you are here:

Zee Media Corporation Ltd.

BSE: 532794 | NSE: ZEEMEDIA |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE966H01019 | SECTOR: Media & Entertainment

BSE Live

Feb 25, 16:00
6.02 -0.15 (-2.43%)
Volume
AVERAGE VOLUME
5-Day
1,145,218
10-Day
990,193
30-Day
566,128
624,343
  • Prev. Close

    6.17

  • Open Price

    6.11

  • Bid Price (Qty.)

    6.02 (36)

  • Offer Price (Qty.)

    6.02 (4417)

NSE Live

Feb 25, 15:58
6.00 -0.15 (-2.44%)
Volume
AVERAGE VOLUME
5-Day
3,585,796
10-Day
3,128,915
30-Day
2,246,596
2,388,257
  • Prev. Close

    6.15

  • Open Price

    6.20

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    6.00 (16856)

Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report

To the Members

The Directors take pleasure in presenting the 19th Annual Report of your Company together with Audited Financial Statements for the year ended March 31, 2018, prepared as per Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013.

1. FINANCIAL HIGHLIGHTS

The financial performance of your Company for the year ended March 31, 2018 is summarized below:

Rs. million

particulars

Standalone - Year ended

consolidated - Year ended

March 31, 2018

March 31, 2017

March 31, 2018

March 31, 2017

Total revenues

5,240.02

4,132.07

5,874.00

4,664.63

Total expenses

4,651.58

3,533.98

5,324.96

3,924.08

profit before tax & share of profit / (loss) of Associates

588.44

598.09

549.04

740.55

Share of profit/(loss) of Associates

-

-

(45.81)

(29.87)

profit before tax from continuing operations

588.44

598.09

503.23

710.68

Tax Expenses (Net)

182.19

178.80

224.85

228.70

profit after tax from continuing operations

406.25

419.29

278.38

481.98

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report which affects the financial position of the Company. Based on internal financial control framework and compliance systems established in the Company and verified by the statutory and internal auditors and reviews performed by the management and/ or the Audit Committee of the Board, your Board is of the opinion that Company’s internal financial controls were adequate and effective during the financial year 2017-18.

2. dividend

With a view to conserve the resources for future business requirements and expansion plans, your Board is of the view that the current year’s profit be ploughed back into the operations and hence no dividend is recommended for the year under review.

3. operations & strategy

FY 2017-18 was a mixed bag for the Indian economy. Recovering from demonetization and coming to terms with the new GST regime, the economic growth in the 1st half was relatively slow. However, the economy jumped back to the stature of fastest growing major economy in the world during the 2nd half with a further promise of 7.0%-7.5% growth in FY 2018-19, which augurs well for the media & entertainment industry.

The television media industry grew by 11.2% making it a Rs.660 Billion industry in 2017 from Rs.594 Billion in 2016. Broadcast advertisement revenues grew by 10.1% to Rs.267

Billion in 2017 from Rs.243 Billion in 2016, while broadcast subscription revenues registered 10% growth to Rs.99 Billion in 2017 from Rs.90 Billion in 2016.

The news genre continues to witness a switch of channels from Pay to Free-to-Air platform leading to expansion in viewership, especially for Hindi and regional channels, and consequently growth in advertising revenues too.

Your Company continues to be one of the largest news networks in the country touching more than 327 Million viewers through its 14 News Channels in 8 different languages and reaching more than 421 Million users through digital channels.

Zee News, the flagship channel of your Company and a pioneer in news broadcasting, emerged as the channel with maximum average time spent per viewer during the year and reached over 198 Million viewers across India in 4th Quarter of FY 18. Zee Business, India’s 1st 24-hour Hindi business channel, reached more than 17.5 Million viewers. Zee Hindustan, your Company’s 2nd national news channel, reached more than 155 Million viewers. WiON, 1st Global English news channel out of India, reached more than 5.9 Million viewers across India.

Zee punjab Haryana Himachal dominated the region’s news market on the back of highly engaging content. Zee Madhya pradesh chhattisgarh continues to be the leader of the pack and completed more than 100 consecutive weeks at No. 1 position by market share. Zee Bihar Jharkhand (erstwhile Zee Purvaiya), also maintained its leadership position in the market and reached more than 23.8 Million viewers across India.

Zee 24 Taas, your company’s Marathi offering, reached more than 40 Million viewers across India. 24 Ghanta, your Company’s Bengali news offering through 60% subsidiary, Zee Akaash News Pvt Ltd, reached more than 30 Million viewers across India. Zee Rajasthan (erstwhile Zee Marudhara) reached over 11 Million viewers across India. Zee Kalinga News, company’s offering for Odisha market, reached more than 10.8 Million viewers across India.

During the year, your Company expanded its digital portfolio through launch of 5 news language sites within the fold of Zeenews.com - Tamil, Telugu, Malayalam, Kannada, and Gujarati. With renewed focus, strengthening of existing languages, and expansion into new languages, the site registered year on year increase of 59% in visitors and 106% in page views. The website attracted over 360 Million visitors with 2.4 Billion page views in FY 201718 compared to 230 Million visitors and 1.2 Billion page views in the previous year The Indian language arms of the website put up a phenomenal performance with visitors on Hindi, Bengali and Marathi websites growing by 122%, 36% and 20%, respectively and page views growing by 151%, 143% and 92%, respectively.

Zeebiz.com, your company’s business news offering, registered 13 Million visitors and 30 Million page views. Wionews.com, your company’s Global English news platform, witnessed 4.5 Million users and 16 Million page views. Your company’s social media pages complement both broadcast channels as well as digital platforms and consistently interact with viewers and digital audiences alike leading to a 37 Million strong fan base.

During the year under review, your Company continued with its ambitious expansion plans by launching three new channels - Zee 24 Kalak (Gujarati), Zee Salaam (Urdu) and Zee Uttar Pradesh Uttarakhand (Hindi). Your company also launched its video based shopping Channel Ezmall Online, which will cater to consumers beyond Tier I cities through DTH, Cable and its website Ezmall.com.

During the year, your Company focused on unlocking the revenue potential of its flagship channel, Zee News, as well as of its regional bouquet. As a result, revenue from operations grew by 28.5% to Rs.5,780.2 Million from Rs.4,498.3 Million in FY 2016-17. The operating profit declined by 2.5% to Rs.1,135.2 Million in FY 2017-18 from Rs.1,165.3 Million in FY 2016-17 as the new launches are yet to realize their potential. However, the initiatives are expected to put your Company into a fast-paced, highly profitable growth trajectory in the future.

4. RIGHTS ISSUE

Your Company had earlier raised Rs.1,955.59 Million by way of issue of 108,643,732 Equity Shares of Re. 1 each at the price of Rs.18/- per Equity Share, on Rights basis in the ratio of 3 (Three) Right Shares for every 10 (Ten) Equity Shares held as on Record date of March 17, 2015.

During the year under review, as per details mentioned herein, the Company has utilized entire Rights Issue proceeds as per Letter of Offer Offer dated March 16, 2015.

Rs. million

Details of Utilization

Proposed as per LOF

Utilized as at March 31,2018

Purchase of equipment and accessories

450.52

450.52

Repayment/prepayment of Company loans

449.95

449.95

Funding repayment of subsidiaries Loans

600.00

600.00

General Corporate purposes

455.12

455.12

Total

1,955.59

1,955.59

5. RESTRUCTURING OF PRINT MEDIA BUSINESS

During the year under review, the Mumbai Bench of the Hon’ble National Company Law Tribunal (NCLT), had vide an Order passed on June 8, 2017 approved the Scheme of Arrangement and Amalgamation with Appointed Date of April 1, 2017 for (a) Demerger of Print Media Undertaking of the Company vesting with Diligent Media Corporation Limited (DMCL); (b) Merger of Mediavest India Private Limited and Pri-Media Services Private Limited with DMCL; and (c) Merger of Maurya TV Private Limited with the Company. The effect of the Scheme, which became effective on and from July 28, 2017, has been given in the Audited Financial Statements of the Company for FY 2017-18.

In accordance with the said Scheme, the Demerger consideration was discharged by DMCL by issuance and allotment of 1 1,77,08,018 Equity Shares of Rs.1 each to the Shareholders of the Company as on the Record date of October 6, 2017, in the ratio of 1 (one) Equity Share of Rs.1 each of DMCL for every 4 (four) Equity Shares of Rs.1 each of the Company held as on Record Date. The Equity Shares allotted by DMCL on October 9, 2017 got listed on BSE Limited (Scrip code 540789) and National Stock Exchange of India Limited (Scrip Code DNAMEDIA) on and from December 11, 2017.

6. CHANGE IN REGISTERED OFFICE

During the year under review, your Company shifted its Registered Office to a larger premise at 14th Floor, A-Wing, Marathon Futurex, N M Joshi Marg, Lower Parel, Mumbai 400 013 with effect from August 18, 2017.

7. EMPLOYEES STOCK OPTION SCHEME

The Employee Stock Option Scheme approved by the Members at the Annual General Meeting held on August 18, 2009 has not been implemented till date and no Stock

Options were granted under the said ESOP Scheme till date. In view of this, particulars as required under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 are not provided.

8. subsidiaries & associates

As at March 31, 2018, your Company had 2 subsidiaries (5 as on March 31, 2017) and 2 associate entities (2 as on March 31, 2017).

During the year under review:

- In pursuance of the Scheme of Arrangement and Amalgamation approved by Hon’ble NCLT vide order passed on June 8, 2017:

i. Diligent Media Corporation Limited (DMCL), a wholly owned step-down subsidiary became an independent listed entity upon demerger of Print Media Undertaking from the company vesting with DMCL;

ii. Mediavest India Private Limited and Pri-Media Services Private Limited, wholly owned subsidiaries of the company, merged with DMCL and stood dissolved without winding-up; and

iii. Maurya TV Private Limited, a wholly owned subsidiary merged with the Company and dissolved without winding up;

- The Company established a wholly owned subsidiary in the name and style of Ez-Mall Online Limited to engage in E-commerce business.

Apart from the above, no other Subsidiary/Associate was established or divested during FY 2017-18. In compliance with Section 129 of the Companies Act, 2013, a statement containing requisite details including financial highlights of the operations of all subsidiaries and associates is annexed to this report as Annexure A.

Further as per Section 136 of the Companies Act, 2013, the Audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of the subsidiaries are available on the website of the Company www.zeenews.india.com. These documents will also be available for inspection during business hours on all working days (except Saturday) at the Registered Office of the Company.

9. corporate governance & policies

Your Company is in strict compliance with the Corporate Governance requirements mentioned under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations’) and applicable provisions of Companies Act, 2013. Additionally, your company has complied with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

A Report on Corporate Governance as stipulated under the Listing Regulations as also a Management Discussion and Analysis Report forms part of the Annual Report. Certificate from the Statutory Auditors of the Company M/s Ford Rhodes Parks & Co., LLP, Chartered Accountants, confirming compliance with the provisions of Corporate Governance as stipulated in the Listing Regulations, is annexed to the said Corporate Governance Report.

In compliance with the requirements of the Companies Act, 2013 and Listing Regulations, your Board had approved various Codes and Policies including Code of Conduct for Directors & Senior Management; Policy for determining Material Events; Policy for Preservation of Documents and Archival of Records; Policy for Determination of Material Subsidiary; Related Party Transaction Policy; Whistle Blower and Vigil Mechanism Policy; Corporate Social Responsibility Policy; and Remuneration Policy. Further in accordance with SEBI regulations, your Board had approved Insider Trading Code and Fair Disclosure Policy. All these Codes and Policies along with the terms and conditions of appointment of Independent Directors and brief on Directors Familiarization Programs can be viewed on Company’s website at www.zeenews.india.com.

In compliance with regulatory requirements, the Nomination and Remuneration Committee of your Board has fixed criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limit, qualification/experience, areas of expertise and independence of individual. The Committee had also approved in-principle that the initial term of an Independent Director shall not exceed 3 years.

10. DIRECTORS & KEY MANAGERIAL PERSONNEL

As at March 31, 2018, your Board comprised of six (6) Directors including four (4) Independent Directors and two (2) Executive Directors. Independent Directors provide declarations both at the time of appointment and annually, confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Listing Regulations. During FY 17-18 your Board met 6 (six) times details of which are available in the Corporate Governance Report annexed to this report.

Mr. Jagdish Chandra, Executive Director - Regional News Channels resigned from employment of the Company with effect from the close of business on April 13, 2018.

Further, at the meeting held on May 16, 2018, your Board had, based on recommendation of the Nomination & Remuneration Committee, approved appointment of Mr Ashok Venkatramani as an Additional Director designated as Managing Director of the Company for a period of 3 years with effect from July 1, 2018. As per Section 161 of the Companies Act, 2013, Mr. Venkatramani shall hold office till ensuing Annual General Meeting. The Company has received notice from member proposing appointment of Mr. Venkatramani as Director and requisite proposals seeking your approval for his appointment as Director and also his appointment, and payment of remuneration, as Managing Director of the Company forms part of the Notice of ensuing Annual General Meeting. Your Board recommends these proposals for approval of Shareholders.

Additionally, the Notice of ensuing Annual General Meeting, includes proposals for re-appointment of Dr. (Mrs.) Rashmi Aggarwal & Mrs. Kanta Devi Allria for the second term as Independent Directors, not liable to retire by rotation, for a period of 3 years from expiry of their current term on August 9, 2018. Based on performance evaluation and after review of confirmation(s) of continuity of compliance with the criteria of independence under applicable regulations, your Board recommends reappointment of Dr. (Mrs.) Rashmi Aggarwal and Mrs. Kanta Devi Allria as Independent Directors for second term for approval of Shareholders.

As per Section 152 of the Companies Act, 2013, Mr Rajiv Singh, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment. The re-appointment of Mr. Rajiv Singh at the Annual General Meeting as a director retiring by rotation would not constitute break in his appointment as Executive Director & COO. Your Board recommends his re-appointment.

Mr. Rajiv Singh, Executive Director & COO, Mr. Sumit Kapoor, Chief Financial Officer and Mr. Pushpal Sanghavi, Company Secretary continue to be Key Managerial Personnel (KMP) of the Company in compliance with the requirements of Section 203 of the Companies Act, 2013.

11. BOARD EVALUATION

At a separate meeting of Independent Directors held without presence of other Directors and management, the Independent Directors had, based on various criteria, evaluated performance of the Executive Directors and performance of the Board as a whole and various Board Committees. A report on such evaluation done by Independent Directors was taken on record by the Board and further, the Board had in compliance with the requirements of Companies Act, 2013 evaluated performance of all Independent Directors based on various parameters including attendance, contribution etc. The details of the evaluation process are set out in the Corporate Governance Report which forms part of this Report.

12. BOARD COMMITTEES

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. Details of constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company. Further the details of scope, constitution, number of meetings of the Committee held during FY 17-18 along with particulars of attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report.

13. CORPORATE SOCIAL RESPONSIBLITY (CSR)

CSR at Zee Media is all about creating sustainable programs that actively contribute to and support the social and economic development of the society. Accordingly as unified approach towards CSR at Essel group level, your Company had along with other Essel Group entities established a Section 8 Company viz. Subhash Chandra Foundation (Foundation). The CSR projects are identified and recommended by the Foundation for consideration by CSR Committees of Essel group entities and upon approval, the funds are remitted by those entities to the Foundation for utilization towards approved CSR Projects. The Foundation monitors utilization of CSR funds, does impact assessment and provides periodical report to the CSR Committee.

During the year under review, your Company had utilized its entire CSR funds of Rs.5.5 Millions towards a CSR project for supporting Girl Child Education by establishing a National Level Merit-cum-Need based Scholarship Program for girl students in public schools in the villages of Hissar, Haryana.

A detailed report on CSR activities initiated by the Company during FY 2017-18, in compliance with the requirements of Companies Act, 2013, is annexed to this report as Annexure B.

14. AUDITORS

Statutory Audit: At the 18th Annual General Meeting held on August 9, 2017, the Shareholders had approved appointment of M/s. Ford Rhodes Parks & Co, LLP, Chartered Accountants, having Firm Registration No. 102860W/W100089, as Statutory Auditors of the Company to hold such office until the conclusion of 23rd Annual General Meeting to be held in the year 2022, subject to ratification by the Members every year. Pursuant to recent amendment to Section 139 of the Companies Act, 2013, effective May 7, 2018, ratification by the Shareholders every year for the appointment of Statutory Auditors is no longer required and accordingly the Notice of ensuing Annual General Meeting does not include the proposal for seeking Shareholders approval for ratification of Statutory Auditors appointment. The Company has received certificate of eligibility from M/s Ford Rhodes Parks & Co., LLP in accordance with the provisions of the Companies Act, 2013 read with rules thereunder and a confirmation that they continue to hold valid Peer Review Certificate as required under Listing Regulations.

Secretarial Audit: In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for FY17-18 was carried out by Mr. Satish K Shah, Practicing Company Secretary (holding ICSI Certificate of Practice No. 3142)

The reports of Statutory Auditor and Secretarial Auditor forming part of this Annual report do not contain any qualification, reservation or adverse remarks. During FY 17-18 the Statutory Auditor had not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no disclosures are required pursuant to Section 134(3) (ca) of the Companies Act, 2013.

Cost Audit: In compliance with the requirements of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, M/s. Chandra Wadhwa & Co., Cost Accountants (Firm Registration No. 00239) was engaged to carry out Audit of Cost Records of the Company for Financial Year 201718. The remuneration payable to the Cost Auditors for FY 2017-18 was approved by the Shareholders at previous Annual General Meeting held on August 9, 2017. The Cost Auditor for FY 19 is yet to be appointed by the Board of Directors of the Company.

15. conservation of energy, technology absorption, foreign exchange earnings and ouTGo

Your Company is into the business of Broadcasting of News & Current Affairs Television Channels. Since this does not involve any manufacturing activity, most of the Information required to be provided under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is not applicable. However, the information as applicable is given hereunder:

Conservation of Energy: Your Company, being a service provider, requires minimal energy consumption and every endeavor has been made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

Technology Absorption: In its endeavor to deliver the best to its viewers and business partners, your Company has been constantly active in harnessing and tapping the latest and best technology in the industry.

Foreign Exchange Earnings and outgo: During the year under review, your Company had foreign exchange earnings of Rs.131.84 Million and outgo of Rs.123.37 Million.

16. particulars of employees

Your Company had 181 6 employees as at March 31 , 2018. The information required under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with statement showing names and other particulars of top 10 employees including employees drawing remuneration in excess of the limits prescribed under the said rules is annexed to this report as Annexure C.

17. disclosures

i. Particulars of loans, guarantees and investments: Particulars of loans, guarantees and investments made by the Company as required under Section 186(4) of the Companies Act, 2013 are given in Note No. 35 to the Standalone Financial Statements.

ii. Transactions with Related Parties: All contracts/ arrangements/transactions entered by the Company during the financial year with related parties were on arm’s length basis, in the ordinary course of business and in compliance with applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations. During FY 2017-18 there were no materially significant related party transaction by the Company with the Promoters, Directors, Key Managerial Personnel and other designated persons which may have a potential conflict with the interest of the Company.

All related party transactions, specifying the nature, value and terms of the transactions including the arms-length justification, are placed before the Audit Committee for its approval and statement of all related party transactions carried out is placed before the Audit Committee for its review on a quarterly basis. During the year under review, apart from the material related party transaction approved by the Shareholders for availing of Channel Distribution Services by the Company from Zee Entertainment Enterprises Limited (ZEEL), a related party as per Accounting Standard, there have been no materially significant related party transactions.

During the year under review there have been no materially significant transactions prescribed under Section 188(1) with related parties as defined under Section 2(76) of the Companies Act, 2013 (Act) and accordingly the information as prescribed under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 are not provided.

Notice of ensuing Annual General Meeting includes a proposal seeking Shareholders’ approval for Material Related Party transactions for availing of services towards Channel Distribution, Advertisement Sales and content monetization on Digital / Web platform, by the Company from ZEEL at arm-length terms detailed in the explanatory statement. Since these related party transactions is expected to result in increased revenues and enhanced reach and therefore beneficial to the Company, your Board recommends the said proposal for approval of the Shareholders.

iii. Risk Management: Your Company has defined operational processes to ensure that risks are identified and the operating management are responsible for identifying and implementing mitigation plans for operational and process risk. Key strategic and business risks are identified and managed by senior management team. The Risks That Matter (RTM) and their mitigation plans are updated and reviewed periodically by the Audit Committee and integrated in the Business plan for each year. In the opinion of the Board there are no risks that may threaten the existence of the Company.

iv. Internal Financial Controls and their adequacy: Your Company has adequate internal financial controls and processes for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically and at the end of each financial year

Your Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read together with the Companies (Indian Accounting Standards) Rules, 2015. These are in accordance with Generally Accepted Accounting Principles in India.

v. Deposits & Unclaimed Shares: Your Company has not accepted any public deposit under Chapter V of the Companies Act, 2013.

During the year under review, in compliance with the requirements of The Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 201 6 (IEPF Rules) as amended, your Company had transferred 1,39,889 Unclaimed Equity Shares of Rs.1 each to the beneficiary account of IEPF Authority. The said Unclaimed Equity Shares along with past Unclaimed Dividend transferred to IEPF can be claimed by the Shareholders from IEPF authority after following process prescribed in IEPF Rules.

vi. Extract of Annual Return: Extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Act read with Companies (Management & Administration) Rules, 2014 is annexed to this report as Annexure D.

vii. Sexual Harassment: Your Company has zero tolerance towards sexual harassment at workplace and 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 and the Rules thereunder Additionally, your Company has constituted 3 Internal Complaints Committee functioning at various locations to redress complaints regarding sexual harassment. There was no complaint on sexual harassment during the year under review.

viii. Regulatory Orders: No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company’s operations in future.

18. directors’ responsibility statement

Pursuant to the requirement under Section 134 of the Companies Act, 2013, in relation to the Annual Financial Statements for the Financial Year 2017-2018, your Directors confirm that:

a) The Financial Statements of the Company comprising of the Balance Sheet as at March 31, 2018 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis;

b) In the preparation of these Financial Statements, the applicable accounting standards had been followed and there are no material departures;

c) Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018, and, of the profit of the Company for the year ended on that date;

d) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act, to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities;

e) Requisite Internal financial controls were laid down and that such financial controls are adequate and operating effectively; and

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

acknowledgements

Your Board takes this opportunity to place on record its appreciation for the dedication and commitment of employees shown at all levels which have contributed to the success of your Company. Your Directors also express their gratitude for the valuable support and co-operation extended by all stakeholders including banks, financial Institutions, viewers, vendors, service providers and regulatory authorities.

By order of the Board

Surjit Banga

Non-Executive Chairman

Place: Mumbai Rajiv Singh

Date : May 16, 2018 Executive Director & COO

Director’s Report