To,
The Members,
Channel Nine Entertainment Limited
Your Directors have pleasure in presenting the 19th Directors' Report of
your Company together with audited Statement of Accounts and the Auditors' Report of your
Company for the financial year ended, 31st March 2021.
FINANCIAL SUMMARY OR HIGHSSLIGHTS/PERFORMANCE OF THE COMPANY
The highlights of financial results of your Company are as follows:
| Particulars |
For the Financial year ended as on 31st March, 2021 |
For the Financial year ended as on 31st March, 2020 |
| Income |
2,976,087.00 |
4,577,778.00 |
| Less: Expenditure |
4,409,699.00 |
4,508,627.00 |
| Profit/(Loss) before taxation |
(1,514,612.00) |
(69,151.00) |
| Net profit/ (Loss) after |
(250,256.00) |
(1,168,791.00) |
| Taxation |
|
|
FINANCIAL PERFORMANCE
During the year under review, the Company's income is Rs. 2,976,087.00/- as against
income of Rs. 4,577,778.00/- in 2019-2020.
RESERVES & SURPLUS
The Reserves and Surplus is Rs. 77,672,438/- as on the end of the Current year after
transferring Current year loss Rs. (250,256.00/-).
DIVIDEND
To plough back the profits in to the business activities, no dividend is recommended
for the financial year 2020-21.
CHANGE IN THE NATURE OF BUSINESS
During the year, the Company has not changed its nature of business.
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 have been no material changes and commitments which can affect the financial
position of the Company occurred between the end of the financial year of the Company and
date of this report.
SEBI had passed an ad interim Order dated 29th June, 2015 restraining the
Company from Security market. During the financial year under review, SEBI Whole Time
Member had passed the final order dated 22nd December, 2020.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Company has a formal system of internal control testing which examines both the
design effectiveness and operational effectiveness to ensure reliability of financial and
operational information and all statutory /regulatory compliances. The Company has a
strong monitoring and reporting process resulting in financial discipline and
accountability.
RISK MANAGEMENT POLICY
Although the company has long been following the principle of risk minimization as is
the norm in every industry, it has now become a compulsion as per Sec 134 of Companies
Act, 2013.
Therefore, in accordance with Companies Act, 2013, the Board members were informed
about risk assessment and minimization procedures after which the Board formally adopted
steps for framing, implementing and monitoring the risk management plan for the company.
The main objective of this policy is to ensure sustainable business growth with
stability and to promote a pro-active approach in reporting, evaluating and resolving
risks associated with the business. In order to achieve the key objective, the policy
establishes a structured and disciplined approach to Risk Management, in order to guide
decisions on risk related issues.
In today's challenging and competitive environment, strategies for mitigating inherent
risks in accomplishing the growth plans of the Company are imperative. The common risks
inter alia are: Regulations, competition, Business risk, Technology obsolescence,
Investments, retention of talent and expansion of facilities. Business risk, inter-alia,
further includes financial risk, political risk, fidelity risk, legal risk. As a matter of
policy, these risks are assessed and steps as appropriate are taken to mitigate the same.
PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE
The prescribed particulars of Employees required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is given below.
The information required pursuant to Section 197(12) read with Rule 5(2) of the
Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Employees of the Company, will be provided on request. In terms of Section 136 of the Act,
the reports and accounts are being sent to the members and others entitled thereto,
excluding the information on employees particulars mentioned in rule 5(2) of the said rule
which is available for inspection by the Members at the Registered Office of the Company
during the business hours on working days of the Company upto the date of ensuing Annual
General Meeting. If any Member is interest in inspecting the same, such Member may write
to the Compliance officer in advance.
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES
ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014
| Sr. No. |
Name of Director/KMP and of Director/ Designation |
Remuneration KMP for FY 2020-21 (In Rs. ) |
% increase in Remuneration in FY 2020-21** |
Ratio of Remuneration of Director to Median Remuneration of employees |
Ratio of Remuneration of Director to Median Remuneration of Employees |
| 1. |
Mr. Gaj Raj Singh, Whole Time Director |
3,73,500.00 |
N.A. |
N.A. |
N.A. |
The number of permanent employees as on 31st March 2021 was 2.
Average of remuneration of employees excluding KMPs Nil
No employee's remuneration for the year 2020-2021 exceeded the remuneration of any of
the Directors.
Company's performance has been provided in the Directors' Report which forms part of
the Board Report.
The key parameter for the variable component of key managerial personnel(s) is linked
with Company performance and Individual performance.
The remuneration of Directors, KMPs and other employees is in accordance with the
Remuneration Policy of the Company.
STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE
COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIAL
YEAR ENDED MARCH 31, 2021: NOT APPLICABLE
DEPOSITS
The Company has not accepted deposit from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.
NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS
SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR
Since the Company has no subsidiaries as on 31st March, 2021, provision of
section 129 of the Companies Act, 2013 is not applicable.
STATE OF COMPANY AFFAIRS:
The Company is complying with all the applicable laws and provisions and there is no
adverse action against the business operations of the Company.
FAMILIARIZATION PROGRAMME:
The Company at its various meetings held during the Financial year 2020-21 had
familiarize the Independent Directors with regard to the roles, rights, responsibilities
in the Company, nature of the industry in which the Company operates, the Business models
of the Company etc. The Independent Directors have been provided with necessary documents,
reports and internal policies to familiarize then with the Company's policies, procedures
and practices.
Periodic presentations are made to the Board and Board Committee meeting on Business
and performance updates of the Company, Business strategy and risks involved.
Quarterly updates on relevant statutory changes and judicial pronouncements and
encompassing important amendments are briefed to the Directors.
STATUTORY AUDITORS
In accordance with the provisions of the Companies Act, 2013, the Board of Directors of
the company has proposed the appointment of M/s Ranjan Gupta & Co., Chartered
Accountants (Firm Registration No. 17319N), as the statutory auditors of the Company from
the conclusion of this Annual General Meeting till conclusion of 24th Annual
General Meeting.
MAINTENANCE OF COST RECORD:
Maintenance of Cost record as specified by the Central Government under sub-section (1)
of Section 148 of the Companies Act, 2013 is not applicable on the Company.
AUDITORS' REPORT
The Notes on Financial Statements referred to in the Auditors' Report are
self-explanatory and therefore, I n the opinion of the Directors, do not call for further
comments.
EXTRACT OF THE ANNUAL RETURN
Pursuant to the provisions of Sect ion 134 (3) (a) of the Companies Act, 2013, Extract
of the Annual Return for the financial year ended 31st March, 2020 made under
the provisions of Sect ion 92 (3) of the Act in Form MGT -9 is annexed herewith as an
Annexure II.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 314(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of
Conservation of Energy and Technology Absorption have not been furnished considering the
nature of activities undertaken by the Company during the year under review.
There was no foreign exchange earning & outgo during the financial year under
review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the Company is not required to comply with the provisions
related to Corporate Social Responsibility on the basis of its financial statement.
DIRECTORS & COMMITTEES:
a) Changes in Directors and Key Managerial Personnel
During the year under review, there has been no change in the composition of Board of
Directors.
b) Declaration by an Independent Director(s) and re- appointment, if any
All Independent Directors have given declaration that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, and Listing
Agreement.
b) Formal Annual Evaluation
Pursuant to the provisions of companies Act, 2013, the Board has carried out annual
performance evaluation of its own performance, the directors individually as well the
evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder
committee.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
a. BOARD MEETINGS
During the year Six (06) Board Meetings were convened and held. The details of which
are given below.
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
| Sr. No. |
Date of Board Meeting |
Total No. of Directors as on the date of Board Meeting |
No. of Directors attended Meeting |
| 1 |
18.06.2020 |
4 |
4 |
| 2 |
29.07.2020 |
4 |
4 |
| 3 |
28.08.2020 |
4 |
4 |
| 4 |
11.11.2020 |
4 |
4 |
| 5 |
22.01.2021 |
4 |
4 |
| 6 |
17.03.2021 |
4 |
4 |
COMPOSITION AND MEETING OF AUDIT COMMITTEE
| Name of the Member |
Designation |
Category |
| Mr. Rajesh Kumar Ramjas Jaiwar |
Member |
Non Executive Non Independent Director |
| Mr. Suneel Kumar |
Chairman |
Independent Director |
| Ms. Geeta |
Member |
Independent Director |
The Audit Committee meets four times during the year i.e 29.07.2020, 28.08.2020,
11.11.2020 and 22.01.2021.
COMPOSITION OF MEETING OF STAKEHOLDRES RELATIONSHIP COMMITTEE
| Name of the Member |
Designation |
Category |
| Mr. Rajesh Kumar Ramjas Jaiwar |
Member |
Non Executive Non Independent Director |
| Mr. Suneel Kumar |
Chairman |
Independent Director |
| Ms. Geeta |
Member |
Independent Director |
The stakeholder relationship Committee meets four time during the year i.e 29.07.2020,
28.08.2020, 11.11.2020 and 22.01.2021.
NOMINATION & REMUNERATION COMMITTEE
The Company has duly constituted Nomination and Remuneration Committee to align with
the requirements prescribed under the provisions of the Companies Act, 2013.
The details of the Composition of the Nomination and Remuneration Committee are given
below:
| Name of the Member |
Designation |
Category |
| Mr. Rajesh Kumar Ramjas Jaiwar |
Member |
Non Executive Non Independent Director |
| Mr. Suneel Kumar |
Chairman |
Independent Director |
| Ms. Geeta |
Member |
Independent Director |
The Nomination and Remuneration relationship Committee meets four time during the year
i.e 29.07.2020, 28.08.2020, 11.11.2020 and 22.01.2021.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of
Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for
its 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 has been posted on the website of company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year, Company has provided Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Companies Act, 2013, detail of the same has been
provided in the financial statements of the company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has no material significant transactions with its related parties which may
have a potential conflict with the interest of the Company at large. The details of
transactions with the Company and related parties are given for information under notes to
Accounts.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at workplace; the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are
effective in the Company. Under the said Act, every company is required to set up an
Internal Complaints Committee to look into complaints relating to sexual harassment at
workplace of any women employee. As per the requirement of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made
thereunder, your Company has constituted Internal Committees (IC). While maintaining the
highest governance norms, to build awareness in this area, the Company has been conducting
induction / refresher programmes in the organization on a continuous basis.
During the period under review, there was no women employee employed in the company. So
there was no complaint on sexual harassment during the year under review.
MANAGERIAL REMUNERATION POLICY
Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board
has on the recommendation of the Nomination & Remuneration Committee framed a Policy
for Selection and appointment of Directors, Senior management and their Remuneration.
SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT
Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed Mr. Harshal, Proprietor of Haeshal & Associates, Company Secretaries to
undertake the Secretarial audit of the Company. The Secretarial Auditor Report provided By
the Secretarial Auditor in Form No. MR-3 has been enclosed as Annexure I.
With reference to the qualifications, we wish to explain that the Company is in process
to remove all the qualifications and observations given by Secretarial Auditor.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of sub-section
(3) of Section 134 of the Companies Act, 2013, shall state that
(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities; (d)
The directors had prepared the annual accounts on a going concern basis; and
(e) The directors, in the case of a listed company, had laid down internal financial
controls to be followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENT AND APPRECIATION
The Directors take this opportunity to thank Company's customers, shareholders,
suppliers, bankers, Central and State Government for their consistent support to the
Company. The Board also wishes to place on record their appreciation for the hard work,
dedication and commitment of the employees at all levels. The enthusiasm and unstinting
efforts of the employees have enabled the Company to growing the competitive environment
.The Board looks forward to their continued support and understanding in the years to
come.
|
For and on behalf of the Board of Directors |
|
CHANNEL NINE ENTERTAINMENT |
|
LIMITED |
| Sd/- |
Sd/- |
| GAJ RAJ SINGH |
SUNEEL KUMAR |
| Director |
Director |
| DIN: 02925387 |
DIN: 07135321 |
| HOUSE NO 62 DHAKKA, VILLAGE |
424, Block 25 Trilok Puri East |
| GTB Nagar, Delhi-110009 |
Delhi-110091 |
|