trend is likely to sustain with increase in literacy as well as emergence of a younger generation that is more aspirational. This has attracted the attention of both advertisers as well as content creators across all media types - cinema, television, print, radio, etc.

KEY CONCLAVES

2017

Second in the series of PSU IT forum 2017 focused on new technological innovations and automation of the public sector enterprises for their business growth which is crucial for the economic growth of the country. The second edition of PSU IT Forum focussed on the futuristic technologies that are going to make the public sector competitive in their business vertical and will help them look beyond their core business to further diversification.

Governance Now India Banking Reforms Conclave, 2017 14 July 2017 : Mumbai

In a complex and demanding scenario, banks must transform to deliver world class customer service, simplify operations, and execute a holistic strategy. Reform measures especially on governance have achieved traction and attained some level of maturity. The need of now is to accelerate this process on the lines as covered in various preceding points. Continuing with the journey, Governance Now 2nd India Banking Reforms, 2017 year deliberated on innovation and collaboration opportunities for banks to further financial inclusion in the country.

Governance Now launched its second casebook- The Financial Inclusion Casebook. With cash still being the preferred mode of transaction for a large section of Indians, there is a greater need to popularise the cashless transaction model in a big way. Financial inclusion is providing access to a wide range of financial services, not just bank accounts, at a reasonable cost to unbanked and underbanked. Under PMJDY, accounts have been opened but what about access to insurance, credit and pension facilities and channelling of all government benefits directly into the beneficiaries bank accounts? Post demonetization there are many cashless models that have come for the fast-tracking cashless transaction in the country. But which is the best model to adopt? How should the bank go for digital inclusion to financially excluded segments? What are the most effective ways in creating awareness and giving access to financial services to them?

Governance Now 5th PSU Awards Summit - 27 February 2018 : New Delhi

At the Governance Now 5th PSU Awards, we built a holistic approach towards assessing the PSUs not just financially, but from their approach towards national goals as well. Importantly we used a broad framework set up by Moodys to assess the financial health, and a vastly evolved questionnaire to assess the intangible institution and nation building role of the PSUs. Innovations were carried out in the Financial Metrics as well as non Financial Metrics to bring out aspects of a PSUs journey that is not often necessarily assessed for private sector companies.

Governance Now Conclave on Corporate Governance 28 February 2018

To strengthen corporate governance in the country, Governance Now has organised an interaction with Shri PP Chaudhary, Honble Union Minister of State, Ministry of Law and Justice, and Corporate Affairs, Government of India. The last decade has seen multiple corporate meltdowns due to governance failure, which has affected the trust of the investors, and economy. In the panel discussion experts discussed the current challenges and solutions to reinforce the culture of good corporate governance, and regulations to reassure the effective implementation of policies and laws.

OPPORTUNITIES AND THREAT

Opportunities

Learning Curve: The immense experience of the promoters in the media industry has proved to be an added advantage in understanding the taste of audience and producing differentiated contents.

Digitial, yet to Impact household leadership: While the youth population might have shifted to the digital media, the age group of 35 years and above still prefer a physical copy. Easy accessibility, door-to-door delivery, affordability, comfort, the habit of reading a physical copy etc. are some factors that have kept the print players afloat in this digital era.

Print Advertising: In the midst of all different types of technological innovations the print media still plays a vital role as many advertisers have begun to resort to print media to advertise their products as it directly reach the consumers.

Challenges and Threats

Digitization: internet penetration is bound to grow exponentially in the near future. Vast plethoras of channels are available at viewers disposal which has given rise to increased competition. Across the world, the print industry is adapting itself to opportunities presented by digital disruption and resulting economic shifts.

Consistency: Consistency of content quality is essential to maintain targeted revenues.

FINANCIALS

Share Capital

As on 31st March, 2018, the Authorized Share Capital of the Company stood at Rs. 1,103 lakhs divided into 109.9 lakhs Equity Shares of Rs. 10/- each and 0.4 lakhs 0.01% Non-Convertible Non-cumulative Redeemable Preference Shares of Rs. 10/- each.

As on 31st March, 2018, the Paid-up Share Capital of the Company stood at Rs. 1,049.37 lakhs divided into Rs. 1,048.37 lakhs comprising of 104.83 lakhs Equity Shares of Rs. 10/- each full paid-up and Rs. 1 lakh comprising of 0.1 lakh 0.01% NonConvertible Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid-up.

Other Equity:

The total other equity as at 31st March, 2018, amounted to Rs. 455.10 lakhs as per statement of Profit and Loss.

Long Term Borrowing:

The total secured loans as at 31st March, 2018, stood at Rs. 4.41 lakhs comprising vehicle loans.

Short Term Borrowing:

The total short term borrowings as at 31st March, 2018, stood at Rs.63.50 lakhs.

SABGROUP Media Ltd

Fixed Assets:

Depreciation of Rs. 84.69 lakh was charged to the statement of Profit and Loss. The Net Block of Tangible Fixed Assets and Intangible Fixed Assets as on 31st March, 2018 was Rs.30.39 lakhs and Rs. 0.12 lakhs respectively. The goodwill on demerger as on 31st March, 2018 amounted to Rs. 614.57lakhs.

Investments:

There are no investments as on 31st March, 2018.

Revenues:

The Company earned total revenues of Rs. 251.84 lakhs during the year ended 31st March, 2018 through business activities.

The operating expenses of the Company for the year ended 31st March, 2018 is Rs.97.92 lakhs Critical accounting policies

The principles of revenue recognition are as under:

The Company earns its revenue in the form of subscription, advertisement, distribution and sponsorship. Subscription Income is recognized on straight line basis over a period of subscription. Other revenues are recognized when related event occurs upto the reporting date.

Segment wise Performance

The Company is operating in single primary business segment i.e. Publication & MICE. Accordingly, no segment reporting as per Accounting Standard - 17 has been reported.

Internal Controls and Adequacy of those controls

Adequate systems of internal controls that commensurate with the size of operation and the nature of business of the Company have been implemented. Risks and controls are regularly viewed by senior and responsible officers of the company that assure strict adherence to budgets and effective use of resources. The internal control systems are implemented to safeguard Companys assets from unauthorized use or disposition, to provide constant check on cost structure, to provide financial and accounting controls and implement accounting standards.

Human Resources

Human capital is a very important asset in a media Company. The Company has built up a human resource structure, which has enabled the Company to grow and take up challenges. The Company has a qualified team of professionals.

As on 31st March, 2018, the Company had 31 permanent employees on its payroll.

Business Risks

Change in Consumer Preference Risks

The Content published by the Company need not appeal the target audience always as the target audience preferences are bound to change. The level of creativity required for the audience targeted varies with the available options to the consumers.

The Company earns revenue by selling its published copies across India which is a combination of advertising and media content. Any change in the quality of the content or the ratio of advertisements vis-a-vis the article published in the magazine can affect the revenues generated from both.

Expenses:

Revenue Risks

Technological Risks

With broadband and smart phones penetrating the markets rapidly, there is an increase in usage of online availability of news and hence, the Company aims at improving the content displayed on its website HYPERLINK "http://www.governancenow.com " www.governancenow.com and also on digital course as such YouTube to compete with other publication houses.

Regulatory Matters

The business may have a positive or a negative impact on the revenues in future due to changes in the regulatory framework and tax laws as compared to the current scenario. Management continuously monitors and makes efforts to arrest decline or adverse output on any of these factors.

Outlook

With the growing importance of digital media, e-magazines, smart phones and the convergence of media and technology, we are aiming at monetizing the Companys content through induction of emerging technology platforms and improvements, so as to offer next generation features on multiple-media including the digital media, web, smart phones, tablets, and other digital devices and e-commerce business. The Company is proactively planning to place its readers and advertisers at the cutting edge of technology.

The industry is undergoing transformation, driven by digital technologies, opportunities for further penetration of the billion strong markets, and an enabling regulatory framework. At the same time, it remains sensitive to the economic situation, and a lot will depend on its ability to manage the risks of continued shortage of skilled manpower, and ability to spur end user pricing across segments. The Company is proactively planning to place its readers and advertisers at the cutting edge of technology.

Cautionary Statement

Statements in the Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations may be "forward- looking statement" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include economic conditions affecting demand/ supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.