Dear Members,
Your Directors take pleasure in presenting the 30th Annual Report on the business and
operations of your Company along with the Annual Audited Financial Statements for the
financial year ended 31st March, 2024.
Financial Summary of the Company
The performance of the Company for the financial year ended on 31st March, 2024 is
summarized below:
Particulars |
Year 31.03.2024 Lacs) |
ended Year ended (In 31.03.2023 (In lacs |
| Income (Gross) |
1555.67 |
2024.46 |
| Expenditure |
1500.36 |
1958.82 |
Profit/(Loss) before Exceptional and extraordinary Items and tax |
55.31 |
65.64 |
| Less:- Tax Expense |
|
|
| Current Tax/Mat |
15.75 |
21.73 |
| Deferred Tax Adjustment-Cr/Dr) |
-1.53 |
14.02 |
| Tax Adjustments for Earlier Year |
0.09 |
0.24 |
Profit/ (Loss) after Tax |
33.61 |
(11.84) |
Dividend
No dividend were declared for the current financial year by the company.
Reserves
The Company has not transferred any amount from the statement of profit and loss to
general reserve during the year under review.
Brief description of the Company's working during the year
During the year, the net revenue from operations of your Company reduced from Rs.
1894.21 Lakhs to Rs. 1541 Lakhs. The Company has recorded a Net Profit of Rs. 33.61 Lakhs
in the financial year ended 31st March, 2024.
Change in the nature of business
The Company is engaged in the business of launching television channels, for the news,
films, music, serial, and others programmes and to carry on the business of T.V. News,
films, music, serials and feature agency on a worldwide network having stringers, special
correspondence, and representatives at different centers and other allied activities and
there has been no change in the nature of business during the year under review by the
Company.
Significant & Material Orders Passed by the Regulators or Courts or Tribunals
Impacting the Going Concern Status of the Company
No significant and material orders were passed by any Regulator(s) or Court(s) or
Tribunal(s) which would impact the going concern status of the Company.
Material changes and commitments, if any, 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.
No material changes and commitment affecting the financial position of the company have
occurred between the end of the financial year to which this financial statements relate
and the date of this report.
Details of Subsidiary/Joint Venture/ Associate Companies
During the year under review, the Company has no Subsidiary/Joint Venture/ Associate
Company.
Performance and financial position of each of the subsidiaries, associates and joint
venture companies included in the consolidated financial statement
The Company has no subsidiaries, associates and joint venture companies so this point
is not applicable on the Company.
Details in Respect of Frauds Reported by Auditors under Sub-Section (12) Of Section 143
other than those which are Reportable to The Central Government
Auditors have not reported any frauds during the year under review.
Public Deposits
During the year under review, the Company has not accepted any deposit under Section 73
of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and as per SEBI (LODR)
Regulations 2015, a separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board who were evaluated on parameters
such as level of engagement and contribution and independence of judgment thereby
safeguarding the interest of the Company. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance evaluation of the Chairman
and the Non Independent Directors was carried out by the Independent Directors. The Board
also carried out annual performance evaluation of the working of its Audit, Nomination and
Remuneration as well as Stakeholders Relationship Committee. The Directors expressed their
satisfaction with the evaluation process.
Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act
2013
The Company has given Loan or Guarantee or made Investment under Section 186 within the
limits specified under Sec 186(2) of the Companies Act 2013.
Particulars of Contracts or Arrangements with Related Parties
All material related party transactions that were entered into during the financial
year were on an arm's length basis and were in the ordinary course of business. There are
no materially significant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential
conflict with the interest of the Company at large. Form No. AOC-2 marked Annexure
‘A' is annexed to this report containing disclosure of related party transactions
under Section 188 of the Companies Act, 2013.
Share Capital
During the year under review, there is no change in Authorized Capital of the Company:
Issue of equity shares with differential rights
Company has not issued any equity shares with differential rights so no disclosure is
required as per rule 4(4) of the Companies (Share Capital and Debentures) Rules 2014.
A. Issue of sweat equity shares
Company has not issued sweat equity shares, so no disclosure is required as per rule
8(13) of the Companies (Share Capital and Debentures) Rules 2014.
B. Issue of employee stock options
Company has not issued employee stock options, so no disclosure is required as per rule
12(9) of the Companies (Share Capital and Debentures) Rules 2014.
C. Provision of money by Company for purchase of its own share by employees or by
trustee for the benefit of employees.
Company has not made any provision for purchase of its own share by employees or by
trustee for the benefit of employees so no disclosure is required as per Rule 16(4) of the
Companies (Share Capital and Debentures) Rules 2014.
Annual Return
As per the requirements of Section 92(3) of the Companies Act, 2013 and Rules framed
thereunder, the extract of the Annual Return of the Company for the financial year 2023-24
is available on the website of the Company.
Board of Directors and Key Managerial Personnel
While selecting Directors, the Company looks for an appropriate balance of skills,
experience, independence and knowledge to enable them discharge their respective duties
and responsibilities effectively. The Company has laid down a clear Policy on remuneration
of Directors, Key Managerial Personnel and other employees.
The Board of the Company was duly constituted in accordance with the provisions of the
Companies Act, 2013. As on the date of report, the Board of Director's consists of Four
(4) Directors and One (1) CFO and One (1) CS.
| 1. Mr. Bal Mukund Tiwari (Managing Director); |
| 2. Mr. Arpan Gupta (Non-Executive and Non-Independent Director); |
| 3. Mrs. Sakshi Wadhwa (Non-Executive and Independent Director); |
| 4. Mr. Vinod Aggarwal (Non-Executive and Independent Director); |
| 5. Ms. Sonia Sharma (CFO); |
| 6. Mr. Hobin Duggal (Company Secretary and Compliance Officer) |
Mrs. Vandana Birla (DIN 10100507) was appointed as Additional Director (Non-Executive
Independent) w.e.f. 31st May, 2023, regularization of whom is done in 29th Annual General
Meeting.
Mrs. Pooja Aggarwal resigned from the position of Chief Executive Officer citing
personal reasons w.e.f. 07th February, 2024.
In accordance with the requirements of the Companies Act, 2013 and Articles of
Association Mr. Arpan Gupta (Non-executive Director) (DIN-03498884), retires by rotation
in the ensuing AGM and being eligible offers himself for re-appointment.
Change in Company Secretary & Compliance Officer
Mr. Hobin Duggal (Membership Number: A55624) resigned from the position of Company
Secretary and Compliance Office w.e.f 09th May, 2024.
Further, Mr. Hobin Duggal (Membership Number: A55624) has been appointed by Board of
Director in their meeting held on 10th June, 2024 as Company Secretary and Compliance
Officer w.ef 10th June, 2024.
Performance Evaluation of Board
Pursuant to the provisions of the Companies Act, 2013 and as per SEBI (LODR)
Regulations 2015, a separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board who were evaluated on parameters
such as level of engagement and contribution and independence of judgment thereby
safeguarding the interest of the Company. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance evaluation of the Chairman
and the Non Independent Directors was carried out by the Independent Directors. The Board
also carried out annual performance evaluation of the working of its Audit, Nomination and
Remuneration as well as Stakeholders Relationship Committee. The Directors expressed their
satisfaction with the evaluation process.
Declaration by an Independent Director(s) and re-appointment, if any
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of Independence as prescribed under sub-section (6)
of Section 149 of the Companies Act, 2013.
Number of Meetings of the Board of Directors
The Board of Directors consisted of Four Directors including two Independent Directors
during the period under review. During the 12 months period ended 31st March, 2024, 09
(Nine) Board Meetings were held on 10.04.2023, 22.05.2023, 31.05.2023, 07.07.2023,
10.08.2023, 21.08.2023, 19.10.2023, 07.11.2023, 07.02.2024.
Committees of the Board
| Following are the three committees constituted by the Board: |
| 1. Audit Committee. |
| 2. Shareholders and Investor Grievance Committee. |
| 3. Nomination & Remuneration Committee. |
| The composition of Committees are as follows: |
1. Audit Committee |
| The Audit Committee as on the year ended stands as follows: |
| * Mr. Arpan Gupta (Non-Executive & Non-Independent Director) |
| * Mrs. Vandana Birla (Non-Executive & Independent Director) |
| * Mr. Vinod Aggarwal (Non Executive Independent Director) |
However, the following changes occurred:
On 31st May, 2023, Mrs. Sakshi Wadhwa (Non-Executive & Independent Director)
resigned from the company and consequently Mrs. Vandana Birla (Non Executive Independent
Director) became the member of the committee.
The constituted Audit Committee also meets the requirements under Section 177 of the
Companies Act, 2013.
The Chairman of the Committee is Mrs. Vandana Birla, an Independent Director nominated
by the Board.
The terms of reference of the Audit Committee, inter alia, include overseeing financial
reporting process, reviewing the financial statements and recommending appointment of
Auditors.
During the year 4(Four) Audit Committee Meetings were held.
2. Nomination and Remuneration Committee
The Nomination and Remuneration Committee as on the year ended stands as follows:
| Mr. Arpan Gupta (Non-Executive & Non-Independent Director) |
| Mrs. Vandana Birla (Non-Executive & Independent Director) |
| Mr. Vinod Aggarwal (Non Executive Independent Director) |
| However, the following changes occurred: |
On 31st May, 2023, Mrs. Sakshi Wadhwa (Non-Executive & Independent Director)
resigned from the company and consequently Mrs. Vandana Birla (Non Executive Independent
Director) became the member of the committee.
The constituted Nomination and Remuneration Committee also meets the requirements under
Section 178 of the Companies Act, 2013.
The Chairman of the Committee is Mrs. Vandana Birla, an Independent Director nominated
by the Board.
The Committee's scope of work includes identifying the persons who are qualified to
become directors and who may be appointed in senior management and recommend to the Board
their appointment and removal and carry out evaluation of every director's performance,
deciding on remuneration and policy matters related to remunerations of Directors and
laying guidelines for remuneration package or compensation.
The Committee has formulated a Nomination and Remuneration Policy relating to the
appointment and remuneration for the directors, key managerial personnel and other
employees.
During the year 2(Two) Nomination and Remuneration Committee Meetings were held.
3. Stakeholders Relationship Committee (SRC):
The Stakeholders Relationship Committee as on the year ended stands as follows:
Mr. Arpan Gupta (Non-Executive & Non-Independent Director), Mrs. Vandana Birla
(Non-Executive & Independent Director) and Mr. Vinod Aggarwal (Non Executive
Independent Director).
However, the following changes occurred:
On 31st May, 2023, Mrs. Sakshi Wadhwa (Non-Executive & Independent Director)
resigned from the company and consequently Mrs. Vandana Birla (Non Executive Independent
Director) became the member of the committee.
The constituted Stakeholders Relationship Committee also meets the requirements under
Section 178 of the Companies Act, 2013.
The Committee inter alia approves issue of duplicate share certificates and oversees
and reviews all matters connected with the securities transfer. The Committee also looks
into redressal of shareholders complaints like transfer/transmission of shares, non-
receipt of Annual Report, non-receipt of declared dividends, etc. During the year, nil
complaints were received from investors in respect of share transfers.
During the year 3 (Three) Stakeholders Relationship Committee Meetings were held.
Management Discussions and Analysis Report
The Management Discussion and Analysis Report forms part of this Annual Report in
compliance with Regulation 34 of SEBI (LODR) Regulations, 2015 and is annexed marked as
Annexure ‘B'.
Corporate Governance
The Company believes that the essence of Corporate Governance lies in the phrase
"Your Company". It is "Your" Company because it belongs to
you-"the Shareholders". The Chairperson and Directors are "Your"
fiduciaries and trustees. Their objective is to take the business forward in such a way
that it maximizes "Your" long term value. Your Company is committed to benchmark
itself with global standards in all areas including highest standards of Good Corporate
Governance. Besides adhering to the prescribed Corporate Governance practices as per SEBI
(LODR) Regulations 2015, the Company also endeavors to share information with its
stakeholders openly and transparently on matters which have a bearing on its economic and
reputational interest. The Corporate Governance Report of the Company is annexed to this
report as Annexure-‘C'.
Details of Establishment of Vigil Mechanism/ Whistle Blower Policy for Directors and
Employees
In order to ensure that the activities of the Company and its employees are conducted
in a fair and transparent manner by adoption of highest standards of professionalism,
honesty, integrity and ethical behavior, the Company has adopted a vigil mechanism policy.
This policy is has been uploaded on the website of the Company- www.sadhna.com
Auditors
Statutory Auditor
* M/s. BAS & Co. LLP, Chartered Accountants, (having FRN
323347E/E300008) as Statutory Auditors of the Company to hold the office from the
conclusion of 26th Annual General Meeting until the conclusion of 30th Annual General
Meeting and at such remuneration as may mutually be agreed upon between the auditors and
the Board of Directors of the Company."
* Further, It is proposed to re- appoint M/s. BAS & Co. LLP, Chartered Accountants,
as Statutory Auditors of the Company in the ensuing Annual General Meeting to hold the
office from the conclusion of this Annual General Meeting until the conclusion of 35th
Annual General Meeting and at such remuneration as may mutually be agreed upon between the
auditors and the Board of Directors of the Company."
The Company has received letter from them to the effect that their appointment, if
made, would be within the prescribed limits under Section 139(2) of the Companies Act,
2013 and that they are not disqualified for such appointment within the meaning of Section
139 (1) of the said Act.
Secretarial Auditor
M/s. V Kumar and Associates, Company Secretaries (FCS: 8976, COP No.:10438), are
the Secretarial Auditor of the Company to undertake the Secretarial Audit under the
provisions of Section 204 of the Companies Act, 2013.
Internal Auditor
M/s A D Goyal & Associates, Chartered Accountant (Firm Registration No. 0031058N)
as Internal Auditors of the Company in the ensuing Annual General Meeting to hold the
office from F.Y. 2023-2024 to F.Y. 2027-2028 and at such remuneration as may mutually be
agreed upon between the auditors and the Board of Directors of the Company.
Auditors' Report
All Observations made in the Independent Auditors' Report and Notes forming part of the
Financial Statements are self-explanatory and qualifications, reservations or adverse
remarks related to deposits have been made by the Statutory Auditors in the said Report.
Secretarial Audit Report
A copy of Secretarial Audit Report as provided by Company Secretary in Practice has
been annexed to this Report as Annexure-D. The Secretarial Audit Report contain a
reservation, qualification or adverse remark.
Shifting of Registered Office
During the year under review, the Company has not shifted its registered office.
Corporate Social Responsibility
Even though the provisions of Companies Act, 2013 regarding Corporate Social
Responsibility are not attracted to the Company yet the Company has been, over the years,
pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which
goes much beyond mere philanthropic gestures and integrates interest, welfare and
aspirations of the community with those of the company itself in an environment
partnership for inclusive development.
Independent Director
Independent Directors of the company have additionally met 2 times in the financial
year 2023-24, including for:- (a) To review the performance of non-independent Directors
and the Board as a whole, (b) To review the performance of Board taking into account the
views of executive and non-executive directors; (c) To assess the quality, quantity and
timeliness of flow of information between the company management and the Board which is
necessary for the Board to effectively and reasonably perform their duties.
Declaration by an Independent Director(s)
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of Independence as prescribed under sub-section (6)
of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015.
Conservation of energy, technology absorption and foreign exchange earnings and outgo
The details of conservation of energy, technology absorption, foreign exchange and
outgo are as follows:
A. Conservation of energy
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 are not applicable.
B. 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 Technology absorption are not applicable.
C. Foreign exchange earnings and outgo
There has been no expenditure and/or earning in foreign exchange.
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.
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.
For the purposes of effective internal financial control, the Company has adopted
various procedures for ensuring the orderly and efficient conduct of its business,
including adherence to company's policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information.
To ensure adequacy of internal financial controls, the procedures adopted by the
Company are based on the following parameters:
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.
Accountability of Transactions There is a proper delegation of authorities and
responsibilities so as to ensure accountability of any transaction.
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 software are extensively used.
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.
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.
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.
Transfer of Unclaimed Dividend to Investor Education and Protection Fund
Since there was no unpaid/unclaimed dividend which is required to be deposited to IEPF,
so the provisions of Section125 of the Companies Act, 2013, do not apply.
Risk Management Policy
Company has implemented proper risk management policy including identification therein
of element of risk.
Director's Responsibility Statement
Pursuant to Section 134(3) (c) of the Companies Act, 2013, with respect to Directors
Responsibility Statement, it is hereby confirmed and stated 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.
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.
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.
The Directors have prepared the annual accounts on a going concern basis.
The Directors have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively.
The Directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such system were adequate and operating effectively.
Acknowledgement
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.
|
|
By Order of the Board |
| Date: 29th August, 2024 |
|
For Sadhna Broadcast Limited |
| Date: New Delhi |
Sd/- |
Sd/- |
|
Arpan Gupta |
Bal Mukund Tiwari |
|
Director |
Managing Director |
|
DIN: 03498884 |
DIN: 02566683 |
|
Add: 5/6, 2nd Floor, |
Address: HNO. 450, Vrindavan, |
|
Left Side West Patel Nagar |
Raman Rati, PS-Vrindavan, |
|
New Delhi-110008 |
Tehsil-Mathura, Distt-Mathura, |
|
|
Uttar Pradesh-281121 |
|