Dear Members,
Your Directors take pleasure in presenting their 34th Annual Report together
with the Audited Statements of accounts for the Financial Year ended on 31st
March, 2024.
Financial summary of the Company
During the year under review, the Company has shown notable performance. The extracts
of financial results 2023-24 are as under:
[in Lakhs (Rs.)]
Particulars |
Year ended |
Year ended |
|
31.03.2024 |
31.03.2023 |
Income for the year (Gross) |
3,231.36 |
3,148.05 |
Expenditure for the year excluding Depreciation and |
2,958.01 |
3,042.27 |
amortisation expenses |
|
|
Profit/(Loss) before depreciation, interest and |
273.35 |
105.78 |
exceptional items |
|
|
Less |
|
|
-Depreciation and Amortization Expenses |
66.32 |
34.66 |
-Interest |
- |
- |
Exceptional Item |
|
|
Prior Period Expenses |
1.65 |
60 |
Profit before Tax |
205.38 |
11.12 |
Less:- Provision for Taxation |
|
|
- Current Tax/ Mat |
56.69 |
59.12 |
- Deferred Tax Adjustment-Cr/Dr) |
(3.98) |
(3.18) |
- Tax Adjustments for Earlier Year |
(1.13) |
(0.07) |
Profit after Tax |
153.80 |
(44.74) |
Operational
During the year, the company has carried out its business operations. However Company
has achieved a stable profit during the year. Your Directors are putting their best
efforts to improve the performance of the Company. The company anticipates more
development in the Finance Industry in years to come.
The income from operations during the year is Rs. 3,149.25 Lakhs as against Rs.
3,139.84 Lakhs in the previous year. The Company made a profit before tax of Rs. 205.38
Lakhs during the year as against the profit of Rs. 11.12 Lakhs in the previous year.
Dividend
Your Directors intend to plough back available resources for the financial requirements
and express their inability to recommend any dividend for the financial year.
Transfer to Reserves
The net movements in the major reserves of the Company are as follows:
No amount is proposed to be transferred to the Reserves and Surplus Account.
Change in the nature of business
During the Financial Year under review, no changes have occurred in the nature of the
Company's business.
Significant & Material Orders Passed by the Regulators or Courts or Tribunals
Impacting the Going Concern Status of the Company
No significant and material orders were passed by any Regulator(s) or Court(s) or
Tribunal(s) which would impact the going concern status of the company.
Material changes and commitments, if any, affecting the financial position of the
Company
There has 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.
Internal Financial Controls
The Company has adequate Internal Financial Control System over financial reporting
which ensures that all transactions are authorized, recorded, and reported correctly in a
timely manner. The Company's Internal
Financial Control over financial reporting is designed to provide reliable financial
information and to comply with applicable accounting standards.
The Company periodically tracks all amendments to Accounting Standards and makes
changes to the underlying systems, processes and financial controls to ensure adherence to
the same. All resultant changes to the policy and impact on financials, if any, are
disclosed after due validation with the Statutory Auditors and the Audit Committee.
Your Company has in place adequate internal financial controls with reference to the
Financial Statements commensurate with the size, scale and complexity of its operations.
Such controls have been assessed during the year under review taking into consideration
the essential components of internal controls stated in the Guidance Note on Audit of
Internal Financial Controls over Financial Reporting issued by The Institute of Chartered
Accountants of India. Based on the results of such assessments carried out by the
management, no reportable material weakness or significant deficiencies in the design or
operation of internal financial controls was observed.
Details of Subsidiary/Joint Venture/ Associate Companies
During the year under review, the Company has no Subsidiary/Joint Venture and have 1
associate company. Form No. AOC-1 is attached to this report as Annexure-A'.
Performance and financial position of each of the subsidiaries, associates and joint
venture companies included in the consolidated financial statement
The Company has no subsidiaries, 1 associates and no joint venture companies.
Details in Respect of Frauds Reported by Auditors under Sub-Section (12) Of Section 143
other than those which are Reportable to the Central Government
Auditors have not reported any frauds during the year under review.
Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act
2013
The Company has given Loan or Guarantee or made Investment under Section 186 of the
Companies Act 2013.
Special Resolution has been passed in the Annual General Meeting of financial year
ending March 2024 for the approval.
Public Deposits
During the year under review, your Company has neither accepted nor renewed any
deposits.
Particulars of Contracts or Arrangements with Related Parties
All material related party transactions that were entered into during the financial
year were on an arm's length basis and were in the ordinary course of business. There are
no materially significant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential
conflict with the interest of the Company at large. Form No. AOC-2 marked Annexure
A' is annexed to this report containing disclosure of related party transactions
under Section 188 of the Companies Act, 2013.
Auditors
(i) Statutory Auditors
In the 30th AGM held on September 20, 2020 the Members appointed M/s BAS
& Co. LLP Chartered Accountants (Firm Registration No.323347E/E300008) as
Statutory Auditors of the Company
(ii) Secretarial Auditors
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 has
appointed M/s. V Kumar and Associates (CP No.:10438, M.No.: 8976), Company Secretaries to
undertake the secretarial audit of the Company.
(iii) Cost Auditors and Cost Records
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Act read with Rule 3 and Rule 4 of The Companies (Cost
Records and Audit) Rules, 2014, are not applicable to the Company during the year.
(iv) Internal Auditors
In terms of compliance of Section 138 of the Act read with the Companies (Accounts)
rules, 2014, the Board of Directors on the recommendation of Audit Committee approved the
appointment of M/S A D Goyal & Associates, Chartered Accountant (Firm Registration No.
0031058N) as its Internal Auditors of the Company for the financial year 2023-24 to
financial year 2027-28.
Auditors' Report
A copy of Independent Auditors' Report and Notes forming part of the Financial
Statements as provided by Independent Auditor has been annexed to this Report contains
following reservation, qualification or adverse remarks.
Auditor's Qualified Opinion: a) The Company is required to obtain EPF and ESI
registration, the same has not been taken by the Company. Management Reply: The
Management is in the process to obtain EPF and ESI registration. b) As described in note
12 to the financial statements, Company is unable to determine the fair value of Company's
investment in equity shares of Naman Broadcasting and Communications Private Limited
("NBCPL") as at 31th March 2024. In absence of sufficient and appropriate
information, we are unable to comment on the carrying value of investment in NBCPL
amounting to Rs.3,16,50,000/-(original value) and the consequent impact thereof on Other
Comprehensive Income. Management Reply: We have been informed that Naman
Broadcasting and Communications Private Limited is under the process of CIRP. However at
this stage nothing can be concluded and therefore we are unable to determine the current
share value and shown as previous year carrying amount.
c) The Company is not maintaining the database for MSME compliances.
Management Reply: During the year, the vendors were not identified and we have
tried to communicate with the vendors but there was no response till year end. Therefore,
the impact could not be estimated.
d) The Company has been maintaining its books of accounts in Tally ERP9 for the
financial year 2023-24 and therefore the requirement of audit trail is not met. Refer to
the clause (h) of Report on Other Legal and Regulatory Requirements.
Management Reply: The Management is maintaining its books of accounts in Tally ERP9
for the financial year 2023-24 from April 2024, Software has been changed to track the
audit trail.
Secretarial Audit Report
A copy of Secretarial Audit Report as provided by Company Secretary in Practice has
been annexed to this Report as Annexure- D. The Secretarial Audit Report contains
following reservation, qualification or adverse remarks.
Auditor's Modified Opinion:
a) The Company has not taken EPF and ESI registration.
Management Reply: Management acknowledges that there have been deficiencies in
processes, which will be reviewed by the Board of Directors and Board of Directors will
make sure that necessary action will be taken in the current financial Year.
b) The Company has not maintained the database for MSME compliances.
Management Reply: Management acknowledges that there have been deficiencies in
processes, which will be reviewed by the Board of Directors and Board of Directors will
make sure that necessary action will be taken in the current financial Year.
c) SEBI has taken following actions against Sharpline Broadcast Limited:
i. SEBI by Confirmatory Order In the matter of Stock Recommendations using YouTube in
the scrip of
Sharpline Broadcast Limited- - WTM/AN/ISD/ISD-SEC-1/29733/2023-24 on violation of
provisions of Securities and Exchange Board of India Act, 1992 (hereinafter referred to as
"SEBI Act") and various regulations framed thereunder including SEBI
(Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market)
Regulations, 2003 (hereinafter referred to as "PFUTP Regulations"). ii. SEBI by
Confirmatory Order in the matter of Stock Recommendations using YouTube in the scrip of
Sharpline Broadcast Limited- WTM/AN/ISD/ISD-SEC-1/28040/2023-24 on violation of
provisions of Securities and Exchange Board of India Act, 1992 (hereinafter referred to as
"SEBI Act") and various regulations framed thereunder including SEBI(Prohibition
of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003
(hereinafter referred to as "PFUTP Regulations").
Management Reply: Investigation is going on and Company has submitted the reply.
Shifting of Registered Office
During the year under review, the Company has not shifted its registered office.
Futher, the Company has Shifted its Registered office from the current address 37th
Second Floor, Rani Jhansi Road Motia Khan, Paharganj, Delhi -110055' to '38, Rani Jhansi
Road, Motia Khan,Paharganj, Delhi -110055' w.e.f., 29th May, 2024."
Share Capital
A. Increase in Authorised Share Capital
The Company has increased its Authorised Share Capital from Rs. 250,000,000 to Rs.
275,000,000 on its EGM held on 15/04/2023.
B. Issue of Issue of Equity shares
? Issue Equity shares to the creditors of Inter-Corporate Loans and Investments by
way of conversion of unsecured loan
The Company has Issued 1,05,55,552 Equity shares on preferential basis to the creditors
of Inter-Corporate Loans and Investments by way of conversion of unsecured loan of Rs.
14,25,00,000/- (Rupees Fourteen Crore Twenty-Five Lakhs only on its EGM held on
15/04/2023.
The company has decided the issue price at Rs 13.50 per share (where face value of
share is Rs. 10 and premium amount is Rs. 3.50 per share) which was higher than minimum
issue price determined by the registered valuer i.e. Rs. 13.38.
Further, the issue price was determined on the basis of a valuation report of Mr.
Manish Manwani, the registered valuer (IBBI Registration No.: IBBI/RV/03/2021/14113) duly
appointed by the board.
? Issue of Equity shares to the creditors of Inter Corporate Loans and Investments
by way of conversion of unsecured loan as per the directions received by the Stock
Exchanges
The Company has Issued 52,77,776 Equity shares on preferential basis to the creditors
of Inter-Corporate Loans and Investments by way of conversion of unsecured loan of Rs.
7,12,50,000/- (Rupees Seven Crores Twelve Lacs Fifty Thousand only on its Board Meeting
held on 12/06/2023 as per the directions received by the Stock Exchanges.
The company has decided the issue price at Rs 13.50 per share (where face value of
share is Rs. 10 and premium amount is Rs. 3.50 per share) which was higher than minimum
issue price determined by the registered valuer i.e. Rs. 13.38.
Further, the issue price was determined on the basis of a valuation report dated.
16.03.2023 given by Mr. Manish Manwani, the registered valuer (IBBI Registration No.:
IBBI/RV/03/2021/14113) duly appointed by the board.
C. Issue of equity shares with differential rights
Company has not issued any equity shares with differential rights so no disclosure is
required as per rule 4 (4) of the Companies (Share Capital and Debentures) Rules 2014.
D. Issue of sweat equity shares
Company has not issued sweat equity shares, so no disclosure is required as per rule 8
(13) of the Companies (Share Capital and Debentures) Rules 2014.
E. Issue of employee stock options
Company has not issued employee stock options, so no disclosure is required as per rule
12(9) of the Companies (Share Capital and Debentures) Rules 2014.
F. Provision of money by Company for purchase of its own share by employees or by
trustee for the benefit of employees
Company has not made any provision for purchase of its own share by employees or by
trustee for the benefit of employees so no disclosure is required as per rule 16(4) of the
Companies (Share Capital and Debentures) Rules 2014.
Conservation of energy, technology absorption and foreign exchange earnings and outgo
The details of conservation of energy, technology absorption, foreign exchange and
outgo are as follows:
A. Conservation of energy
Company is not engaged in any manufacturing or processing activity, as such particulars
required to be given in terms of Section 134(3)(m) of the Companies Act, 2013 read with
Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988,
regarding conservation of energy are not applicable.
B. Technology absorption
Company is not engaged in any manufacturing or processing activity, as such particulars
required to be given in terms of Section 134(3)(m) of the Companies Act, 2013 read with
Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988,
regarding Technology absorption are not applicable.
C. Foreign exchange earnings and outgo
There has been no expenditure and/or earning in foreign exchange.
Extract of Annual Return
As per the requirements of Section 92(3) of the Companies Act, 2013 and Rules framed
there under, the extract of the Annual Return of the Company for the financial year
2023-24 is available on the website of the Company.
Employees
In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014, the name and other particulars of the employees, whose remuneration
falls within the purview of the said rule, are required to be set out in the Annexure to
the Directors Report. However, during the year under review or any part thereof, the
company did not employ any person with remuneration falling within the purview as
prescribed under the rule.
Corporate Social Responsibility
Even though the provisions of Companies Act, 2013 regarding Corporate Social
Responsibility are not attracted to the Company yet the Company has been, over the years,
pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which
goes much beyond mere philanthropic gestures and integrates interest, welfare and
aspirations of the community with those of the Company itself in an environment of
partnership for inclusive development.
Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and as per SEBI (LODR)
Regulations 2015, a separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board who were evaluated on parameters
such as level of engagement and contribution and independence of judgment thereby
safeguarding the interest of the Company. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance evaluation of the Chairman
and the Non Independent Directors was carried out by the Independent Directors. The Board
also carried out annual performance evaluation of the working of its Audit, Nomination and
Remuneration as well as stakeholder relationship committee. The Directors expressed their
satisfaction with the evaluation process.
Directors and Key Managerial Personnel
While selecting Directors, the Company looks for an appropriate balance of skills,
experience, independence and knowledge to enable them discharge their respective duties
and responsibilities effectively. The Company has laid down a clear Policy on remuneration
of Directors, Key Managerial of the Companies Act, 2013 and Articles of Association.
During the year Mrs. Sangeeta Mukherjee (DIN: 02836339), Mr. Sanjeev Kumar Jha (DIN:
02840583), Mr. Sulabh Dikshit (DIN 07070194) and Mrs. Pooja Suri (DIN: 09115153) were in
the board of directors.
Mr. Sanjeev Kumar Jha (DIN: 02840583), Whole Time Director of the Company, retires by
rotation in the ensuing AGM and being eligible offers herself for re-appointment.
Ms.Nimmy Singh Chauhan (M.No.: A65697), had resigned from the post of Company Secretary
and Compliance Officer with effect from 30/01/2024.
Further Ms. Jyoti Verma (M.No.: A73170), has been appointed as Company Secretary and
Compliance Officer with effect from 24/02/2024
After closing of financial year there were following changes of Company Secretary &
Compliance officer of the company w.e.f 1st April, 2024:
i. Resignation of Ms. Jyoti Verma (M.No.: 73170) ii. Appointment of Mr. Rahul (M.No.:
73800)
Number of Meetings of the Board of Directors
The Board of Directors consists of Four Directors including three Independent Directors
during the period under report.
During the 12 months period ended March, 2024, 17 (Seventeen) Board Meetings were held
on 17/04/2023, 10/05/2023, 12/06/2023, 07/07/2023, 19/07/2023, 27/07/2023, 11/08/2023,
22/08/2023, 23/08/2023, 29/08/2023, 10/10/2023, 08/11/2023, 10/11/2023, 14/12/2023,
30/01/2024, 09/02/2024 and 24/02/2024.
The intervening gaps between the Meetings were within the period prescribed under the
Companies Act, 2013.
Details of the attendance of the Directors attending the Board Meeting(s) are provided
hereunder:
Name of the Director |
Category |
No. of Meetings Attended |
Mrs. Sangeeta Mukherjee |
Non-Executive and Independent Director |
17 |
Mr. Sanjeev Kumar Jha |
Executive Director |
17 |
Mr. Sulabh Dikshit |
Non-Executive and Independent Director |
17 |
Mrs. Pooja Suri |
Non-Executive and Independent Director |
17 |
Audit Committee
During the financial year 2023-24, the Company has an Audit Committee comprising Mrs.
Sangeeta Mukherjee (Non-Executive and Independent Director), Mr. Sulabh Dikshit
(Non-Executive and Independent Director) and Mrs. Pooja Suri (Non-Executive and
Independent Director). The terms of reference of the Audit Committee inter-alia include
overseeing financial reporting process, reviewing the financial statements and
recommending appointment of Auditors. There is no recommendation made by Audit Committee.
Stakeholder Relationship Committee
The Company has constituted a Stakeholder Relationship Committee of Directors in
compliance with provisions of the Companies Act, 2013 and Regulation 20 of SEBI (LODR)
Regulations, 2015 as amended from time to time.
During the financial year 2023-24, the Committee comprises Mrs. Sangeeta Mukherjee
(Non-Executive and Independent Director), Mr. Sulabh Dikshit (Non-Executive and
Independent Director) and Mrs. Pooja Suri (Non-Executive and Independent Director).
Nomination and Remuneration Committee
The Company has constituted a Nomination and Remuneration Committee of Directors in
compliance with provisions of the Companies Act, 2013 and Regulation 19 of SEBI (LODR)
Regulations, 2015 as amended from time to time. The Committee's scope of work includes
deciding on remuneration and policy matters related to remunerations of Directors and
laying guidelines for remuneration package or compensation.
During the financial year 2023-24, the Committee comprises of Mrs. Sangeeta Mukherjee
(Non-Executive and Independent Director), Mr. Sulabh Dikshit (Non-Executive and
Independent Director) and Mrs. Pooja Suri (Non-Executive and Independent Director).
Details of Establishment of Vigil Mechanism/ Whistle Blower Policy for Directors and
Employees
In order to ensure that the activities of the Company and its employees are conducted
in a fair and transparent manner by adoption of highest standards of professionalism,
honesty, integrity and ethical behavior the Company has adopted a vigil mechanism policy.
This policy is explained in corporate governance report. This policy has been uploaded on
the website of the Company-
Management Discussions and Analysis Report
The Management Discussion and Analysis Report forms part of this Annual Report in
compliance with Regulation 34 of SEBI (LODR) Regulations, 2015 and is annexed marked as Annexure
B'.
Corporate Governance
The Company believes that the essence of Corporate Governance lies in the phrase
"Your Company". It is "Your" Company because it belongs to
you-"the Shareholders". The Chairperson and Directors are "Your"
fiduciaries and trustees. Their objective is to take the business forward in such a way
that it maximizes "Your" long term value. Your Company is committed to benchmark
itself with global standards in all areas including highest standards of Good Corporate
Governance. Besides adhering to the prescribed Corporate Governance practices as per
Regulation 15(2) of SEBI (LODR) Regulations, 2015, the Company also endeavors to share
information with its stakeholders openly and transparently on matters which have a bearing
on its economic and reputational interest.
The Corporate Governance Report of the Company is annexed to this report as Annexure-C'.
Risk Management Policy
Company has implemented proper risk management policy including identification therein
of element of risk.
Code of Conduct
The chairman of the Board Meetings has given a declaration that all Directors and
senior Management Personnel concerned affirmed compliance with the code of conduct with
reference to the year ended March, 31 2024.
Corporate Social Responsibility
Even though the provisions of Companies Act, 2013 regarding Corporate Social
Responsibility are not attracted to the Company yet the Company has been, over the years,
pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which
goes much beyond mere philanthropic gestures and integrates interest, welfare and
aspirations of the community with those of the company itself in an environment
partnership for inclusive development.
Compliance with the provisions of Secretarial Standards
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
Disclosures Pertaining to the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition And Redressal) Act, 2013
The Company is committed towards promoting the work environment that ensures every
employee is treated with dignity and respect and afforded equitable treatment irrespective
of their gender, race, social class, caste, creed, religion, place of origin, sexual
orientation, disability or economic status. Pursuant to the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the
Company has adopted a Policy on prevention of sexual harassment at workplace
(POSH Policy'). Periodic sessions were also conducted to apprise employees, Internal
Complaint Committee and build awareness on the subject matter. Our key focus is to create
a safe, respectful and inclusive workplace which fosters professional growth for each
employee.
During the financial year under review, there were no complaints received pursuant to
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.
Disclosure Under the Insolvency and Bankruptcy Code, 2016
During the financial year under review, there was no application made by the Company of
any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.
Director's Responsibility statement
Pursuant to Section 134(3)(c) of the Act, the Directors to the best of their knowledge
hereby state and confirm that :-
1. In the preparation of the Annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
2. The Directors 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 the Company at the end of the financial year and of
the profit or loss of the Company for that period;
3. The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
4. The Directors have prepared the annual accounts on a going concern basis;
5. The Directors, has laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
6. The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
Acknowledgement
Your Directors wish to place on record and acknowledge their appreciation for the
continued support and cooperation received from Government agencies and the shareholders.
Your Directors also record their appreciation for the total dedication of employees at all
levels.