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Trilogic Digital Media Directors Report, Trilogic Digi Reports by Directors
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Trilogic Digital Media

BSE: 531712|ISIN: INE532D01018|SECTOR: Media & Entertainment
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Directors Report Year End : Mar '15    Mar 14
To,
 
 The Members,
 
 The Directors have pleasure in presenting their 21st Annual Report on
 the business and operations of the Company and the accounts for the
 Financial Year ended March 31, 2015.
 
 1.  FINANCIAL RESULTS:
 
 Particulars (Standalone)                        (Amount in INR/lakhs)
 
                                                 2014-15       2013-14
 
 Total Income                                   7,083.64      3,902.67
 
 Total Expenditure                              6,113.22      2,947.33
 
 Profit before exceptional items and Tax          970.42        955.34
 
 Less: Exceptional Items                               -             -
  
 Profit before Tax                                970.42        955.34
 
 Less: Current Tax                                 356.6        109.97
 
 Earlier Year Short Tax Provision                  51.58             -
 
 Deferred Tax                                     (24.24)         0.58
 
 Net Profit after Tax                             586.48        844.79
 
 2.  DIVIDEND:
 
 Your directors have decided to deployed back the profits earned during
 the year and therefore not declared any dividend for the current
 financial year.
 
 3.  RESERVES:
 
 There are no amounts transferred to Reserves during the year under
 review. However credit balance of Profit and Loss Account is
 transferred to Reserves and Surplus in Balance Sheet.
 
 4.  INFORMATION ON THE STATE OF COMPANY''S AFFAIR:
 
 During the year under review, the revenue increased by 81.50%.However
 The Company''s profitability has reduced due to increase in
 administrative expenses and taxation.
 
 Your Directors are continuously looking for avenues for future growth
 of the Company in the Broadcast management and Content Syndication
 business.
 
 5.  MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND
 DATE OF REPORT:
 
 No material changes and commitments affecting the financial position of
 the Company occurred between the end of the financial year to which
 this financial statements relate on the date of this report.
 
 6.  DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 As per the clause (c) of sub-section (3) of Section 134 of the
 Companies Act, 2013, the Directors'' 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, , 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.
 
 7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
 
 The Company does not have any subsidiary, joint ventures and associate
 company.
 
 8. DEPOSITS:
 
 During the financial year 2014-15, your Company has not accepted any
 deposit within the meaning of Section 73 and 74 of the Companies Act,
 2013 read together with the Companies (Acceptance of Deposits) Rules,
 2014.
 
 9. SHARE CAPITAL:
 
 The Paid-up Equity Share Capital as on March 31, 2015 was Rs.
 2,36,826,000/- comprising 2,36,82,600 Equity Shares of Rs. 10/- each.
 
 Bonus Issue of Shares:
 
 During the year under review, the Company has issued 1,18,41,300 Bonus
 shares of face value of Rs. 10/- each on February 13, 2015, in the
 ratio of 1:1, i.e., One additional Equity Share for every One existing
 Equity Share held by the Members as on the Record Date fixed by the
 Board i.e., February 12, 2015, by capitalizing a part of the Free
 Reserves as per the Audited Balance Sheet for the financial Year ended
 March 31, 2014.  Consequent to the Bonus issue, the total Paid-up
 capital of the Company has increased to Rs. 2,36,826,000/- comprising
 2,36,82,600 Equity Shares of Rs. 10/- each.
 
 10. RISK MANAGEMENT POLICY:
 
 The Company has adopted a Risk Management Policy duly approved by the
 Board and is overseen by the Audit Committee of the Company on a
 continuous basis to identify, assess, monitor and mitigate various
 risks to key business objectives.
 
 11. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
 
 The Company has in place adequate internal financial controls with
 reference to financial statements. During the year, such controls were
 tested and no reportable material weakness in the design or operation
 was observed.
 
 12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
 
 As required by Clause 49 of the Listing Agreements with Stock
 Exchanges, the Management discussion and Analysis Report, which forms
 part of this Annual Report.
 
 13. CORPORATE GOVERNANCE:
 
 The Company is committed to good corporate governance in line with the
 Listing Agreement and TDML''s corporate governance norms. The Company is
 in compliance with the provisions on corporate governance specified in
 the Listing Agreement with BSE. The Compliance certificate from M/s.
 Subramianiam Bengali & Associates, Chartered Accountants regarding
 compliance of conditions of corporate governance as stipulated in
 Clause 49 of the Listing agreement has been annexed with the report.
 
 14. BUSINESS RESPONSIBILITY REPORT:
 
 Pursuant circular no. CIR/CFD/DIL/8/2012 dated 13th August, 2012 issued
 by Securities and Exchange Board of India (SEBI), Clause 55 of the
 Listing Agreement relating to Business Responsibility Report is not
 applicable to the Company.
 
 15. PREVENTION OF SEXUAL HARASSMENT POLICY:
 
 The Company has in place a Prevention of Sexual Harassment policy in
 line with the requirements of the Sexual Harassment of Women at the
 Workplace (Prevention, Prohibition and Redressal) Act, 2013. An
 Internal Complaints Committee has been set up headed by Ms. Shivaani
 Jaisingh to redress complaints received regarding sexual harassment.
 All employees (permanent, contractual, temporary, trainees) are covered
 under this policy. During the year 2014-2015, no complaints were
 received by the Company related to sexual harassment.
 
 16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
 
 During the year under review, the Company has appointed Mr. Arvind
 Agarwal as Director of the Company on May 29, 2014, Mr. Shivanshu
 Pandey was appointed as Director on August 14, 2014. Mr. Anil Wanvari
 has resigned on August 14, 2014.
 
 Ms. Shivaani Jaisingh was appointed as Director on October 11, 2014 and
 later post end of the financial year she was designated as a Whole-time
 Director of the Company on August 10, 2015.
 
 Mr. Ratish Tagde and Ms. Aparna Shah were appointed as Director of the
 Company on February 27, 2015 and post end of the financial year, Ms.
 Aparna Shah was designated as a Whole-time Director of the Company on
 August 10, 2015.
 
 Mr. Sankool Shah and Mr. Harish Patil have resigned on October 11, 2014
 and Mr. Ankur Joshi resigned on November 14, 2014.
 
 Mr. Kamlesh Bhanushali resigned as Managing Director on December 04,
 2014. Post end of the Financial Year, Mr. Kamlesh Bhanushali was
 appointed as Chairman and Whole-time Director of the Company on 10th
 August, 2015.
 
 During the year under review, Mr. Vishal Gurnani was appointed as CEO
 and CFO on October 11, 2014 and resigned on February 27, 2015 from the
 position of CEO and CFO and then he was appointed as Managing Director
 on the Board w.e.f March 01, 2015.
 
 Mr. Arvind Agarwal, Non-Executive Director is liable to retire by
 rotation at the ensuing Annual General Meeting and, being eligible he
 has offered himself for re-appointment. Your Board has recommended his
 re- appointment.
 
 In compliances with the provisions of Section 149 read with Schedule IV
 of the Act, the appointment of Mr.  Ratish Tagde as Independent
 Director is being placed before the Members in General Meeting for
 their approval.
 
 17. DECLARATION OF INDEPENDENT DIRECTORS:
 
 The Company has received declarations from all Independent Directors
 that they meet the criteria of independence as laid down under Section
 149(6) of the Act and Clause 49 of the Listing Agreement with the Stock
 Exchanges.
 
 18. EVALUATION OF BOARD''S PERFORMANCE:
 
 Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
 the Listing Agreement, the Board has carried out an annual performance
 evaluation of its own performance, the directors individually as well
 as the evaluation of the working of its Audit, Nomination &
 Remuneration. The manner in which the evaluation has been carried out
 has been explained in the Corporate Governance Report.
 
 19. BOARD AND BOARD COMMITTEES:
 
 The details of Board Meetings held during the year, attendance of the
 directors at the meetings and details of all the Committees along with
 their charters, composition and meetings held during the year, are
 provided in the Report on Corporate Governance, a part of this Annual
 Report.
 
 20. MANAGERIAL REMUNERATION:
 
 Disclosures of the ratio of the remuneration of each director to the
 median employee''s remuneration and other details as required pursuant
 to 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 provided as Annexure B.
 
 21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
 
 The Company has not granted any loans or given guarantees or made any
 investments covered under the provisions of Section 186 of the
 Companies Act, 2013
 
 22. CORPORATE SOCIAL RESPONSIBILITY (CSR):
 
 The Board has constituted a Corporate Social Responsibility Committee
 headed by Ms. Aparna Shah, with Ms.  Shivaani Jaisingh and Mr.
 Shivanshu Pandey as Members. The Company has adopted a Corporate Social
 Responsibility (CSR) Policy in compliance with the provisions of the
 Act.
 
 The Company has also identified the social development project,
 NanheSwar with the implementing agency, Center for Research and
 Promotion of Indian Music (CRPIM), an NGO.
 
 NanheSwar is an educational endeavor to refashion the character
 development of school going children between the age of 7 to 12 years.
 Under this project children will be introduced to the Indian Music
 thereby helping in protecting preserving and promoting Indian music as
 well as strengthen the sense of cultural identity amongst the children.
 
 The Company has decided to spend its unspent portion of CSR budget on
 the said project.
 
 The average net profit of the Company, computed as per Section 198 of
 the Act, during the three immediately preceding financial years was Rs.
 392.65 lacs. It was hence required to spend Rs. 7.85 lacs on CSR
 activities during the Financial Year 2014-15, being 2% of the average
 net profits of the three immediately preceding financial years.
 
 The Annual Report on CSR activities is annexed as Annexure A.
 
 23. RELATED PARTY TRANSACTIONS:
 
 During the financial year 2014-15, your Company has not executed any
 transactions with related parties as defined under Section 2(76) of the
 Companies Act, 2013 read with Companies (Specification of Definitions
 Details) Rules, 2014. During the financial year 2014-15, there were no
 transactions with related parties which qualify as material
 transactions under the Listing Agreement.
 
 Your Company has framed a Policy on materiality of related party
 transactions and dealing with related party transactions as approved by
 the Board. The same can be accessible on the Company''s website at the
 http://www.trilogicdigitalmedia.com/rtp-policy/.
 
 24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
 
 There are no significant material orders passed by the Regulators /
 Courts which would impact the going concern status of the Company and
 its future operations.
 
 25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS & OUTGO:
 
 The information on conservation of energy, technology absorption and
 foreign exchange earnings and outgo stipulated under Section 134(3)(m)
 of the Companies Act, 2013 read with Rule, 8 of The Companies
 (Accounts) Rules, 2014, are as below:
 
 - Energy Conservation: Company working in such business segment which
 does not require it to take steps for energy conservation.
 
 - Technology Absorption: company working in such business segment which
 does not require ot to take steps for Technology Absorption.
 
 - Foreign Exchange Earnings and Outgo: During the period under review
 there was no foreign exchange earnings or out flow.
 
 26. STATUTORY AUDITORS:
 
 The Company, pursuant to section 139 of the Companies Act, 2013 and
 rules framed there under, in the previous Annual General Meeting held
 on 20th September 2014, had appointed M/s. Subramaniam Bengali &
 Associates., Chartered Accountants, as the Auditor of the Company who
 shall hold office till the conclusion of the fifth consecutive Annual
 General Meeting of the Company on such remuneration as may be determine
 by the Board after discussion with Audit Committee and the Auditors.
 
 M/s. Subramaniam Bengali & Associates have express their willingness to
 get re appointed as the Statutory Auditor of the Company and has
 furnished a certificate of their eligibility and consent under section
 141 of the Companies act, 2013 and the rules framed there under. As
 required under Clause 49 of the Listing Agreement, the auditors have
 also confirmed that they hold a valid certificate issued by the Peer
 Review Board of the Institute of Chartered Accountants of India.
 
 The Board recommends ratification of the appointment of M/s.
 Subramaniam Bengali & Associates at the ensuing Annual General Meeting
 of the Company.
 
 27. AUDITORS'' OBSERVATION & REPORT:
 
 Regarding observation about non deposit of the some of the statutory
 dues with the Government Authorities, your management wish to inform
 you that the said delay in deposit was not intentional. Since there is
 was delay in receipt of funds from debtors we could not allocate the
 funds for statutory dues timely.
 
 The observation made in the Auditors'' Report read together with
 relevant notes thereon are self-explanatory and hence do not call for
 any further comments under Section 134 of the Companies Act, 2013.
 
 28. SECRETARIAL AUDIT:
 
 Pursuant to the provisions of Section 204 of the Act and the Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
 Board of Directors has appointed Mr. Mihen Halani& Associates,
 practicing Company Secretary for conducting secretarial audit of the
 Company for the financial year 2014- 2015.
 
 The Secretarial Audit Report is annexed herewith as Annexure C.
 
 Board''s Reply on comments in the Secretarial Audit Report.
 
 The Company had not appointed a Company Secretary during the year as
 required under the provision of Sec 203 of the Companies Act, 2013.
 
 The Company has finalised the candidature for the position of Company
 Secretary and an offer letter is issued to the said candidate.
 
 One of the Executive Director was attending the office of CFO of the
 Company since 11th October, 2014. However, post his appointment as a
 Managing Director of the Company; he has vacated the office of CFO
 w.e.f. 27th February, 2015.  Company has not filled the said vacancy
 till 31st March, 2015.
 
 One of the Director was acting as a CFO. Post his appointment as a
 Managing Director, he has vacated the position of CFO. The Company is
 now looking for the fit and proper candidature for the position of CFO
 to comply with Section 203(1) of the Companies Act, 2013.
 
 The Company has constituted CSR Committee and adopted CSR Policy post
 end of the financial year under review. Further, the Company is yet to
 spend the amount as required under Sec 135 of the Companies Act, 2013
 on identified CSR activities as mentioned in the Schedule VII of the
 Companies Act, 2013.
 
 The Board has constituted a Corporate Social Responsibility Committee
 headed by Ms. Aparna Shah, with Ms. Shivaani Jaisingh and Mr.
 Shivanshu Pandey as Members in its meeting held on 10th August, 2015.
 Thereafter the Company has adopted a Corporate Social Responsibility
 (CSR) Policy in compliance with the provisions of the Act.  The Company
 has also identified the social development project, NanheSwar with
 the implementing agency, Center for Research and Promotion of Indian
 Music (CRPIM) an NGO, NanheSwar is an educational endeavor to refashion
 the character development of school going children between the age of 7
 to 12 years.  Under this project children will be introduced to the
 Indian Music thereby helping in protecting preserving and promoting
 Indian music as well as strengthen the sense of cultural identity
 amongst the children.
 
 The Company has decided to spend its unspent portion of CSR budget on
 the said project.
 
 The Company during the financial year has not published its results and
 notice of the Board Meeting as required under Clause 41 of the listing
 agreement in newspapers. However, it is regular in filing the same with
 BSE and uploading the same on its website.
 
 The Company publishes the results on BSE website as well as on its own
 site. The relevant documents are already in public domain. However, the
 Company will comply with this additional publication henceforth.
 
 During the year under review the Company has increased its authorised
 share capital from Rs. 20 Cr to 24.50 Cr. and passed necessary
 resolutions to this effect. However, due to typographical error, the
 notice of the meeting stated Rs. 24 Cr. instead of 24.50 Cr.
 Subsequently, Company clarified the matter to the Government
 Authorities and has obtained requisite approvals for increase in
 authorised share capital from the Registrar of Companies, Mumbai by
 filing necessary forms and has paid respective stamp duty on Rs. 24.50
 Cr.
 
 The observation made is self-explanatory and hence do not call for any
 further comments.
 
 There was delay in taking members approval for bonus issue as required
 under Chapter IX (Clause 95) of the Securities and Exchange Board of
 India (Issue of Capital and Disclosure Requirements) Regulations, 2009.
 The Company has applied for condonation of the said the delay with
 SEBI.
 
 The delay in completion of Bonus issue was not intentional. The Company
 has already applied to SEBI for condonation of the said delay.
 
 It was observed that occasionally the Company has used letterhead not
 having CIN.
 
 The same is not intentional. The company has printed letterheads with
 CIN no and also using the same. However occasionally one of the
 employee has used old letterheads resulting non-compliance of the
 relevant provisions. Now, we have discarded all old letterheads so that
 no one can have access to the same.
 
 The Company has not appointed the internal auditor as required under
 the provisions of section 138 of the Companies Act, 2013.
 
 Company will finalize the said appointment in the current financial
 year, 2015-2016.
 
 29. EXTRACT OF THE ANNUAL RETURN:
 
 The details forming part of the extract of the Annual Return in Form
 MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read
 with the Companies (Management and Administration) Rules, 2014, are set
 out herewith as Annexure D to this Report.
 
 30. ACKNOWLEDGEMENTS:
 
 The Board of Directors wish to acknowledge the continued support and
 co-operation extended by the Securities and Exchange Board of India,
 Reserve Bank of India, Stock Exchanges, Ministry of Corporate Affairs,
 other government authorities, Bankers, material suppliers, customers
 and other stakeholders for their support and guidance.
 
 Your Directors would also like to take this opportunity to express
 their appreciation for the dedicated efforts of the employees of the
 Company at all the levels.
 
                                    On behalf of Board of Directors
 
                                                Sd/- 
 
 Place: Mumbai                           Kamlesh Bhanushali 
 
 Date: August 10, 2015                       Chairman
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