As on: May 04, 2024 11:11 AM
Dear Members,
Your Directors take pleasure in presenting their 32nd Annual Report together with the Audited Statements of accounts for the Financial Year ended on 31st March, 2022.
Financial summary of the Company
During the year under review, the Company has shown notable performance. The extracts of financial results 2021-22 are as under:
in Lakhs (Rs.)l
Operational
During the year, the company has carried out its business operations. F-lowever Company has achieved a stable profit during the year. Your Directors are putting their best efforts to improve the performance of the Company. The company anticipates more development in the Finance Industry in years to come.
The income from operations during the year is Rs. 1,551.32 Lakhs as against Rs. 579.29 Lakhs in the previous year. The Company made a profit before tax of Rs. 91.27 Lakhs as against the profit of Rs. 7.54 in Lakhs in the previous year.
Dividend
Your Directors intend to plough back available resources for the financial requirements and express their inability to recommend any dividend for the financial year.
Transfer to Reserves
The net movements in the major reserves of the Company are as follows:
No amount is proposed to be transferred to the Reserves and Surplus Account.
Change in the nature of business
During the Financial Year under review, no changes have occurred in the nature of the Company’s business.
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
There has been no material changes and commitments affecting the financial position of the Company to which the financial statement relates.
Details in respect of adequacy of internal financial controls with reference to the Financial Statement
There is an adequate internal financial control with reference to the Financial Statements. Company has well trained staff who look after accuracy of internal financial Control.
Details of Subsidiary/Joint Venture/ Associate Companies
During the year under review, the Company has no Subsidiary/Joint Venture/ Associate Company. Form No. AOC-1 is attached to this report as Annexure-‘A\
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.
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 of the Companies Act 2013.
Public Deposits
During the year under review, your Company has neither accepted nor renewed any deposits. 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.
Auditors
GJ Statutory Auditors
in the 30th AGM held on September 20 2020 the Members appointed M/s BAS &. Co. LLP Chartered Accountants (Firm Registration No.323347E/E300008) as Statutory Auditors of the Company
(ii) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. V Kumar and Associates (CP No.:10438, FCS: 8976), Company Secretaries to undertake the secretarial audit of the Company.
Auditors’ Report
A copy of Independent Auditors’ Report and Notes forming part of the Financial Statements as provided by Independent Auditor has been annexed to this Report contains following reservation, qualification or adverse remarks.
Auditor’s Modified Opinion: The Company’s management has not provided for permanent diminution in value of investment made in listed entities aggregating to Rs. 1,36,87,968. Based on
the information available on the MCA Portal, the said compliance are either in the process of liquidation or insolvency. Updated financial and status of liquidation/ insolvency process is not available for verification. Due to lack of appropriate information, management is unable to determine the exact amount of provision required. The management is required to de-recognize the investment amount in its books of account but financial Impact due to diminution in value of above investments on financial statement is presently indeterminate and the assets and surplus of the company are overstated to the extent, therefore in auditor’s view it constitutes a departure from Indian Accounting Standard (IndAS) 109 Financial Instruments prescribed under section 133 of the Companies Act, 2013. The Company’s management has not charged interest on loans and advances made to individuals and has also not taken EPF and ESI registration.
Management Reply: The company has made long term investment in listed entities in earlier years aggregating to Rs. 1,36,87,968 Recently, it has come to the notice of the company that those companies are either under liquidation or Insolvency Resolution process. Updated financials and present status of liquidation / insolvency process is not available for perusal. Therefore, at present, exact amount of permanent diminution in value of investment is not ascertainable. Hence, due to lack of appropriate information, no provision has been provided for as on the balance sheet date on estimate basis. The management is taking adequate steps to determine the exact status and amount realizable. And also due to Covid pandemic hit in the beginning of the Financial Year and also in the past. So, the company could not concentrate on the internal audit function during the year. However, the board of directors will make sure that necessary action will be taken in the current Financial Year. Company has also appointed Internal Auditor in this regard for the Financial Year 2022-23.
Secretarial Audit Report
A copy of Secretarial Audit Report as provided by Company Secretary in Practice has been annexed to this Report as Annexure- E. The Secretarial Audit Report contains following reservation, qualification or adverse remarks.
Auditor’s Modified Opinion: Since, Company is required to appoint Internal Auditor pursuant to section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, But the Company did not appoint any internal Auditor during the year under review.
According to the information provided to us the Company’s management has not provided for permanent diminution in value of investment made in listed entities aggregating to Rs. 1,36,87,968.
The Company’s management has not charged interest on loans and advances made to individuals Hence Company is not in compliance with section 186(7) of the Companies Act, 2013.
Company has also not taken EPF and ESI registration.
Management Reply: The company has made long term investment in listed entities in earlier years aggregating to Rs. 1,36,87,968 Recently, it has come to the notice of the company that those companies are either under liquidation or Insolvency Resolution process. Updated financials and present status of liquidation / insolvency process is not available for perusal. Therefore, at present,
exact amount of permanent diminution in value of investment is not ascertainable. Hence, due to lack of appropriate information, no provision has been provided for as on the balance sheet date on estimate basis. The management is taking adequate steps to determine the exact status and amount realizable. And also due to Covid pandemic hit in the beginning of the Financial Year and also in the past. So, the company could not concentrate on the internal audit function during the year. However, the board of directors will make sure that necessary action will be taken in the current Financial Year. Company has also appointed Internal Auditor in this regard for the Financial Year 2022-23.
Shifting of Registered Office
During the year under review, the Company has not shifted its registered office.
Share Capital
A. Increase in Authorised Share Capital and Preferential Allotment of Shares
The Company has not increased its authorized share capital.
B. 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
C. 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
D. 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
E. 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.
Extract of the Annual Return
The extract of the Annual Return in Form No.MGT - 9 has been enclosed with the report herewith as per Section 92 of the Companies Act 2013 is annexed as ‘Annexure-B’.
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.
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 of partnership for inclusive development.
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 stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process.
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 of the Companies Act, 2013 and Articles of Association.
Mr. Sanjeev Kumar Jha (DIN: 02840583), Whole Time Director of the Company, retires by rotation in the ensuing AGM and being eligible offers herself for re-appointment.
During the year Mrs. Sangeeta Mukherjee (DIN: 02836339), Mr. Sanjeev Kumar Jha (DIN: 02840583), Mr. Sulabh Dikshit (DIN 07070194) were in the board of directors.
Mr. Paras Shah (DIN: 07070206), had resigned from the Board of Director on 25/05/2022. Board of directors appreciated his tenure in the Board.
Mrs. Pooja Suri was appointed as an Additional Independent Director of the company in the board meeting held on 25/05/2022 and proposed to be regularized as a Director of the company in the ensuing Annual General Meeting.
Number of Meetings of the Board of Directors
The Board of Directors consists of Four Directors including Three Independent Directors during the period under report.
During the 12 months period ended March, 2022, 12 (Twelve) Board Meetings were held on 15/04/2021, 14/06/2021, 30/06/2021, 20/07/2021, 12/08/2021, 02/09/2021, 13/09/2021,
20/10/2021, 12/11/2021, 20/01/2022, 14/02/2022 and 01/03/2022.
The intervening gaps between the Meetings were within the period prescribed under the Companies Act, 2013.
Details of the attendance of the Directors attending the Board Meeting(S) are provided hereunder:
There has been no change in composition of Board.
Audit Committee
During the financial year 2021-22. the Company has an Audit Committee comprising Mrs. Sangeeta Mukherjee (Non-Executive and Independent Director), Mr. Sulabh Dikshit (Non-Executive and Independent Director) and Mr. Paras Shah (Non-Executive and Independent Director). The terms of reference of the Audit Committee interalia include overseeing financial reporting process, reviewing the financial statements and recommending appointment of Auditors. There is no recommendation made by Audit Committee.
Stakeholder Relationship Committee
The Company has constituted a Stakeholder Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 20 of SEB1 (LODR) Regulations, 2015 as amended from time to time.
During the financial year 2021-22, the Committee comprises Mrs. Sangeeta Mukherjee (NonExecutive and Independent Director), Mr. Sulabh Dikshit (Non-Executive and Independent Director) and Mr. Paras Shah (Non-Executive and Independent Director).
Nomination and Remuneration Committee
The Company has constituted a Nomination and Remuneration Committee of Directors in compliance with provisions of the Companies Act, 2013 Regulation 19 of SEB1 (LODR) Regulations, 2015 as amended from time to time. The Committee’s scope of work includes deciding on remuneration and policy matters related to remunerations of Directors and laying guidelines for remuneration package or compensation.
During the financial year 2021-22, the Committee comprises of Mrs. Sangeeta Mukherjee (NonExecutive and Independent Director), Mr. Sulabh Dikshit (Non-Executive and Independent Director) and Mr. Paras Shah (Non-Executive and Independent Director).
The Committee has formulated a Nomination and Remuneration Policy relating to the appointment and remuneration for the directors, key managerial personnel and other employees. The nomination and remuneration policy is annexed marked Annexure ‘D\
Appointment of Company Secretary
The Company appointed Ms. Nimmy Singh Chauhan, an Associate Member of the Institute of Company Secretaries of India, as Company Secretary of the Company w.e.f. 13.09.2021, and Mrs. Shalu Garg who was appointed on 18.03.2019 has resigned from the post of Company Secretary w.e.f 13.09.2021.
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 explained in corporate governance report. This policy is has been uploaded on the website of the Company- www.sharplinebroadcast.in
Management Discussions and Analysis Report
The Management Discussion and Analysis Report forms part of this Annual Report in compliance with Regulation 34 of SEB1 (LODR) Regulations, 2015 and is annexed marked as Annexure ‘C\
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 Regulation 15(2) of 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-‘D\
Risk Management Policy
Company has implemented proper risk management policy including identification therein of element of risk.
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 2022.
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.
Director’s 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, has 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.
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.