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Sowbhagya Media Ltd.

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Annual Report

For Year :
2015 2014 2013 2012

Director’s Report

Dear Members, The Directors present their report for the Financial Year 2014-15 along with the material events that have taken place till the date of this report. Financial Results: (Rs. In Lakhs) For the year For the year Particulars ended ended 31.03.2015 31.03.2014 1. Net Sales/Income from Operations 259.02 296.52 2. Total Operating Expenditure 300.86 387.55 3. Profit/Loss from Operations before Other -41.84 -81.45 Income, Interest and Exceptional Items (1-2) 4. Other Income 12.78 9.56 5. Interest 6. Profit ( )/ Loss (-) from Ordinary -29.04 -81.45 Activities before tax 7. Tax Expense 0.72 -25.03 8. Net Profit ( )/ Loss (-) from -29.77 -56.42 Ordinary Activities after tax 9. Paid-up equity share capital 1,093.00 1,093.00 (Face Value of the Share shall be Rs.10/- Each Rs.10/- Each indicated) 10. Earnings Per Share (0.27) (0.52) During the year under review your Company did not generate any profit. Your Directors are exploring various business options and the same are expected to get implemented soon. Your Company posted net loss of Rs. 29.04 lakhs as against loss of Rs. 81.45 lakhs in the previous year. DIVIDEND: In view of the losses incurred by the Company during the year under review, your Directors do not recommend any dividend for the financial year ended 31st March 2015. FINANCE: During the year under review, your Company did not raise any capital from the capital markets either by way of issue of equity shares /ADR/GDR / or any debt by way of debentures. The Company continued to get financial assistance from its lenders within the overall facilities to meet the working capital requirements. PROSPECTS/NEW PROJECTS: Your company has plans for expansion and Diversification. At the 20th Annual General Meeting, your company is glad to inform that various growth options are being considered to enhance that the company''s future revenues. PUBLIC DEPOSITS: Your Company did not invite or accept deposits from public during the year under review. LISTING WITH STOCK EXCHANGES: The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to MSE and BSE where the Company''s Shares are listed. DEMATERIALISATION OF SHARES: 93.73% of the company''s paid up Equity Share Capital is in dematerialized form as on 31st March, 2014 and balance 6.27% is in physical form. The Company''s Registrars are M/s. XL Softech Systems Limited, 3 Sagar Society, Road No.2, Banjara Hills, Hyderabad - 500 034. DIRECTORS: Sri K. Ramakrishna Prasad, DIN-00016309, is a Bachelor''s Degree from Andhra University with more than three decades experience in media and publishing industry. He has successfully led a number of publications from their inception to commercial success. He brings in rich experience of handling the intricacies of media and publishing businesses. He has handled both the advertising agencies and well as publications and has good understanding of both the sides of the advertisement operations. He was on the Editorial Board of Yugavani in the 1970s. Sri V. Kishore, is a commerce graduate and an Independent Director with two decades of experience in Regional Entertainment Industry. He is known for his turnaround strategy in business. Sri M. Madhusudana Rao, Years is a Honours Graduate in Commerce, Master''s Degree Holder in Business Administration and has a Legal Degree, with more than 12 Years of Experience in Finance. He is a market leader within this sector and has handled the larger division of our organization with his extensive exposure. He would ensure the organization has continued growth and expansion in this challenging and rewarding environment with his knowledge. He works effectively to manage the day to day running of Finance Function and has credible track record in Media & Entertainment Industry. Sri Sitha Balu, is a Graduate and has vast experience in writing novels and books that brings rich and varied experience to the Company, she would ensure the organization has continued growth and expansion in this challenging and rewarding environment with her knowledge. 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. (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. (c) One (1) Nomination & Remuneration Committee Meetings were held, details of which are given in the Corporate Governance Report. VIGIL MECHANISM: Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The policy provides for 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. RISK MANAGEMENT POLICY: Company is in the process of adopting a Business risk evaluation and management policy. However, Business risk evaluation and management is an ongoing process within the organization. The Board of Directors reviews the reports of compliance to all applicable laws and regulations periodically. Any non-compliance is seriously taken up by the Board and the action taken for rectification of non-compliance is reported to the Board. CORPORATE SOCIAL RESPONSIBILTY POLICY: As per Section 134(3) (o) of the companies Act 2013, the company is not under given criteria hence CSR is not applicable. PARTICULARS OF EMPLOYEES: There are no employees, whose particulars are required to be furnished under Section 197(12)read with Rule 5 (1) (2) & (3) of Companies (Appointment & Remuneration) Rules, 2014 as remuneration of none of the employee is in excess of 5,00,000/- per month during the financial year. CONSTITUTION OF INTERNAL COMPLIANTS COMMITTEE: The Company has adopted a policy on prevention and redressal of sexual harassment of women at work place as per the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and no complaints were received by the Company. SECRETARIAL STANDARDS: As Secretarial Standards as approved by the Central Government, haven been issued by the Institute of Company Secretaries of India (ICSI), under the provisions of Section 118(10) of the Companies Act, 2013 (the Act), vide ICSI Notification No. 1 (SS) of 2015 dated April 23rd, 2015 and these standards are applicable to all the companies. ICSI has notified two Secretarial Standards i.e. SST-1 and SST-2 for Board and General Meetings respectively with effect from 1st July 2015 and Company is taking all necessary steps and implementing those standards. 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 DIRECTORS RESPONSIBILITY STATEMENT: As required under section 134(5) of the companies act, 2013 Directors of your Company hereby state and confirm that: 1. The applicable Accounting Standards have been followed in preparation of annual accounts; 2. The accounting policies selected were applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at 31st march, 2014 and of the loss for the year ended on that date; 3. Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. The Annual Accounts for the year ended 31st March, 2015 have been prepared on a going concern basis; REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ALANYSIS REPORT As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Management discussion and Analysis Report is enclosed as a part of this Annual report -Annexure - A. SECRETARIAL AUDIT: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. G S L N Gupta, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year ended 31st March 2015. The Report of the Secretarial Audit Report is annexed herewith as Annexure ''B''. Directors'' explanation on the comments of the Secretarial Auditor for the year ended 31st March 2015 as set out in his Secretarial Audit Report dated 18th June 2015 is as follows: (i) With reference to sub-clause (a) of clause (vi) of the said report wherein the Secretarial Auditor Has mentioned that the company has not registered under A.P. Tax on Professions, Trades, Callings and Employments Act, 1987 for professional tax of company, the board would like to inform that, necessary steps are taking to get registration and to comply the applicable provisions under the said Act. (ii) With reference to sub-clause (b) of clause (vi) of the said report wherein the Secretarial Auditor Has mentioned that the company has not registered under Shops & Establishments Act, the board would like to inform that, necessary steps are taking to get registration and to comply the applicable provisions under the said Act. (iii) With reference to sub-clause (c) of clause (vi) of the said report wherein the Secretarial Auditor Has mentioned that the company has not filed Annual Report with the ROC/MCA for the FY 2013-14, the Board would like to inform you that the said Forms shall be filed with the Ministry of Corporate Affairs at the earliest. (iv) With reference to sub-clause (d) of clause (vi) of the said report wherein the Secretarial Auditor Has mentioned that the company has not filed Annual Return with the ROC/MCA for the FY 2013-14, the Board would like to inform you that the said Forms shall be filed with the Ministry of Corporate Affairs at the earliest. (v) With reference to sub-clause (e) of clause (vi) of the said report wherein the Secretarial Auditor Has mentioned that the Company Secretary of the company has resigned and the company has to recruit another full time Company Secretary as per the provisions of the Companies Act 2013 and as per the listing agreement clauses, the Board would like to inform you that the company is taking all necessary steps to appoint full time Company Secretary at the earliest. (vi) With reference to sub-clause (f) of clause (vi) of the said report wherein the Secretarial Auditor Has mentioned In his note that CFO to be appointed by the company under the Category of KMP, the Board would like to inform you that the company is taking all necessary steps to appoint full time CFO at the earliest. (vii) With reference to sub-clause (g) of clause (vi) of the said report wherein the Secretarial Auditor Has mentioned In his note that, During the year, the Central Bureau of Investigation (CBI) and Directorate of enforcement filed cases against the company and its managing director under the prevention of money laundering Act, 2002 and few properties of the company under provisional attachment with Enforcement Directorate, the Board would like to inform you that the company is confident that it has not done anything wrong and The company is co-operating with the above government agencies and company would be able to give replies to the allegations to the satisfaction of the government agencies involved. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: Related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary course of business. There are transactions with related parties referred to in Section 188(1) in the company during the financial year and the complete details incorporated in the notes to accounts and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-C. EXTRACT OF ANNUAL RETURN: As required pursuant to section 92(3) oftheCompaniesAct,2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report- Annexure''D''. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY: There have been no material changes and commitments 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. AUDIT OBSERVATIONS: Auditors'' observations are suitably explained in notes to the Accounts and are self-explanatory. AUDITORS The Auditors, M/s. Ganesh Venkat & Co., Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. CORPORATE GOVERNANCE AND SHAREHOLDERS'' INFORMATION: Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report (Annexure II). Certificate from the Statutory Auditors of the company M/s. Ganesh Vekat & Co., Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause-49 of the Listing Agreement is attached to this report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO: Information required under Section 134 of the Companies Act, 2013 read with Companies (Disclosure of particulars in Directors'' Report) Rules, 1988 is given in the (Annexure III) to this report. HUMAN RESOURCES: There are no employees as on date on the rolls of the Company who are in receipt of Remuneration which requires disclosures under Section 134 of the Companies Act, 2013 and Companies (Particulars of Employees) Rules, 1975. During the year under review, relationship with the employees is cordial. VIGIL MECHANISM: In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism for directors and employees to report genuine concerns has been established. RESERVES: We propose to transfer Nil of the net profit for the year to the general reserve and another Nil to capital reserve. We propose to transfer Nil of the net profit for the year to the general reserve and another Nil to capital reserve APPRECIATION: The Directors wish to place on record their appreciation to employees at all levels for their co- operation. Your directors would also acknowledge the continued support of the Company''s Shareholders, Bankers, Exhibitors, Distributors, and all others that contributed to the success of the company. By Order of the Board of Directors For M/s. SOWBHAGYA MEDIA LIMITED Sd/- K.RAMAKRISHNA PRASAD MANAGING DIRECTOR Sd/- M. MADHUSUDANA RAO DIRECTOR

Director’s Report