To, Dear Members, Esha Media Research Limited
Your directors have the pleasure of presenting their 42 nd Annual Report together
with the Audited Accounts of the Company for the Year ended 31 st March 2025.
FINANCIAL RESULTS:
(Amount in Lacs)
|
March, 2025 |
March, 2024 |
| Total Revenue |
316.39 |
13.62 |
| Profit/(Loss) before taxation |
( 102.35) |
(8.90) |
| Add/Less: Tax Expense |
260.29 |
0.25 |
| Profit/(Loss) after tax |
(362.64) |
(9.14) |
OPERATIONAL REVIEW:
The Company recorded a turnover of Rs. 316.39 Lacs during the year under review as
against 13.62 Lacs in the previous year. The net loss after tax is Rs - 362.64 Lacs as
against a loss of Rs - 9.14 Lakhs in the previous year.
Esha Media Research Limited is developing various other verticals to increase
revenue and its presence in this sector. Media research, as per the clients' keywords, has
been well accepted in the industry, giving credibility to your company's research. The
research is done project-based, weekly, fortnightly or monthly basis. These reports give
an insider view of the behaviour trend of the media for the respective keywords. (Company,
brand, issues, competition, etc.)
DIVIDEND:
In view of losses, your directors regret their inability to recommend any dividend
on the Paid-up Share Capital of the Company for the period ending 31 st March 2025.
TRANSFER TO RESERVES:
Your directors do not propose any amount to be transferred to the Reserves for the
year ended 31 st March 2025.
EXTRACT OF ANNUAL RETURN:
The requirement to annexe the extract of the annual return in Form MGT 9 is omitted
vide the Companies (Amendment) Act, 2017 read with the Companies (Management and
Administration) Amendment Rules, 2021, effective from 05 th March 2021. As per Section 92
of the Companies Act, 2013, the copy of the annual return of the company has been placed
on the website of the company and can be accessed at www.eshamedia.com .
CORPORATE GOVERNANCE:
Your Directors reaffirm their commitment to good corporate governance practices
since the paid-up equity share capital not exceeding rupees ten crore and net worth not
exceeding rupees twenty-five crores, as on the last day of the previous financial year,
the requirement of corporate governance provisions specified in regulation 17 to 27 and
clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule
V of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is not applicable to the Company and hence, the Report on
Corporate Governance is not applicable to the company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 read with Schedule V to the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, is set out in this
Annual Report as Annexure -II.
PARTICULARS OF THE COMPANY'S SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANY:
The company does not have any Subsidiaries, Joint Ventures or Associate Companies.
DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
As a part of the effort to evaluate the effectiveness of the internal control
systems, your Company's internal audit system reviews all the control measures on a
periodic basis and recommends improvements, wherever appropriate. The Company has in place
adequate internal financial control systems and procedures commensurate with the size and
nature of its business. These systems and procedures provide reasonable assurance of
maintenance of proper accounting records, reliability of financial information, protection
of resources and safeguarding of assets against unauthorised use. The management regularly
reviews the internal control systems and procedures.
CORPORATE SOCIAL RESPONSIBILITY:
The Board of your Company has voluntarily constituted a CSR Committee. As on 31st
March, 2025, the Committee comprises three Directors. Your Company has also adopted a CSR
Policy.
The Composition of the CSR Committee is as follows:
| Name |
Designation |
Chairman/Member |
| Mr. Shishir Dileep Joshi |
Non-executive, Independent Director |
Chairman |
| Mr. Chetan RameshChandra Tendulkar |
Non-executive, Independent Director |
Member |
| Ms. Shilpa Vinod Pawar |
Whole Time Director |
Member |
Due to insufficient profits, Corporate Social Responsibility is not applicable to
the Company for the Financial Year 2024-2025.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to
state that:
i) In the preparation of the annual accounts, the applicable accounting standards
have been followed.
ii) The directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were 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 the year under review.
iii) The directors have 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.
iv) The directors have prepared the annual accounts on a going concern basis.
v) The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls were adequate and were operating
effectively.
vi) The directors had devised a proper system to ensure compliance with the
provisions of all applicable laws and that such a system was adequate and operating
effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Independent Director:
Pursuant to the provisions of section 149 of the Companies Act, 2013, the following
Non-Executive Directors are appointed as Independent Directors:-
| Sr. No. Name of the Director |
Date of Appointment |
| 1. Mr Shishir Dileep Joshi |
28/03/2013 |
| 2. Mr. Chetan Ramesh Chandra Tendulkar |
12/10/2017 |
Women Director:
In terms of the provision of Section 149 of the Companies Act, 2013 and Regulation
17 (1) of SEBI (LODR) Regulation, 2015, a listed company shall have at least one woman
director on the board of the company. Your Company has appointed Ms. Shilpa Pawar as the
Whole Time Woman Director on the Board w.e.f. 19/06/2019.
Key Managerial Personnel:
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key
Managerial Personnel of the Company are as follows:
| Sr. Name No. |
Designation |
| 1 . Ms. Shilpa Vinod Pawar |
Whole Time Director |
| 2. Mr. Raman Seshadri Iyer |
CFO |
| 3. Ms. Rachna Oshan Ghatalia |
Company Secretary |
Appointment / Resignation of Directors & KMP:
During the financial year under review, the Board of Directors of the Company, at
its meeting held on 28 th February 2025, accepted the resignation of Mr. Ashish Kumar
Purohit as Company Secretary (CS) and Key Managerial Personnel (KMP) of the Company with
effect from 28 th February 2025. The Board placed on record their appreciation for the
valuable services rendered by Mr. Ashish Kumar Purohit.
The Board of Directors of the Company, at its meeting held on 28 th February 2025,
approved the appointment of Ms. Rachna Oshan Ghatalia as Company Secretary (CS) and Key
Managerial Personnel (KMP) of the Company with effect from 01 st March 2025.
In accordance with the provisions of section 152(6) and the Articles of Association
of the Company, no director is liable to retire by rotation at the ensuing Annual General
Meeting of the Company.
COMMITTEES OF THE BOARD:
The committee of the Board is comprised as follows:
Audit Committee:
| Name |
Designation |
Chairman/Member |
| Mr. Shishir Dileep Joshi |
Non-executive, Independent Director |
Chairman |
| Mr. Chetan Ramesh Chandra |
|
|
| Tendulkar |
Non-executive, Independent Director |
Member |
| Ms. Shilpa Vinod Pawar |
Whole-time director |
Member |
Nomination and Remuneration Committee
| Name |
Designation |
Chairman/Member |
| Mr. Chetan Ramesh Chandra Tendulkar |
Non-executive, Independent Director |
Chairman |
| Mr Shishir Dileep Joshi |
Non-executive, Independent Director |
Member |
| Ms. Shilpa Vinod Pawar |
Whole-time director |
Member |
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent Directors of the Company have submitted the declaration of
Independence as required under Section 149(7) of the Companies Act, confirming that they
meet the criteria of independence under Section 149(6) of the Companies Act, 2013, and
there has been no change in the circumstances which may affect their status as independent
directors during the year.
BOARD EVALUATION:
Pursuant to the provisions of the Act and the Corporate Governance requirements as
prescribed by SEBI Listing Regulations, the Board has carried out an annual evaluation of
its own performance and that of its Committees and individual Directors; the Company has
devised criteria for performance evaluation of Independent Directors, Board/Committees,
and other individual Directors which includes criteria for performance evaluation of
Non-Executive Directors and Executive Directors. Performance evaluation has been carried
out as per the Evaluation Policy of the Board and its Directors, adopted by the Board.
The Nomination and Remuneration Committee has evaluated the performance of the Board
of Directors as a whole and the Independent Directors on the basis of the criteria such as
the contribution of the individual director to the board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.
In a separate meeting of independent directors held on performance of
non-independent directors, performance of the board as a whole and performance of the
chairman was evaluated taking into account the views of executive directors and
non-executive directors. At the Board Meeting held subsequent to the Independent Directors
meeting, evaluation of the Independent Directors and the performance of the Board as a
whole and its committees and individual directors was discussed. The Directors expressed
their satisfaction with the evaluation process conducted in the manner prescribed in the
evaluation policy.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The details of the programme for familiarisation of the Independent Directors with
the Company in respect of their roles, rights, responsibilities in the Company, nature of
the industry in which the Company operates, business model of the Company and related
matters are put up on the website of the Company.
REMUNERATION POLICY:
The Company is covered under the provisions of Section 178(1) of the Companies Act
2013, and as per the requirement, the Board has, on the recommendation of the Appointment
& Remuneration Committee, framed a policy for the selection and appointment of
Directors, Senior Management and their remuneration, including criteria for determining
qualifications and independence of Directors.
MEETINGS OF THE BOARD:
During the year 07 Board Meetings and 5 Audit Committee Meetings, 02 Nomination
Remuneration Committee meetings were convened and held. The intervening gap between the
Meetings was within the period prescribed under the Companies Act, 2013 and Secretarial
Standards of ICSI.
SHARE CAPITAL:
During the Financial Year 2024-25, there was no change in the share capital of the
Company either by way of Private Placement/Preferential allotment/Rights issue /Employee
Stock Option Scheme of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given any loans or guarantees covered under the provisions of
section 186 of the Companies Act, 2013.
The Company has not made any investment in the shares.
RELATED PARTY TRANSACTION:
All transactions entered into during the year with Related Parties as defined under
Section 188 read with Rule 15 of Companies (Meetings of Board and its powers) Rules, 2014
of the Companies Act 2013 and Rule 23 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, were in the ordinary course of business and on an arm's
length basis. During the year, the Company had not entered into any transaction referred
to in Section 188 of the Companies Act, with related parties which could be considered
material under the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. Accordingly, the disclosure of Related Party Transactions as required under Section
134(3) of the Companies Act 2013 in Form AOC-2 is annexed herewith as Annexure-I to this
report. Attention of Members is drawn to the disclosures of transactions with related
parties set out in Notes to Accounts forming part of the Standalone financial statements.
As required under Rule 23 (1) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are no material changes affecting the financial position of the Company
subsequent to the close of the Financial Year 2025 till the date of this report.
COST RECORDS:
The provisions relating to maintenance of cost records and cost audit as per section
148 of the Companies Act, 2013, are not applicable to the Company.
SIGNIFICANT AND MATERIAL ORDERS:
There have been no significant and material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status and the Company's operations in
future.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
A] Conservation of Energy, Technology Absorption:
Your Company is not a power-intensive company, even though the Company has taken all
measures to conserve energy. Your Company is not using any foreign technology.
B] Foreign Exchange Earnings and Outgo:
The Foreign Exchange Earnings and Outgo were NIL during the year.
WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism Policy to deal with instances of fraud and
mismanagement, if any.
In staying true to our values of Strength, Performance and Passion and in line with
our vision of being one of the most respected companies in India, the Company is committed
to the high standards of Corporate Governance and stakeholder responsibility.
The Vigil mechanism Policy ensures that strict confidentiality is maintained whilst
dealing with concerns and also that no discrimination will be meted out to any person for
a genuinely raised concern.
A high-level Committee has been constituted, which looks into the complaints raised.
The Committee reports to the Audit Committee and the Board; the Policy of vigil mechanism
is available on the Company's website.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
No case of sexual harassment was reported during the year under review.
COMPLIANCE UNDER MATERNITY BENEFIT ACT, 1961:
Your Company confirms that it has complied with the provisions of the Maternity
Benefit Act, 1961.
EMPLOYEE RELATIONS:
During the year under review, your Company enjoyed a cordial relationship with
employees at all levels.
AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules
framed thereunder, M/s. N.A Shah Associates LLP , Chartered Accountants, were appointed as
statutory auditors of the Company from the date of 11 th January 2024 to hold office till
the conclusion of the 46 th Annual General Meeting to be held in the year 2029 .
SECRETARIAL AUDIT:
Pursuant to 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. MSDS & Associates, Practising Company Secretaries , to undertake the
Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as
Annexure III to this report.
EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER MADE:
A] By the Auditor in his report:
(i) As stated in note 18.1 of notes to the financial statements, there is
outstanding interest free unsecured loan liability of Rs.. 769.68 lakhs as on balance
sheet date. These loan amounts were mainly borrowed in past period (detailed ageing of
outstanding loan is not available) from the ex-director and member of the Company. Based
on the information and explanation given to us, the Company is in process of discussion
with the ex-director and member for waiver of loan liability and the final settlement is
expected to be completed in the next financial year. Pending final settlement, balance
confirmation for outstanding loan liability as at balance sheet date are obtained from the
Company.
The above loan liability includes (a) INR 71.65 lakhs received (net of repayment of
INR 91.36 lakhs) post cessation of directorship and (b) INR 98.50 lakhs representing loan
amounts from members taken under erstwhile Companies Act, 1956 and not repaid to that
member as per the transition provision under the Act. In regard to the loan liability, the
Company is in the process of regularising the non-compliances with section 73 and 74 of
the Act.
Considering the above, our opinion on the financial statement for the year ended
31st March, 2025 is qualified and the financial impact will be given in the books of
account when the matter is resolved. This matter was qualified by us in our limited review
reports for the nine-months ended 31st December, 2024.
Management's Response: The Company acknowledges the auditor's observation regarding
the outstanding interest-free unsecured loan liability of 769.68 lakhs as on 31st March,
2025.
1. Discussion with Ex-Director/Member : The Company is actively engaged in
discussions with the concerned ex-director and member to arrive at a mutually acceptable
settlement. The waiver/settlement process is expected to be concluded during the financial
year 2025 26.
2. Compliance Regularisation : The management is evaluating the course-correcting
measures to regularise these non-compliances, and appropriate actions will be taken in the
current financial year (2025 26).
3. Accounting Impact : Any financial impact arising from waiver, settlement, or
compliance regularisation will be duly recognised in the books of account in accordance
with applicable accounting standards once the matter is resolved.
(ii) Attention is invited to note 54 of notes to the financial statements, which
indicates that the Company has incurred loss during the current year as well as in the
previous years, current liabilities are higher than its current assets and its net worth
is negative as on 31st March, 2025. These conditions indicate the existence of a material
uncertainty that may cast doubt about the entity's ability to continue as a going concern.
The Company has received commitment from the promoters/management for infusing the funds
as and when required for any working capital requirement or any other shortfall that may
arise. Accordingly, the financial statements are prepared on a going concern basis. Our
opinion is not modified in respect of the above matter. Attention was also drawn by us in
our limited review report for the nine months ended 31st December, 2024.
Management's Response: The Company acknowledges the observation regarding material
uncertainty related to its ability to continue as a going concern. As of September 2025,
the management has already initiated concrete steps to strengthen the financial position
of the Company.
1. Capital Infusion Plan : The promoters and management have resolved to raise fresh
funds through a combination of Share Warrants and Equity Shares . The proposed infusion
will provide sufficient resources to address past accumulated losses and ensure adequate
working capital for future operations.
2. Growth and Sustainability : The planned capital infusion is part of a broader
strategy to not only stabilize the Company's balance sheet but also to fund growth
initiatives. This includes strengthening operational capacity, expanding market presence,
and ensuring long-term sustainability of business operations.
Accordingly, the financial statements have been prepared on a going concern basis ,
reflecting the confidence of the management and promoters in the Company's ability to
continue operations and achieve growth in the foreseeable future.
(iii) Attention is invited to note 37 of notes to the financial statements, which
states that income tax expenses for the year comprises of (a) old income tax refund
receivable of Rs.80.65 lakhs, which are written off and (b) provision of Rs.177.57 lakhs
made as per application under the Direct Tax Vivad Se Vishwas Scheme (DTVSV) 2024.
Our opinion is not modified in respect of the above matter. Attention was also drawn
by us in our limited review report for nine months ended 31st December, 2024.
Management's Response: The Company acknowledges the auditor's reference to note 37
of the financial statements regarding income tax expenses for the year.
1. Old Refunds Written Off : The amount of 80.65 lakhs pertaining to old income tax
refunds has been written off after careful evaluation and considering the improbability of
recovery.
2. DTVSV Scheme Provision : A provision of 177.57 lakhs has been made in line with
the application filed under the Direct Tax Vivad Se Vishwas Scheme (DTVSV), 2024. This
reflects the Company's proactive approach in resolving legacy tax disputes in a time-bound
manner.
3. Accounting Impact : Due care has been taken to ensure that the appropriate
accounting treatment has been given in the books of account in accordance with applicable
standards, and all necessary disclosures have been made in the financial statements.
The management remains committed to maintaining compliance with all statutory
requirements and ensuring transparent financial reporting.
(iv) Attention is invited to note 32 of the notes to the financial statement, which
states that the Company is in the process of regularising the non-compliances mentioned in
the Secretarial audit report issued by the Company Secretary on 22nd July, 2024 for the
financial year 2023-24. In the opinion of the management, these are procedural matters and
it does not expect any significant outflow on account of such regularizations.
Our opinion is not modified in respect of the above matter
Management's Response: The Company acknowledges the auditor's reference to note 32
of the financial statements regarding certain non-compliances highlighted in the
Secretarial Audit Report issued on 22nd July, 2024 for the financial year 2023 24.
1. Nature of Non-Compliances : The matters identified are procedural in nature and
do not have any material financial impact on the Company.
2. Corrective Action : The Company has already initiated necessary steps to
regularise these non-compliances. The process of course correction is actively underway
and is expected to be completed in due course.
3. Financial Impact : In the opinion of the management, no significant outflow of
resources is anticipated on account of such regularisation.
B] By the Secretarial Auditor in his report:
As required under section 204 (1) of the Companies Act, 2013 the Company has
obtained a secretarial audit report. Several observations have been made in the report and
your directors regret their inability to confirm with the pursuant compliances.
Your directors assure you that it shall endeavour to comply with the applicable
regulations both in letter and spirit in the future.
BUSINESS RISK MANAGEMENT:
During the year, the Company has developed and implemented a Risk Management Policy
consistent with the provisions of the Act and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations,2015 to identify the elements of risk which may threaten the
existence of the Company and possible solutions to mitigate the risk involved.
At present the Company has not identified any element of risk which may threaten the
existence of the company.
CHANGE IN NATURE OF BUSINESS:
During the year under review there was no change in the nature of business of
Company.
PARTICULARS OF EMPLOYEES:
(A) There were no employees drawing salary exceeding the limits prescribed under
Section 197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
(B) The ratio of the remuneration of each director to the median employee's
remuneration and other details in terms of sub-section 12 of Section 197 of the Companies
Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are forming part of this report as Annexure - IV .
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with the Secretarial Standards issued by The Institute of
Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS OF THE END
OF THE FINANCIAL YEAR:
There are no applications made or any proceedings pending against the Company under
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.
DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
There are no instances of one-time settlements during the financial year.
CAUTIONARY NOTE:
The statements forming part of the Director's Report may contain certain forward
looking remarks within the meaning of applicable securities laws and regulations. Many
factors could cause the actual results, Performances or achievements of the company to be
materially different from any future results, performances or achievements that may be
expressed or implied by such forward looking statements.
ACKNOWLEDGEMENTS:
The Directors wish to convey their appreciation to all of the Company's employees
for their enormous personal efforts as well as their collective contribution to the
Company's performance and the directors would also like to thanks to the Members of the
Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, for
their continuous cooperation and assistance to the company.
For and on behalf of the Board of Directors
|
Sd/- |
Sd/- |
| Place: Mumbai |
(ShilpaVinod Pawar) |
Chetan Tendulkar |
| Date: 05/09/2025 |
Wholetime Director |
Independent Director |
