To,
The Members,
SAB Events & Governance Now Media Limited
The Board of Directors of your Company hereby presents the 10th Annual
Report together with the Audited Financial Statements of the Company for the Financial
Year ended on March 31, 2023.
FINANCIAL HIGHLIGHTS:
( ` in Lakhs except for EPS)
Particulars |
For the Year ended March 31, 2023 |
For the Year ended March 31, 2022 |
| Revenue from operations |
200.99 |
150.72 |
| Other income |
20.13 |
5.02 |
Profit/(Loss) before finance charges, exceptional items,
depreciation |
221.11 |
155.74 |
& tax |
|
|
| Less : Finance cost |
27.42 |
31.19 |
Profit/(Loss) before depreciation & tax |
(18.52) |
(31.37) |
| Less: Depreciation |
80.26 |
82.04 |
Profit/(Loss) before exceptional items and tax adjustment |
(98.78) |
(113.41) |
| Less: Exceptional items |
- |
- |
Profit/(Loss) before tax adjustment |
(98.78) |
(113.41) |
| Tax Expenses |
0.01 |
0.34 |
Profit/(Loss) after tax (PAT) |
(98.79) |
(113.75) |
| Other Comprehensive income |
0.25 |
0.50 |
Total Comprehensive Income |
(98.53) |
(113.25) |
| Earnings per share (Basic and Diluted) |
(0.94) |
(1.09) |
The Audited Financial Statements of the Company for the Financial Year ended March 31,
2023 have been prepared in accordance with the Indian Accounting Standards (IND AS)
prescribed under Section 133 of the Companies Act, 2013 ("the Act") read with
relevant rules issued thereunder, IND AS and other accounting principles generally
accepted in India.
The comments of the Board of Directors ("the Board") of the Company on the
financial performance of the Company along with state of Company affairs have been
provided under the Management Discussion and Analysis Report which forms part of this
Annual Report.
The figures of previous financial year have been
re-grouped/re-arranged/re-classified/reworked wherever necessary to confirm the current
year accounting treatment.
REVIEW OF OPERATIONS & STATE OF THE COMPANY'S AFFAIRS:
The Company operates in a single segment i.e. Digital Media Websites and MICE.
During the Financial Year under review, your Company could generate total revenue of `
221.11/- Lakhs as against
` 155.74/- Lakhs in the previous Financial Year. However, there is loss before tax of `
98.78/- Lakhs as against loss before tax of ` 113.41/- Lakhs in previous Financial Year.
The Loss after tax is of ` 98.79/- Lakhs as against loss after tax of ` 113.75/- Lakhs in
the previous Financial Year.
Your Directors expect better performance in the coming years to set off the losses of
the Company.
The Business Developments, State of Company affairs have been provided under the
Management Discussion and Analysis Report which is appended as ‘'Annexure-I'' to
this Report.
DIVIDEND:
In the event of losses incurred, your directors do not recommend any dividend for the
Financial Year 2022-23.
SHARE CAPITAL:
During the Financial Year under review, there was no change in the Authorized Share
Capital of the Company. The Authorized Share Capital of the Company as on March 31, 2023
was ` 1,103.00 Lakhs.
Further, as on March 31, 2023, there was no change in the paid-up share capital of the
Company. The issued, subscribed and paid-up share capital of the Company as on March 31,
2023 was ` 1048.37 Lakhs.
ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:
During the financial year under review, the Company has not issued equity shares with
differential rights as to dividend, voting or otherwise.
CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:
During the Financial Year under review, there was no change in the nature of business.
TRANSFER TO RESERVES:
During the Financial Year under review, no amount was transferred to any Reserves.
PUBLIC DEPOSIT:
During the Financial Year under review, the Company has not accepted any amount falling
within the purview of provisions of Sections 73 and 76 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details
relating to deposits covered under Chapter V of the Act or the details of deposits which
are not in compliance with Chapter V of the Act is not applicable.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
The Board as on March 31, 2023 comprises of 6 (Six) Directors out of which 4 (Four) are
Independent Directors whereas 2 (two) are Non-Executive Non Independent Directors. The
composition of the Board of Directors is as follows:
Sr. No. |
Name of the Director |
Designation |
| 1 |
Mr. Markand Adhikari |
Chairman & Non-Executive Director |
| 2 |
Mr. Kailasnath Adhikari* |
Managing Director |
| 3 |
Mr. Shailendra Mishra |
Independent Director |
| 4 |
Mr. Mariappanadar Soundarapandian |
Independent Director |
| 5 |
Mr. Ganesh Prasad Raut |
Independent Director |
| 6 |
Mr. Umakanth Bhyravajoshyulu |
Independent Director |
| 7 |
Mrs. Latasha Laxman Jadhav |
Non-Executive Director |
*Mr. Kailasnath Adhikari has resigned as Managing Director w.e.f. March 31, 2023 and
again reappointed as on July 01, 2023
Key Managerial Personnel (KMP):
Pursuant to the provisions of Section 203 of the Act, the following continue to be the
Key Managerial Personnel of the Company as on March 31, 2023:
Sr. No. |
Name |
Designation |
| 1 |
Mr. Kailasnath Adhikari* |
Managing Director |
| 2 |
Mr. Suresh Satpute |
Chief Financial Officer |
| 3 |
Mrs. Swity Gada |
Company Secretary & Compliance Officer |
*Mr. Kailasnath Adhikari has resigned as Managing Director w.e.f. March 31, 2023 and
again reappointed as on July 01, 2023
Retirement by rotation:
In accordance with the provisions of Section 152 of the Act read with the Companies
(Management and Administration) Rules, 2014 and in accordance with the Articles of
Association of the Company, Mr. Markand Adhikari, Non-Executive Director (DIN: 00032016)
of the Company, who is liable to retire by rotation at the ensuingAnnual General Meeting
(AGM), being eligible, offers himself for re-appointment. The Board recommends the
re-appointment of Mr. Markand Adhikari as Director of the Company.
Cessation and Appointment of Managing Director of the Company:
Mr. Kailasnath Adhikari (DIN: 07009389), who joined the Company on February 10, 2016,
served as Managing Director until March 31, 2023. Recognizing his pivotal role and
considering business needs, on July 1, 2023, he was re-appointed as Managing Director for
a period of one year, until June 30, 2024, based on the recommendations of the Nomination
& Remuneration Committee ("NRC") and the Board. The Board recommends the
appointment of Mr. Kailasnath Adhikari as Managing Director of the Company.
Appointment and Re-appointment of Independent Directors:
During the Financial Year under review, Dr. Ganesh P. Raut (DIN: 08047742) and Mr.
Umakanth Bhyravajoshyulu (DIN: 08047765) were re-appointed as Independent Directors of the
Company, not liable to retire by rotation, for the second term of 5 (Five) consecutive
years commencing from January 17, 2023 upto January 16, 2028 at the 9th (Ninth)
Annual General Meeting of the Company held on September 07, 2022, by way of special
resolution.
The Board of Directors at its meeting held on March 30, 2023, based on the
recommendation of NRC, had approved the appointment of Mr. Mariappanadar Soundarapandian
(DIN:07566951) as an Additional Director categorised as Non-Executive and Independent
Director of the Company. Further, pursuant to the provisions of Sections 108 and 110 of
the Act, Mr. Mariappanadar Soundarapandian was appointed as an Independent Director of the
Company with effect from March 31, 2023, for a term of 5 years upto March 2028, by way of
shareholder's approval to the Postal Ballot Notice dated May 29, 2023.
As stipulated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘Listing Regulations') and Secretarial Standard on
General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI),
brief resume of the director proposed to be appointed/re-appointed is given in the Notice
forming part of this Annual Report.
Declaration from Independent Directors:
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Act and under Regulation 16(1)(b) of Listing Regulations. There has been no change
in the circumstances affecting their status as independent directors of the Company and
the Board is satisfied of the integrity, expertise and experience (including pro_ciency in
terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent
Directors on the Board.
The Independent Directors of the Company have undertaken requisite steps towards the
inclusion of their names in the databank of Independent Directors maintained with the
Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6
of the Companies (Appointment & Qualification of Directors) Rules, 2014 as per the
Ministry of Corporate Affairs Notification dated October 22, 2019.
Remuneration to Non-Executive Directors:
During the Financial Year under review, the Non-Executive Directors of the Company had
no pecuniary relationship or transactions with the Company, other than sitting fees,
commission and reimbursement of expenses incurred by them for the purpose of attending
meetings of the Board/Committee of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Act, the Board of
Directors, to the best of their knowledge and ability, confirm that:
a. in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
b. 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 loss of the Company for that period;
c. 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;
d. the directors have prepared the annual accounts on a going concern basis;
e. 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; and
f. the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL
DIRECTORS:
Pursuant to the applicable provisions of the Act read with Schedule IV to the Act and
the Listing Regulations, the Board of Directors has put in place a process to formally
evaluate the effectiveness of the Board along with performance evaluation of each Director
to be carried out on an annual basis. The criteria devised for performance evaluation of
each Director consists of maintaining confidentiality, maintaining transparency,
participation in company meetings, monitoring compliances, sharing the knowledge and
experience for the benefit of the Company.
The Independent Directors met on February 04, 2023 without the presence of other
Directors or members of Management. In the meeting, the Independent Directors reviewed
performance of Non–Independent Directors, the Board as a whole and Chairman. They
assessed the quality, quantity and timeliness of flow of information between the Company
Management and the Board. The Independent Directors expressed satisfaction over the
performance and effectiveness of the Board, individual Non-Independent Directors and the
Chairman.
During the Financial Year under review, the NRC reviewed the performance of all the
Executive and Non-Executive Directors.
A formal performance evaluation was also carried out by the Board of Directors held on
May 29, 2023 where the Board made an annual evaluation of its own performance, the
performance of directors individually as well as the evaluation of the working of its
various Committees for the Financial Year 2022-23 on the basis of a structured
questionnaire on performance criteria. The Board expressed its satisfaction with the
evaluation process.
MEETINGS OF THE BOARD OF DIRECTORS:
The Board met on various occasions to discuss and decide on affairs, operations of the
Company and to supervise and control the activities of the Company. During the Financial
Year under review, the Board met 6 (Six) times. The details of the Composition of Board
Meetings and the attendance of the Directors at the meetings are provided in the Report on
Corporate Governance, forming part of this Report. The intervening gap between the two
consecutive Board meetings did not exceed the period prescribed by the Act, Listing
Regulations, Secretarial Standard on Board Meetings (SS-1) issued by the Institute of
Company Secretaries of India ("ICSI").
COMMITTEES OF THE BOARD:
In compliance with the requirements of the relevant provisions of applicable laws and
statutes, as on March 31, 2023, the Company currently has 3 (Three) committees of the
Board viz.:
1. Audit Committee;
2. Nomination & Remuneration Committee; and
3. Stakeholders' Relationship Committee.
The details of the Committees along with their composition, number of meetings held and
attendance of the members are provided in the Corporate Governance Report, forming part of
this Annual Report.
AUDIT COMMITTEE AND ITS COMPOSITION:
The Audit Committee is duly constituted as per the provisions of Section 177 of the Act
and Regulation 18 of the Listing Regulations. The Composition of the Audit Committee and
its terms of reference, number of meetings held and attended is given in the Report on
Corporate Governance which is annexed to this Report.
The Audit Committee of the Company reviews the reports to be submitted to the Board of
Directors with respect to auditing and accounting matters. It also supervises the
Company's internal control and financial reporting process. All the recommendations made
by the Audit Committee were accepted and approved by the Board.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
Pursuant to the provisions of Section 178 of the Act read with the Rules made
thereunder, Regulation 19 of the Listing Regulations, the Company has in place,
"Nomination and Remuneration Policy". The salient features of the said Policy
are stated in the Report on Corporate Governance which forms part of this Annual Report.
There has been no change in the aforesaid policy during the financial year under review.
The Policy is available on the website of the Company. It can be assessed at
http://www.governancenow.com/disclosures
RISK MANAGEMENT:
The Company has devised and adopted a Risk Management Policy and implemented a
mechanism for risk assessment and management. The policy is devised to identify the
possible risks associated with the business of the Company, assessment of the same at
regular intervals and taking appropriate measures and controls to manage, assess, mitigate
and handle them. The key categories of risk covered in the policy are Strategic Risks,
Financial Risks, Operational Risks and such other risks that may potentially affect the
working of the Company.
The Board and the Audit Committee periodically reviews the risks associated with the
Company and recommend steps to be taken to control and mitigate the same through a
properly defined framework. The risk management policy adopted by the Company can be
accessed on the Company's website at http://www.governancenow. com/disclosures
WHISTLE BLOWER / VIGIL MECHANISM:
The Company has adopted a Whistle Blower Policy / Vigil Mechanism as per the provisions
of Section 177 of the Act and Regulation 22 of the Listing Regulations. The Policy
provides a mechanism for reporting of unethical behavior and frauds made to the
management. The mechanism provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provides for direct access to the Chairman
of the Audit Committee, in the exceptional cases. The details of the Vigil Mechanism/
Whistle Blower Policy are explained in the Report on Corporate Governance and are also
available on the website of the Company at http://www.governancenow.
com/disclsoure/Whistle-Blower-Policy_done.pdf.
We affirm that during the Financial Year 2022-23, no employee or director was denied
access to the Audit Committee. Further, no complaints were received from employees of the
Company during the financial year.
ANNUAL RETURN:
The Annual Return in Form MGT-7 as on March 31, 2023, as required under Section 92(3)
of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 is
available on the website of the Company at http://www.governancenow.com/annual-returns.
PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES:
The particulars of Loans, Investments, Guarantees and Securities made by the Company,
in accordance with the provisions of Section 186 of the Act during the Financial Year
2022-23, has been furnished in the notes to the Financial Statements forming integral part
of this Annual Report.
PARTICULARS OF THE EMPLOYEES AND REMUNERATION:
Pursuant to Section 197 of the Act read with the Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of the ratio
of remuneration of each Director to the median employee's remuneration are appended to
this report as "Annexure II – Part A".
The statement containing particulars of employees as required under section 197(12) of
the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rule, 2014 is provided in this Report as "Annexure II –
Part B" and forms a part of this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts or arrangements entered into by the Company with its related parties
during the Financial Year were in accordance with the provisions of the Act and the
Listing Regulations. All such contracts or arrangements have been approved by the Audit
Committee, as applicable.
The related party transactions which were material were executed pursuant to the
applicable provisions of the Act, rules made thereunder and Listing Regulations and in
pursuance to the approval obtained from shareholders in the 8th Annual General
Meeting held on September 18, 2021.
Further, the prescribed details of related party transactions in Form AOC-2, in terms
of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is
given in the "Annexure III" to this Report.
In accordance with the provisions of Regulation 23 of the Listing Regulations, the
Company has formulated "Policy on Related Party Transactions" and the same can
be accessed on the Company's website at http://www.
governancenow.com/disclsoure/Policy%20on%20Related%20Party%20transaction_SAB%20Events.pdf.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES AND CONSOLIDATED FINANCIAL
STATEMENTS:
As on March 31, 2023, the Company does not have any Subsidiary, Associate or Joint
Venture Company and hence preparation of Consolidated Financial Statements and statement
containing salient features of subsidiary and associate in prescribed Form AOC-1 as per
the provisions of Section 129 of the Act is not applicable to the Company.
Further, no Company ceased to be Subsidiary or Associate or Joint Venture Company of
the Company during the Financial Year under review.
In accordance with Section 136 of the Act, the Audited Financial Statements of the
Company are available on the Company's website at http://www.governancenow.com/financial.
STATUTORY AUDITORS AND AUDIT REPORT:
Statutory Auditors:
The term of the Statutory Auditors i.e. M/s. A.R. Sodha & Co., Chartered
Accountants, Mumbai (FRN: 110324W), is expiring in ensuing Annual General Meeting of the
Company.
As per Section 139(2) of the Act, audit firm which has completed two terms of five
consecutive years, shall not be eligible for re-appointment as auditor in the same Company
for five years from the completion of such term.
On the recommendation of Audit Committee and Board, the Company now proposes to appoint
M/s. P. Parikh & Associates, Chartered Accountants (FRN: 107564W) as Statutory
Auditors of the Company for the first term of 5 Years from the conclusion of 10th
Annual General Meeting till the conclusion of the 15th Annual General Meeting
of the Company to audit the books of accounts of the Company from the F.Y. 2023-24 to F.Y.
2027-28.
The eligibility confirmation has been obtained from M/s. P. Parikh & Associates,
Chartered Accountants. Resolution seeking your approval on this item is included in the
Notice convening the 10th Annual General Meeting.
Further, during the Financial Year under review, the Auditor had not reported any fraud
under Section 143(12) of the Act, therefore no detail is required to be disclosed under
Section 134(3)(ca) of the Act.
Qualifications in Statutory Audit Report:
Following is the managements' reply to the qualifications raised by the Statutory
Auditors' in their report for the Financial Year ended March 31, 2023:
1. The Company had acquired its publication and MICE business in Financial Year
2015-16 as per the scheme of arrangement and during such acquisition the company has
recognised goodwill amounting to`788.69 Lakhs as Goodwill on demerger. The carrying value
of Goodwill as on 31st March, 2023 is 220.19 Lakhs. However, the` Company has
not been able to generate sufficient income from its publication and MICE business since
last five years and has incurred losses of`145.00 Lakhs during the year ended on 31 st
March, 2023 and during the preceding financial year of`113.75 Lakhs. Also the Company has
discontinued the publication of its magazine Governance Now since 2019-2020 Further the
Company is not able to service its debt obligation. In our opinion, these facts indicate
that there is impairment in the value of Goodwill. However, the Company has not carried
out impairment testing on goodwill and instead amortising the Goodwill over a period of 10
years which is not in consonance with the Ind AS 36 Impairment of Assets. In the absence
of working for impairment we are unable to quantify the amount of impairment provision
required and its possible effects on the financial statements.
Managements' reply:
The Management of the Company does not anticipate any impairment in the value of
Goodwill as the Management considers that the Goodwill can be commercially exploited in
different ways to generate the revenue. Management estimates that decline in revenue in
recent past is temporary in nature which has potential to get regularized in near future.
The management is of the opinion that keeping in view their long term business synergy and
potential no provision for impairment in the value of goodwill is required to be made as
on March 31, 2023.
2. During the quarter ended March 2023, management has represented to us that
they have initiated settlement process with the lender for waiver of interest from October
2022 and extension for principal repayment. Accordingly, no interest has been provided for
the period October 2022 to March 2023. The effect of the settlement in the books of
accounts is not in line with Ind AS 109. However, management is unable to produce any
evidence regarding the settlement terms agreed. In our opinion since settlement terms are
not finalised with the lender interest should be accounted in terms of the existing
arrangement. Had the company provided the interest as per the existing arrangement, loss
for the year and quarter ended 31st March 2023 would have been higher by `48.28
Lakhs and current financial liabilities would have been higher by `48.28 Lakhs as at
Balance Sheet date.
Managements' reply:
The documents upon which the Company relies for the purpose of finalisation of accounts
doesn't indicate charge of any interest/ penal interest. Accordingly, no provision is made
in the Profit and Loss account of the Company.
3. The Company has not accounted the lease transactions as per requirements of
Ind AS 116 Leases. Had the said standard been followed, the liabilities would have been
higher by`35.51 Lakhs and assets would have been higher by`33.51 Lakhs and loss would have
been higher by `0.92 Lakhs for the year ended 31 st March, 2023 and by` 0.07
Lakhs for the quarter ended 31 st March, 2023.
Managements' reply:
The impact for adoption for IND-AS 116 in the Company's financial statements is not
material as the Company has not entered into a long term lease agreement with any lessor.
However, the management will assess its impact in next financial year and account for the
same, if required, as per IND-AS 116.
SECRETARIAL AUDIT AND ANNUAL SECRETARIAL COMPLIANCE REPORT:
Pursuant to the provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had
appointed M/s. Shweta Mundra & Associates, Practicing Company Secretaries (COP No.:
15387), as the Secretarial Auditors of the Company to conduct Secretarial Audit for the
Financial Year 2022-23. The Secretarial Audit Report for the said Financial Year is
appended to this report as
"Annexure IV".
During the Financial Year under review, following were the qualifications of the
Secretarial Auditors of the Company along with the reply of the Management of the Company:
1. Mr. Mariappanadar Soundarapandian is appointed as Additional Independent
Director in the Company for a term of 05 consecutive years, w.e.f. March 31, 2023 up to
March 30, 2028, but, he is shown as Director as well as Additional director both
altogether in the master-data of the Company at the website of Ministry of Corporate
Affairs.
Management Reply:
The Company has appointed Mr. Mariappanadar Soundarapandian on 31.03.2023 and
regularized him on 29.06.2023. For appointment, the Company had filed the form for
additional director and after that at the time of filing of form for change in
designation, there was technical error occurred and the company will resolve the same
shortly.
2. The Company has filed Form MGT-14 to the Ministry of Corporate Affairs for
the intimation of Approval of Availing Bank Guarantee, with an additional fee.
Management Reply:
The Company has inadvertently missed filing of Form MGT-14. However, the same has been
filed with additional fees.
3. As per Regulation 14 of the SEBI LODR 2014, The Company has to pay the Annual
Listing Fees and other charges to be paid to the recognized stock exchange(s) in the
stipulated time but the same was paid with a little delay due to late receipt of invoice,
as informed by the Authorised representatives of the Company.
Management Reply:
The Company has paid annual listing fees to stock exchanges for the financial year
2023-24.
Pursuant to circular No. CIR/ CFD/ CMD1/ 27/ 2019 dated February 8, 2019, issued by
Securities and Exchange Board of India, the Company has obtained Annual Secretarial
Compliance Report for Financial Year 2022-23, from M/s. Shweta Mundra & Associates,
Practicing Company Secretaries (COP No.: 15387), on compliance of all applicable SEBI
Regulations and circulars/guidelines issued thereunder and the same has been submitted to
the Stock Exchanges within the prescribed timeline.
MAINTAINENCE OF COST RECORDS:
Pursuant to the provisions of Section 148(1) of the Act, the Government has not
prescribed maintenance of the cost records in respect of services dealt with by the
Company. Hence, the prescribed section for maintenance of cost records or cost audit is
not applicable to the Company during the financial year under review.
INTERNAL AUDITOR:
Pursuant to provisions of the Section 138 of the Act read with rules made thereunder,
M/s. Bhavesh Vora & Associates, Chartered Accountants, Mumbai, (FRN: 0113805W) was
appointed as an Internal Auditor for the Financial Year 2022-23 to check the internal
controls and functioning of the activities and recommend ways of improvement.
Internal Audit is carried out on a quarterly basis, and the report is placed in the
Meetings of the Audit Committee and the Board for their consideration and direction. Their
scope of work is as decided by the Audit Committee and the Board of Directors.
However, M/s Bhavesh Vora & Associates, Chartered Accountants have resigned as the
Internal Auditors of the Company with effect from August 11, 2023.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to Company Policies, safeguarding
of assets, prevention and detection of frauds and errors, the accuracy and completeness of
the accounting records and timely preparation of reliable financial disclosures.
The Audit Committee in co-ordination with the Board evaluates the Internal Financial
Control Systems and strives to maintain the appropriate Standards of Internal Financial
Control. The management duly considers and takes appropriate actions on the
recommendations made by the Internal Auditors, Statutory Auditors and the Audit Committee.
The details in respect of internal financial control and their adequacy are included in
the Management Discussion & Analysis Report, which forms part of this Annual Report.
PREVENTION OF INSIDER TRADING:
Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT
Regulations"), as amended from time to time, the Company has formulated a Code of
Conduct for Insiders ("Code of Conduct") and the "Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive Information"
("Code of Fair Disclosure") in line with the provisions of PIT Regulations. The
aforementioned Codes can be accessed on the website of the Company at the following web
link: http://www.governancenow.com/disclosures
Further, the Compliance Officer has received requisite disclosure from the Directors
and Designated Persons in compliance with the Code from all the designated persons.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES:
The provisions relating to Corporate Social Responsibility under Section 135 of the Act
and rules made thereunder are not applicable to the Company. Therefore, the Company has
neither constituted Corporate Social Responsibility Committee nor developed and
implemented any policy on Corporate Social Responsibility initiatives.
REPORT ON CORPORATE GOVERNANCE:
Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, the
following forms part of this Annual Report and are appended to this report: a. Management
Discussion and Analysis Report (Annexure I); b. Report on Corporate
Governance (Annexure V); c. Declaration on Compliance with Code of Conduct;
d. Certificate from Practicing Company Secretary that none of the Directors on the Board
of the Company have been debarred or disqualified from being appointed or to act as
Director of the Company; and e. Auditors' Certificate regarding compliance of conditions
of Corporate Governance.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There was no order passed by any regulator or court or tribunal, which impacts the
going concern status of the Company or will have any bearing on Company's operations in
future.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT
RELATES AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Company
occurred between the end of the Financial Year 2022-23 to which this financial statements
relates and the date of this Annual Report.
INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and therefore has
adopted a "Policy on Prevention, Prohibition and Redressal of Sexual Harassment at
workplace" in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act') and the Rules made
thereunder. All women employees either permanent, temporary or contractual are covered
under the said policy. The said policy is updated internally to all the employees of the
Company. An Internal Complaint Committee (ICC) has been set up in compliance with
provisions of the said Act.
The Company has submitted the Annual Returns to the local authorities, as required
under the above mentioned Act.
The details of the complaints' in relation to the Sexual Harassment of Women at
Workplace filed/disposed/pending is given in the Report on Corporate Governance which is
forming part of this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Pursuant to Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts)
Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign
Exchange earnings and outgo for the financial year under review are as follows:
A. Conservation of Energy
a. Steps taken or impact on conservation of energy – The Operations of the Company
are not much energy intensive. However, the Company continues to implement prudent
practices for saving electricity and other energy resources in day-to-day activities.
b. Steps taken by the Company for utilizing alternate sources of energy – Though
the activities undertaken by the Company are not much energy intensive, the Company shall
explore alternative sources of energy, as and when the necessity arises.
c. The capital investment on energy conservation equipment – Nil.
B. Technology Absorption
a. The efforts made towards technology absorption – the minimum technology
required for the business has been absorbed.
b. The benefits derived like product improvement, cost reduction, product development
or import substitution – Not Applicable.
c. In case of imported technology (imported during the last three years reckoned from
the beginning of the Financial Year) – Not Applicable.
d. The expenditure incurred on Research and Development - Not Applicable.
C. Foreign Exchange Earnings and Outgo
The Foreign Exchange earned in terms of actual inflows and the Foreign Exchange outgo
in terms of actual outflows during the Financial Year.
(figures in Lakhs)
Particulars |
March 31, 2023 |
March 31, 2022 |
| Foreign Exchange Earnings |
0.11 |
1.82 |
| Foreign Exchange Outgo |
- |
- |
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the applicable
Secretarial Standards issued by the ICSI and the Company has complied with all the
applicable provisions of the same during the financial year under review.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR:
No application made and no such proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 during the Financial Year 2022-23.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
No such valuation has been done during the Financial Year 2022-23.
ACKNOWLEDGEMENT:
The Board of Directors expresses their gratitude for the valuable support and
co-operation extended by various government authorities and stakeholders' including
shareholders, banks, financial Institutions, viewers, vendors and service providers.
The Board also places on record their deep appreciation towards the dedication and
commitment of your Company's employees at all levels and look forward to their continued
support in the future as well.
The Directors appreciate and value the contribution made by every member of the SAB
Events & Governance Now Media Limited family.
