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The Members,
The Directors have pleasure in presenting their 21st Annual Report on
the business and operations of the Company and the accounts for the
Financial Year ended March 31, 2015.
1. FINANCIAL RESULTS:
Particulars (Standalone) (Amount in INR/lakhs)
2014-15 2013-14
Total Income 7,083.64 3,902.67
Total Expenditure 6,113.22 2,947.33
Profit before exceptional items and Tax 970.42 955.34
Less: Exceptional Items - -
Profit before Tax 970.42 955.34
Less: Current Tax 356.6 109.97
Earlier Year Short Tax Provision 51.58 -
Deferred Tax (24.24) 0.58
Net Profit after Tax 586.48 844.79
2. DIVIDEND:
Your directors have decided to deployed back the profits earned during
the year and therefore not declared any dividend for the current
financial year.
3. RESERVES:
There are no amounts transferred to Reserves during the year under
review. However credit balance of Profit and Loss Account is
transferred to Reserves and Surplus in Balance Sheet.
4. INFORMATION ON THE STATE OF COMPANY'S AFFAIR:
During the year under review, the revenue increased by 81.50%.However
The Company's profitability has reduced due to increase in
administrative expenses and taxation.
Your Directors are continuously looking for avenues for future growth
of the Company in the Broadcast management and Content Syndication
business.
5. 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.
6. 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.
7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any subsidiary, joint ventures and associate
company.
8. DEPOSITS:
During the financial year 2014-15, 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.
9. SHARE CAPITAL:
The Paid-up Equity Share Capital as on March 31, 2015 was Rs.
2,36,826,000/- comprising 2,36,82,600 Equity Shares of Rs. 10/- each.
Bonus Issue of Shares:
During the year under review, the Company has issued 1,18,41,300 Bonus
shares of face value of Rs. 10/- each on February 13, 2015, in the
ratio of 1:1, i.e., One additional Equity Share for every One existing
Equity Share held by the Members as on the Record Date fixed by the
Board i.e., February 12, 2015, by capitalizing a part of the Free
Reserves as per the Audited Balance Sheet for the financial Year ended
March 31, 2014. Consequent to the Bonus issue, the total Paid-up
capital of the Company has increased to Rs. 2,36,826,000/- comprising
2,36,82,600 Equity Shares of Rs. 10/- each.
10. 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.
11. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
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.
12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required by Clause 49 of the Listing Agreements with Stock
Exchanges, the Management discussion and Analysis Report, which forms
part of this Annual Report.
13. CORPORATE GOVERNANCE:
The Company is committed to good corporate governance in line with the
Listing Agreement and TDML's corporate governance norms. The Company is
in compliance with the provisions on corporate governance specified in
the Listing Agreement with BSE. The Compliance certificate from M/s.
Subramianiam Bengali & Associates, Chartered Accountants regarding
compliance of conditions of corporate governance as stipulated in
Clause 49 of the Listing agreement has been annexed with the report.
14. BUSINESS RESPONSIBILITY REPORT:
Pursuant circular no. CIR/CFD/DIL/8/2012 dated 13th August, 2012 issued
by Securities and Exchange Board of India (SEBI), Clause 55 of the
Listing Agreement relating to Business Responsibility Report is not
applicable to the Company.
15. 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 headed by Ms. Shivaani
Jaisingh to redress complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees) are covered
under this policy. During the year 2014-2015, no complaints were
received by the Company related to sexual harassment.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review, the Company has appointed Mr. Arvind
Agarwal as Director of the Company on May 29, 2014, Mr. Shivanshu
Pandey was appointed as Director on August 14, 2014. Mr. Anil Wanvari
has resigned on August 14, 2014.
Ms. Shivaani Jaisingh was appointed as Director on October 11, 2014 and
later post end of the financial year she was designated as a Whole-time
Director of the Company on August 10, 2015.
Mr. Ratish Tagde and Ms. Aparna Shah were appointed as Director of the
Company on February 27, 2015 and post end of the financial year, Ms.
Aparna Shah was designated as a Whole-time Director of the Company on
August 10, 2015.
Mr. Sankool Shah and Mr. Harish Patil have resigned on October 11, 2014
and Mr. Ankur Joshi resigned on November 14, 2014.
Mr. Kamlesh Bhanushali resigned as Managing Director on December 04,
2014. Post end of the Financial Year, Mr. Kamlesh Bhanushali was
appointed as Chairman and Whole-time Director of the Company on 10th
August, 2015.
During the year under review, Mr. Vishal Gurnani was appointed as CEO
and CFO on October 11, 2014 and resigned on February 27, 2015 from the
position of CEO and CFO and then he was appointed as Managing Director
on the Board w.e.f March 01, 2015.
Mr. Arvind Agarwal, Non-Executive Director is liable to retire by
rotation at the ensuing Annual General Meeting and, being eligible he
has offered himself for re-appointment. Your Board has recommended his
re- appointment.
In compliances with the provisions of Section 149 read with Schedule IV
of the Act, the appointment of Mr. Ratish Tagde as Independent
Director is being placed before the Members in General Meeting for
their approval.
17. DECLARATION OF INDEPENDENT DIRECTORS:
The Company has received declarations from all Independent Directors
that they meet the criteria of independence as laid down under Section
149(6) of the Act and Clause 49 of the Listing Agreement with the Stock
Exchanges.
18. EVALUATION OF BOARD'S PERFORMANCE:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration. The manner in which the evaluation has been carried out
has been explained in the Corporate Governance Report.
19. 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.
20. MANAGERIAL REMUNERATION:
Disclosures of the ratio of the remuneration of each director to the
median employee's 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 B".
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 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
22. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Board has constituted a Corporate Social Responsibility Committee
headed by Ms. Aparna Shah, with Ms. Shivaani Jaisingh and Mr.
Shivanshu Pandey as Members. The Company has adopted a Corporate Social
Responsibility (CSR) Policy in compliance with the provisions of the
Act.
The Company has also identified the social development project,
"NanheSwar" with the implementing agency, Center for Research and
Promotion of Indian Music (CRPIM), an NGO.
NanheSwar is an educational endeavor to refashion the character
development of school going children between the age of 7 to 12 years.
Under this project children will be introduced to the Indian Music
thereby helping in protecting preserving and promoting Indian music as
well as strengthen the sense of cultural identity amongst the children.
The Company has decided to spend its unspent portion of CSR budget on
the said project.
The average net profit of the Company, computed as per Section 198 of
the Act, during the three immediately preceding financial years was Rs.
392.65 lacs. It was hence required to spend Rs. 7.85 lacs on CSR
activities during the Financial Year 2014-15, being 2% of the average
net profits of the three immediately preceding financial years.
The Annual Report on CSR activities is annexed as "Annexure A".
23. RELATED PARTY TRANSACTIONS:
During the financial year 2014-15, 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 2014-15, 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 Company's website at the
http://www.trilogicdigitalmedia.com/rtp-policy/.
24. 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.
25. 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 ot 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.
26. STATUTORY AUDITORS:
The Company, pursuant to section 139 of the Companies Act, 2013 and
rules framed there under, in the previous Annual General Meeting held
on 20th September 2014, had appointed M/s. Subramaniam Bengali &
Associates., Chartered Accountants, as the Auditor of the Company who
shall hold office till the conclusion of the 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.
M/s. Subramaniam Bengali & Associates have express their willingness to
get re appointed as the Statutory Auditor of the Company and has
furnished a certificate of their eligibility and consent under section
141 of the Companies act, 2013 and the rules framed there under. As
required under Clause 49 of the Listing Agreement, the auditors have
also confirmed that they hold a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India.
The Board recommends ratification of the appointment of M/s.
Subramaniam Bengali & Associates at the ensuing Annual General Meeting
of the Company.
27. AUDITORS' OBSERVATION & REPORT:
Regarding observation about non deposit of the some of the statutory
dues with the Government Authorities, your management wish to inform
you that the said delay in deposit was not intentional. Since there is
was delay in receipt of funds from debtors we could not allocate the
funds for statutory dues timely.
The observation made in the Auditors' Report read together with
relevant notes thereon are self-explanatory and hence do not call for
any further comments under Section 134 of the Companies Act, 2013.
28. 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 Mr. Mihen Halani& Associates,
practicing Company Secretary for conducting secretarial audit of the
Company for the financial year 2014- 2015.
The Secretarial Audit Report is annexed herewith as "Annexure C".
Board's Reply on comments in the Secretarial Audit Report.
The Company had not appointed a Company Secretary during the year as
required under the provision of Sec 203 of the Companies Act, 2013.
The Company has finalised the candidature for the position of Company
Secretary and an offer letter is issued to the said candidate.
One of the Executive Director was attending the office of CFO of the
Company since 11th October, 2014. However, post his appointment as a
Managing Director of the Company; he has vacated the office of CFO
w.e.f. 27th February, 2015. Company has not filled the said vacancy
till 31st March, 2015.
One of the Director was acting as a CFO. Post his appointment as a
Managing Director, he has vacated the position of CFO. The Company is
now looking for the fit and proper candidature for the position of CFO
to comply with Section 203(1) of the Companies Act, 2013.
The Company has constituted CSR Committee and adopted CSR Policy post
end of the financial year under review. Further, the Company is yet to
spend the amount as required under Sec 135 of the Companies Act, 2013
on identified CSR activities as mentioned in the Schedule VII of the
Companies Act, 2013.
The Board has constituted a Corporate Social Responsibility Committee
headed by Ms. Aparna Shah, with Ms. Shivaani Jaisingh and Mr.
Shivanshu Pandey as Members in its meeting held on 10th August, 2015.
Thereafter the Company has adopted a Corporate Social Responsibility
(CSR) Policy in compliance with the provisions of the Act. The Company
has also identified the social development project, "NanheSwar" with
the implementing agency, Center for Research and Promotion of Indian
Music (CRPIM) an NGO, NanheSwar is an educational endeavor to refashion
the character development of school going children between the age of 7
to 12 years. Under this project children will be introduced to the
Indian Music thereby helping in protecting preserving and promoting
Indian music as well as strengthen the sense of cultural identity
amongst the children.
The Company has decided to spend its unspent portion of CSR budget on
the said project.
The Company during the financial year has not published its results and
notice of the Board Meeting as required under Clause 41 of the listing
agreement in newspapers. However, it is regular in filing the same with
BSE and uploading the same on its website.
The Company publishes the results on BSE website as well as on its own
site. The relevant documents are already in public domain. However, the
Company will comply with this additional publication henceforth.
During the year under review the Company has increased its authorised
share capital from Rs. 20 Cr to 24.50 Cr. and passed necessary
resolutions to this effect. However, due to typographical error, the
notice of the meeting stated Rs. 24 Cr. instead of 24.50 Cr.
Subsequently, Company clarified the matter to the Government
Authorities and has obtained requisite approvals for increase in
authorised share capital from the Registrar of Companies, Mumbai by
filing necessary forms and has paid respective stamp duty on Rs. 24.50
Cr.
The observation made is self-explanatory and hence do not call for any
further comments.
There was delay in taking members approval for bonus issue as required
under Chapter IX (Clause 95) of the Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements) Regulations, 2009.
The Company has applied for condonation of the said the delay with
SEBI.
The delay in completion of Bonus issue was not intentional. The Company
has already applied to SEBI for condonation of the said delay.
It was observed that occasionally the Company has used letterhead not
having CIN.
The same is not intentional. The company has printed letterheads with
CIN no and also using the same. However occasionally one of the
employee has used old letterheads resulting non-compliance of the
relevant provisions. Now, we have discarded all old letterheads so that
no one can have access to the same.
The Company has not appointed the internal auditor as required under
the provisions of section 138 of the Companies Act, 2013.
Company will finalize the said appointment in the current financial
year, 2015-2016.
29. 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.
30. 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.
On behalf of Board of Directors
Sd/-
Place: Mumbai Kamlesh Bhanushali
Date: August 10, 2015 Chairman | 