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Next Mediaworks Ltd.

BSE: 532416 | NSE: NEXTMEDIA |

Shares falling in the `Trade-to-Trade` or `T-segment` are traded in this series and no intraday is allowed. This means trades can only be settled by accepting or giving the delivery of shares.
Series: BE | ISIN: INE747B01016 | SECTOR: Media & Entertainment

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Annual Report

For Year :
2018 2016 2015 2014 2013 2012 2011 2010 2009

Director’s Report

To,

The Members

Next Mediaworks Limited

The Directors have pleasure in presenting their 37th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2018.

1. FINANCIAL HIGHLIGHTS: (Rs. In Lakhs)

Particulars

Standalone

Consolidated

2017-18

2016-17

2017-18

2016-17

Total Revenue

188.32

213.05

7914.68

8063.63

Profit/(Loss) before Finance Cost & Exceptional Items

(16.95)

(34.47)

253.52

310.68

Finance Cost

112.38

146.03

1019.32

1125.43

Profit/(Loss) after Finance Cost but before Extra-Ordinary Items

(129.33)

(180.50)

(765.80)

(814.75)

Extra-Ordinary Items

0

0

0

0

Profit/(Loss) before Tax

(129.33)

(180.50)

(765.80)

(814.75)

Tax Expense

1.84

0

1.85

0

Profit/(Loss) after Tax

(131.17)

(180.50)

(767.65)

(814.75)

Other Comprehensive Income

2.85

4.86

17.80

(13.45)

Total Comprehensive Income

(128.32)

(175.64)

(749.85)

(828.20)

During the year under review, on a standalone basis, Company’s total revenues stood at Rs. 188.32 lakhs. The Company posted loss of Rs. 131.17 lakhs as against loss of Rs. 180.50 lakhs in the financial year 2016-17.

On a consolidated basis, your Company’s total revenues were stable and stood at Rs. 7914.68 lakhs. The Company posted loss of Rs. 767.65 lakhs as against loss of Rs. 814.75 lakhs in the previous year.

2. OPERATIONAL PERFORMANCE:

The Company is the holding Company of Next Radio Limited. Next Radio Limited (“NRL”) is into the business of FM radio broadcasting. It was among the first private players to venture into private FM broadcasting and has established “Radio One” as the FM Brand in top 7 cities of the country viz. (i) Delhi, (ii) Mumbai, (iii) Chennai, (iv) Kolkata, (v) Bangalore, (vi) Pune, and (vii) Ahmedabad. NRL operates under frequency 94.3 MHz in all its cities except for the city of Ahmedabad where it operates under the frequency 95 MHz.

The financial year 2017-18 witnessed intense competition in the private FM radio industry with many new stations, which were acquired during the first stage of Phase III auctions, getting operationalized. The advertising rates witnessed a dip as radio inventory was offered at low rates with an aim to gain entry in a crowded market. This posed a great challenge to NRL which still managed to maintain stability in its top line.

Despite few challenges, NRL’s revenues from operations remained stable during the financial year 2017-18 and stood at Rs. 7,961.85 lakhs. Your Company has taken measures to control cost at operational level with aim to make business operations more cost efficient and these measures have yielded the positive results for the Company.

3. DIVIDEND:

In view of the loss incurred by the Company during the year under review, your Directors do not recommend any dividend for the financial year ended 31st March 2018.

4. TRANSFER TO RESERVES:

No amount is proposed to be transferred to reserves for the year under review.

5. FINANCE:

During the year under review, your Company did not raise any capital from the markets either by way of issue of equity shares /Convertible Securities/ ADR / GDR / or any debt by way of debentures.

6. SHARE CAPITAL:

During the year under review, the Company has not made any fresh allotment of shares.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There are no material events between the end of the financial year and date of this report, which may materially affect the financial position of the Company as it stood at the end of the financial year.

However, the Board of Directors of your company, at their meeting held on 18th July, 2018, considered and accorded ‘in principle’ approval to consolidate the radio businesses of the Company’s subsidiary i.e. Next Radio Limited (“NRL”) (except for the radio station located at Ahmedabad), HT Media Limited (“HTML”) (except for radio stations at Hyderabad and Uttar Pradesh) and HT Music & Entertainment Company Limited, a wholly-owned subsidiary of HTML (“HTMEL”) in the Company to be implemented by way of a composite scheme of arrangement and amalgamation pursuant to Sections 230-232 and other applicable provisions of the Companies Act 2013, which shall, inter alia, involve the following:

(i) Demerger of the FM radio business of HTML, (except for FM radio stations operated by HTML in Hyderabad and the state of Uttar Pradesh), on a going concern basis and subsequent transfer and vesting of the same to the Company;

(ii) Amalgamation of HTMEL with the Company and consequent dissolution of HTMEL without winding up;

(iii) Demerger of the FM radio broadcasting business of NRL, (except for FM radio station located at Ahmedabad), on a going concern basis and subsequent transfer and vesting of the same to the Company; and

(iv) Reduction of paid up share capital of NRL by cancellation and extinguishment of the entire shares held by the Company in NRL, which shall be regarded as reduction of share capital of NRL.

In respect of the above mentioned Proposed Transaction, the Company and the promoters have executed a binding term sheet with HTML, HTMEL, NRL and their respective promoters.

Further, at the meeting held on 8th August, 2018, the Board of Directors have also approved the draft scheme of arrangement. The Proposed Transaction is subject to execution of definitive documents between the parties, in accordance with the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, and is also subject to necessary regulatory & corporate approvals and other compliances as per applicable laws.

8. DEPOSITORY SYSTEM:

The Company’s equity shares are compulsorily tradable in electronic form. As on 31st March 2018, 99.99% of the Company’s total paid-up capital representing 66,891,019 equity shares is in dematerialized form. In view of the benefits offered by the depository system, members holding shares in physical mode are advised to avail the demat facility.

Securities and Exchange Board of India (‘SEBI’) has, vide its circular no. SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73 dated April 20, 2018, mandated listed companies to take special efforts (through their RTAs) to collect copy of PAN and Bank Accounts Details of all securities holders holding securities in physical form. In this regard, the RTA of your Company has sent letters to all those members of the Company, who are holding shares in physical form, seeking PAN and Bank Details. The RTA shall be sending reminder letters in due course. The Members who hold shares of the company in physical form are requested to provide the details as asked for in the letters sent by the RTA.

9. PUBLIC DEPOSITS:

Your Company did not invite or accept deposits from public within the meaning of Section 2(31) read with Section 73 and 74 of the Companies Act, 2013 during the year under review. Further, there were no deposits outstanding/unpaid/unclaimed whether at the beginning or end of the year under review.

10. SUBSIDIARY COMPANIES:

As on 31st March, 2018, the Company had the following subsidiaries including step-down subsidiaries:

(a) Next Radio Limited;

(b) One Audit Limited;

(c) Next Outdoor Limited;

(d) Digital One Private Limited

(e) Syngience Broadcast Ahmedabad Limited (Step-Down Subsidiary)

A statement containing salient features of the financial statements and related information of the subsidiaries in the prescribed format (AOC-1) is provided as “Annexure A”.

The annual audited financial statements of the Company’s material subsidiary namely, Next Radio Limited have been included in this Annual Report.

Pursuant to Section 136 of the Companies Act, 2013, the audited financial statements of the subsidiary companies are kept for inspection by the shareholders at the Registered Office of the Company. The Company shall provide the copy of the financial statements of its subsidiary companies to the shareholders upon their request. The said statements are also available on the website of the Company i.e. www.nextmediaworks.com under the Investor’s Desk section.

11. CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors have pleasure in attaching the Consolidated Financial Statement of the Company and of all its subsidiaries prepared pursuant to the provisions of Section 129 of the Companies Act, 2013 and relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and prepared in accordance with the Accounting Standards as recommended by the Institute of Chartered Accountants of India and as notified by the Central Government under Section 133 of the Companies Act, 2013. The Consolidated Financial Statements form part of the Annual Report.

12. AUDITED FINANCIAL STATEMENTS OF THE COMPANY’S MATERIAL SUBSIDIARY:

The audited financial statements, the Auditors Report thereon and the Directors’ Report for the year ended 31st March 2018 for the Company’s material subsidiary i.e. Next Radio Limited forms part of Annual Report of the Company prepared for the Financial Year 2017-18.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of loans, guarantees given and investments made during the year are provided in Notes to the Standalone Financial Statements as required under Section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. RELATED PARTY TRANSACTIONS:

All related party transactions which were entered into during the financial year were in compliance with the requirement of the Companies Act, 2013 and the Rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Related Party Transactions were placed before the Audit Committee and /or the Board, as the case may be, for approval.

A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval / information, as the case may be.

During the year under review, the contracts or arrangements with related parties referred to in section 188 of Companies Act, 2013 have been on arm’s length and in ordinary course of business and were not material in nature. Accordingly, the disclosure in respect of contracts or arrangements with related parties, as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

The policy on Related Party Transactions as approved by the Board is placed on the Company’s website.

15. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Report on Corporate Governance and Management Discussion and Analysis Report for the year under review, together with a Certificate from the M/s A. Y. Sathe & Co., Company Secretaries regarding compliance of the conditions of Corporate Governance, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 form part of the Annual Report.

16. CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNEL:

(a) Changes in Directors:

As on the date of this report, the Company’s Board consists of the following Directors:

(i) Mr. Adille Sumariwalla***

(ii) Mr. Venkat Idupuganti

(iii) Mr. Dilip Cherian

(iv) Ms. Monisha Shah

(v) Mr. Rajbir Singh Bhandal

(vi) Mr. Chetan Desai**

(vii) Mr. Tarique Ansari***

(viii) Mr. Sunil Dalal*

* During the year under review, Mr. Sunil Dalal was appointed as an Additional Director (NonExecutive Director under Independent Category) with effect from 29th August 2017. The Board of Directors have recommended his appointment as Non-Executive Director under Independent Category for a period of 5 years i.e. from 29th August 2017 up to 28th August 2022 at the ensuing Annual General Meeting.

** The Board of Directors have, at their meeting held on 8th May, 2018, appointed Mr. Chetan Desai as an Additional Director (Non- Executive Director under Non-Independent Category) with effect from 8th May, 2018. The Board of Directors have recommended his appointment as Non-Executive Director under Non-Independent category at the ensuing Annual General Meeting.

*** Pursuant to list of disqualified Directors published by Ministry of Corporate Affairs (MCA) in September, 2017, Mr. Tarique Ansari (Chairman and Managing Director) and Mr. Adille Sumariwalla (Independent Director) were disqualified under Section 164 (2) of the Companies Act, 2013 due to the reason that Bombay Marathon Private Limited, in which both of them were Directors, had failed to make annual filings for consecutive period of 3 years. Vide letters dated April 23, 2018, both Mr. Tarique Ansari (Chairman and Managing Director) and Mr. Adille Sumariwalla (Independent Director) informed the Board of Directors of the Company that Bombay Marathon Private Limited had filed all the pending filings under Condonation of Delay Scheme, 2018 announced by MCA and that consequent upon all the filings have been regularized, Status of DINs of both of them is shown as “Approved” on the website of Ministry of Corporate Affairs. The Board of Directors, at their meeting held on May 8, 2018, considered the aforesaid letters and took the view that disqualification incurred by Mr. Tarique Ansari and Mr. Adille Sumariwalla is removed as the status of their DINs is Approved now and that they can now resume the office of Chairman & Managing Director and Independent Director respectively.

Note: In accordance with Section 152 and other applicable provisions of Companies Act, 2013, Mr. Tarique Ansari (DIN: 00101820) - Chairman & Managing Director, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. The Board of Directors have recommended his re-appointment.

The shareholders, at the 34th Annual General Meeting of the Company held on 6th August 2015, re-appointed Mr. Tarique Ansari as the Chairman & Managing Director of the Company for a further period of 3 years effective 1st July 2016 till 30th June 2019. The aforementioned reappointment is being commended for shareholders’ approval only for complying with the provisions of Section 152 of the Companies Act, 2013 and shall not be construed as a break in his current tenure.

(b) Change in Key Managerial Personnel:

As on the date of this Report, the following persons are the Key Managerial Personnel (KMP) of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013:

(i) Mr. Tarique Ansari - Chairman & Managing Director

(ii) Mr. Ismail Dabhoya - Chief Financial Officer

(iii) Mr. Gaurav Sharma - Company Secretary & Compliance Officer*

*Mr. Mandar Godbole, who was working as Company Secretary & Compliance Officer of the Company resigned as Company Secretary & Compliance Officer with effect from 25th November, 2017. Mr. Gaurav Sharma was appointed as Company Secretary & Compliance Officer of the Company with effect from 13th February, 2018.

17. BOARD & COMMITTEE MEETINGS:

During the year under review, the following Board /Committee Meetings were convened and held:

(a) Four (4) Board Meetings were held, details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(b) Four (4) Audit Committee Meetings were held, details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(c) Four (4) Risk Management Committee Meetings were held, details of which are given in the Corporate Governance Report.

(d) Four (4) Stakeholders’ Relationship Committee Meetings were held, details of which are given in the Corporate Governance Report.

(e) Three (3) Nomination & Remuneration Committee Meetings were held, details of which are given in the Corporate Governance Report.

18. EVALUATION OF THE BOARD OF DIRECTORS, THE COMMITTEES THEREOF AND INDIVIDUAL DIRECTORS :

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual evaluation of the performance of the Board of Directors, its Committees and of Individual Directors has been made. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Since the Company’s material subsidiary viz. Next Radio Limited is into FM broadcasting business, the familiarization program aims to provide Independent Directors with the radio industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Company’s familiarization programme for Independent Directors is posted on the Company’s website at www.nextmediaworks.com.

20. NOMINATION AND REMUNERATION COMMITTEE:

The ‘Nomination and Remuneration Committee’ consists of three Directors being all Independent Directors. The said constitution is in accordance with the provisions of Section 178 of the Companies Act, 2013 and provisions of Listing Regulations. The Committee acts in accordance with the Terms of Reference as approved and adopted by the Board.

The Composition of the Committee is as under:

Members

Category

Mr. Dilip Cherian

Chairman

Mr. Rajbir Singh Bhandal

Member

Mr. I Venkat

Member

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. The Remuneration Policy is stated in the Corporate Governance Report and is also available on the Company’s Website at www.nextmediaworks.com.

21. AUDIT COMMITTEE:

The ‘Audit Committee’ consists of four Directors (three being Independent Directors and one being Non-Executive Non-Independent Director). The said constitution is in accordance with the provisions of Section 177 of the Companies Act, 2013 and provisions of Listing Regulations. The Committee acts in accordance with the Terms of Reference as approved and adopted by the Board.

The Composition of the Committee is as under:

Members

Category

Mr. Sunil Dalal

Chairman

Mr. Dilip Cherian

Member

Mr. I. Venkat

Member

Mr. Chetan Desai*

Member

The Board has, on the recommendation of the Audit Committee framed Vigil Mechanism / Whistle Blower policy. The Remuneration Policy is stated in the Corporate Governance Report and is also available on the Company’s Website at www.nextmediaworks.com.

* Mr. Chetan Desai was appointed as the Director and Member of Audit Committee on May 8, 2018.

There were no instances where the Board had not accepted the recommendations of Audit Committee.

22. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards and Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

(b) they 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 your Company as at 31st March, 2018 and of the profit and loss of the Company for the financial year ended on 31st March, 2018;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a ‘going concern’ basis;

(e) proper internal financial controls had been laid down by the Directors and were followed by the Company and such internal financial controls were adequate and were operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and such systems were adequate and operating effectively.

23. STATUTORY AUDITORS:

M/s. Walker Chandiok & Co. LLP, Chartered Accountants are the Company’s Statutory Auditors until the conclusion of ensuing 37th Annual General Meeting and shall retire at the conclusion of the forthcoming 37th Annual General Meeting.

As per sub-section (2) of Section 139 of the Companies Act, 2013 (‘the Act’), a listed company shall not appoint or re-appoint an audit firm as auditor for more than two consecutive terms of five years.

Accordingly, M/s. Walker Chandiok & Co. LLP, Chartered Accountants are proposed to be re-appointed as statutory auditors for a period of 5 years, commencing from the conclusion of 37th AGM till the conclusion of the 42nd AGM.

M/s. Walker Chandiok & Co. LLP, Chartered Accountants, have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of Section 139, Section 141 of the Act, the provisions of the Companies (Audit and Auditors) Rules, 2014 and other applicable laws.

24. STATUTORY AUDITORS’ REPORT ON THE ANNUAL FINANCIAL STATEMENTS:

The Auditors’ Report on the Standalone Financial Statements for the year does not contain any qualification.

However, the Auditors’ Report on the Consolidated Financial Statements contains qualified opinion with respect to payment of excess remuneration to Managing Director by the Company’s Subsidiary i.e. Next Radio Limited for the years 2012-13 to 2017-18. In this regard, Members’ attention is drawn to “Qualified Opinion” stated in the Paragraph 8 of the said Auditors’ Report dated May 8, 2018 on the Consolidated Financial Statements.

The Directors would like to state that the response to said qualification as required under Section 134 of the Companies Act, 2013 have been given in detail in the note no. 39 to the Consolidated Financial Statements and hence, is not being repeated here.

25. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. A. Y. Sathe & Co., Company Secretaries to undertake the Secretarial Audit of the Company for the financial year ended on 31st March 2018. The Report of the Secretarial Audit is annexed herewith as “Annexure B”.

The Report of the Secretarial Auditor contains two qualifications. The comments/explanation as required under Section 134 are as follows:

(a) With respect to the qualification that the Company has not filed MGT - 14 as required under section 117 of the Companies Act, 2013 for the providing guarantee for loan taken by Next Radio Limited, Subsidiary Company and for availing additional financial assistance from RBL Bank, the Directors would like to state that the said non-filing was inadvertent and that the Company shall take steps to regularize the said non-compliance by filing the form with necessary fees/penalty as may be applicable under the Companies Act, 2013;

(b) With respect to the qualification that the Company has appointed Statutory Auditors in the Adjourned Annual General Meeting held on 11th September, 2017 for 1 year instead of 5 years as required under section 139 of the Companies Act, 2013, the Directors would like to state that the said non-compliance was inadvertently due to incorrect interpretation of law and that the Board of Directors of the Company have made recommendation for appointment of Statutory Auditors for a period of 5 years at the ensuing Annual General Meeting of Shareholders.

26. INTERNAL FINANCIAL CONTROL SYSTEM:

According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company’s internal financial control system also comprises of compliances with the Company’s policies and Standard Operating Procedures (SOPs), which is further reviewed by M/s. SMMP & Associates, the Internal Auditors. The Internal Auditors independently evaluate the adequacy of internal controls.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS IN RELATION TO FINANCIAL STATEMENTS:

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board’s report. To ensure effective Internal Financial Controls, the Company has laid down the following measures:

S All operations are executed through Standard Operating Procedures (SOPs) in all functional activities for which key manuals have been put in place. The manuals are updated and validated periodically.

S All legal and statutory compliances are ensured on a monthly basis for all locations in India through a fully automated tool. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately.

S Approval of all transactions is ensured through a pre-approved delegation of authority schedule. The schedule is reviewed periodically by the management and compliance of the same is regularly checked and monitored by the auditors.

S The Company follows a robust internal audit process wherein audits are conducted on a regular basis throughout the year by the Internal Auditors as per agreed audit plan.

S The audit reports of the Internal Auditors are submitted to the Audit Committee and the Board for review and necessary action.

S The Company has a comprehensive risk management framework.

S The Company has a robust mechanism of building budgets at an integrated cross- functional level. The budgets are reviewed on a monthly basis so as to analyze the performance and take corrective action, wherever required.

S The Company has in place a well-defined Whistle Blower Policy / Vigil Mechanism.

S The Company has a system of Internal Business Reviews. All departmental heads discuss their business issues and future plans in monthly review meetings. They review their achievements in quarterly review meetings.

S Compliance of the secretarial functions is ensured by way of secretarial audit.

28. ANNUAL RETURN:

Pursuant to Section 92 (3) of the Companies Act, 2013, copy of the annual return is placed on the website of the company i.e. www.nextmediaworks.com

29. EMPLOYEE STOCK OPTION PLAN:

During the year, 66,680 options were exercised by one (1) employee pursuant to the Company’s Employee Stock Option Scheme 2012 after the same were vested.

The applicable disclosures as stipulated under the SEBI Regulations as on 31st March 2018 with regard to Employees Stock Option Plan are provided in Annexure ‘C’ to this report.

30. EMPLOYEE REMUNERATION:

The ratio of the remuneration of each director to the median remuneration of employees and other details in terms of sub-section (12) of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report as Annexure ‘D’.

31. PREVENTION OF SEXUAL HARASSMENT MECHANISM:

During the year under review, the Company has not received any complaint from the employees related to sexual harassment. The Company has in place prevention of sexual harassment policy which is available on the Company’s website i.e. www.nextmediaworks.com

Further, your company has complied with provisions relating to constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

32. RISK MANAGEMENT:

The Company is not mandatorily required to constitute Risk Management Committee under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the Company has, on 23rd January, 2015, voluntarily constituted a Risk Management Committee comprising of the following persons viz. (i) Mr. I. Venkat - Independent Director, (ii) Ms. Monisha Shah - Independent Director and (iii) Mr. Ismail Dabhoya - Chief Financial Officer as its members. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are periodically discussed at the meetings of the Committee.

33. CORPORATE SOCIAL RESPONSIBILITY:

Due to inadequate profits, the provisions of Section 135 of the Companies Act, 2013 are not applicable to the company.

34. VIGIL MECHANISM / WHISTLE BLOWER:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Vigil Mechanism / Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS:

During the year under review, there were no significant or material orders passed by any regulatory body, Court or tribunal, which may have impact on the going concern status and the Company’s operations in future.

36. STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have provided declaration in terms of the provisions of Section 149 (7) read with Section 149 (6) of the Companies Act, 2013 to the effect that they meet the criteria of independence as provided in Section 149(6) and the same have been taken on record by the Board of Directors of the Company at their meeting held on May 8, 2018.

37. FRAUD REPORTED BY AUDITOR UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013:

There was no instance of fraud reported by the Statutory Auditors/Secretarial Auditors in their report under Section 143 (12) of the Companies Act, 2013

38. CHANGES IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year under review.

39. ENERGY CONVERSATION, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. Conversation of Energy: NIL

B. Technology Absorption: NIL

C. Foreign Exchange Earning: NIL

D. Foreign Exchange Outgo: NIL

E. Expenditure incurred on Research and Development: NIL

For Next Mediaworks Limited

Sd/-

Tarique Ansari

Chairman & Managing Director

(DIN:00101820)

Place: Mumbai

Date: 21st August, 2018

Director’s Report