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Zee Media Corporation Ltd.

BSE: 532794 Sector: Media
NSE: ZEEMEDIA ISIN Code: INE966H01019
BSE 00:00 | 24 Apr 2020 Zee Media Corporation Ltd
NSE 05:30 | 01 Jan 1970 Zee Media Corporation Ltd

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OPEN 5.50
PREVIOUS CLOSE 5.43
VOLUME 131281
52-Week high 15.80
52-Week low 2.89
P/E 8.01
Mkt Cap.(Rs cr) 264
Buy Price 5.50
Buy Qty 31.00
Sell Price 5.65
Sell Qty 4173.00
OPEN 5.50
CLOSE 5.43
VOLUME 131281
52-Week high 15.80
52-Week low 2.89
P/E 8.01
Mkt Cap.(Rs cr) 264
Buy Price 5.50
Buy Qty 31.00
Sell Price 5.65
Sell Qty 4173.00

Zee Media Corporation Ltd. (ZEEMEDIA) - Director Report


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Company director report

To the Members

Your Directors take pleasure in presenting the 20th Annual Report of yourCompany together with Audited Financial Statements for the year ended March 31 2019prepared as per Indian Accounting Standards prescribed under Section 133 of the CompaniesAct 2013.

1. FINANCIAL HIGHLIGHTS

The financial performance of your Company for the year ended March 31 2019 issummarized below:

(Rs. in million)

Particulars Standalone - Year ended Consolidated - Year ended
March 31 2019 March 31 2018 March 31 2019 March 31 2018
Total revenue 6187.40 5240.02 6985.82 5823.61
Total expenses 5442.45 4651.58 5866.85 4990.72
Profit before Tax Share of Profit / (Loss) of Associates & Exceptional Items 744.95 588.44 1118.97 832.89
Exceptional Items (1033.46) - (621.32) -
Share of Profit / (Loss) of Associates - - (5.59) (45.81)
Profit / (Loss) before Tax (288.51) 588.44 492.06 787.08
Tax Expenses (Net) (264.24) (182.19) (360.32) (297.11)
Profit /(Loss) after Tax from Continuing Operations (552.75) 406.25 131.74 489.97

There have been no material changes and commitments that have occurred after close ofthe financial year till the date of this report which affects the financial position ofthe Company. Based on internal financial control framework and compliance systemsestablished in the Company and verified by the external professional firms and statutoryauditor and reviews performed by the management and/or the Audit Committee of the Boardyour Board is of opinion that Company's internal financial controls were adequate andeffective during the financial year 2018-19.

2. DIVIDEND

With a view to conserve the resources for future business requirements and expansionplans and in view of losses in standalone financials during the year your Board has notrecommended dividend for the year under review.

3. REVIEW OF OPERATIONS

In 2018-19 the Indian economy recovered and stabilized from the twin impacts ofdemonetization and GST reforms during the past two years and maintained its position asthe fastest growing major economy in the world with a further promise of growth of 7.5% in2019-20.

The stability of economy led to increase in growth rate of Media & Entertainmentindustry especially advertising revenues. The television media industry grew by 12%making it a Rs. 740 Billion industry in 2018 from Rs. 660 Billion in 2017. Broadcastadvertisement revenues grew by 14% to Rs. 305 Billion in 2018 from Rs. 267 Billion in2017 while broadcast subscription revenues registered 11% growth to Rs. 110 Billion in2018 from Rs. 99 Billion in 2017. The News genre where your Company operates continuesto contribute disproportionately high advertising revenues compared to its 7% share intelevision viewership.

Your Company continues to be one of the largest news networks in the country touchingmore than 345 Million viewers through its 14 News Channels in 8 different languages andreaching more than 422 Million users through digital channels.

Zee News the flagship channel of your Company and a pioneer in news broadcastingemerged as the channel with maximum average time spent per viewer during the year andreached over 208 Million viewers across India in 4th Quarter of FY19. ZeeBusiness India's 1st 24-hour Hindi business channel reached more than 18.1Million viewers. Zee Hindustan your Company's 2nd national news channel andIndia's 1st anchorless channel reached more than 161 Million viewers. WIONthe 1st Global

English news channel emanating out of India reached more than 7 Million viewers acrossIndia.

Zee Punjab Haryana Himachal dominated the region's news market on the back of highlyengaging content. Zee Madhya Pradesh Chhattisgarh also continued to lead the pack in itsrespective market. Zee Bihar Jharkhand maintained its leadership position in the regionand reached more than 21.6 Million viewers across India. Zee 24 Taas your Company'sMarathi offering reached more than 37 Million viewers across India. 24 Ghanta yourCompany's Bengali news offering was rechristened Zee 24 Ghanta post the acquisition ofremaining stake in Zee Akaash News Private Limited. The channel reached more than 30Million viewers across India. Zee Rajasthan reached over 34 Million viewers across India.Zee Odisha erstwhile Zee Kalinga News reached more than 12.5 Million viewers acrossIndia.

Your Company's latest offerings too created a deep impact in their respective markets.Zee Salaam your Company's Urdu offering reached 13.7 Million viewers. Zee 24 Kalak yourCompany's Gujarati offering received 9.9 million viewers. Zee Uttar Pradesh Uttarakhandcatering to the largest geography in India reached more than 7.9 million viewers.

During the year your Company further strengthened its digital portfolio including fivenew language sites under www.zeenews.com that were launched during the previous year. Thesite registered year on year increase of 6% in visitors and 23% in page views. The websiteattracted over 390 Million visitors with 2.9 Billion page views in FY 2018-19 compared to360 Million visitors and 2.4 Billion page views in the previous year. The regional arms ofthe website put up a phenomenal performance with visitors on Hindi and Bengali websitesgrowing by 59% and 39% respectively and page views growing by 31% and 10% respectively.Zeebiz.com your network's digital business news offering witnessed exponential growthand registered 4.5x growth in visitors to 69 million and 5.8x growth in page views to 203million. Wionews. com your network's Global English news platform received 5.4 millionusers and 27 million page views.

During FY 19 the Consolidated operations witnessed growth of 19.8% in operatingrevenue (Rs. 6869.18 Million as against Rs. 5734.83 Million in FY 18) and 30.6% inEBITDA (Rs. 1736.37 Million as against Rs. 1329.55 Million in FY 18) and the Standaloneoperations registered growth of 19% in operating revenue (Rs. 6071.11 Million as againstRs. 5101.77 Million in FY 18) and 24.7% in EBITDA (Rs. 1279.11 Million as against Rs.1025.38 Million in FY 18). However in view of an Exceptional Item towards provision ofRs. 1033.46 Million in the standalone financials towards impairment loss in the value ofinvestment in Preference Shares of Diligent Media Corporation Limited your Company onstandalone basis reported Net Loss (before tax) of Rs. 288.51 Million.

4. CREDIT RATING

During the year under review based on Company's request and no-objection issued by thelender ICRA Ltd in December 2018 withdrew rating of ICRA A for long term Bank facilitiesand of ICRA A2+ for short term Bank facilities of the Company. Thereafter the Companyobtained the Credit rating from CARE Limited which had in January 2019 assigned ‘CAREA with Stable Outlook' for long term Bank facilities and ‘CARE A1' for short termbank facilities. In February 2019 the outlook on the rating was revised by CARE to‘CARE A / A1 - Credit watch with negative implications' due to reduced financialflexibility of the Promoters as an after effect of decline in market capitalisation oflisted entities of Essel Group.

5. EMPLOYEES STOCK OPTION SCHEME

The Employee Stock Option Scheme approved by the Members at the Annual General Meetingheld on August 18 2009 has not been implemented and no Stock Options were granted underthe said ESOP Scheme till date. In view of this particulars as required under Regulation14 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations2014 are not provided.

6. SUBSIDIARIES & ASSOCIATES

As at March 31 2019 your Company had 1 (one) Subsidiary viz. Zee Akaash News PrivateLimited (2 as on March 31 2018) and 2 (two) Associate entities viz. Today MerchandisePrivate Limited and Today Retail Network Private Limited (2 as on March 31 2018).

During the year under review your Company:

- Acquired balance 40% equity stake in Zee Akaash News Private Limited (ZANPL) fromM/s. Sky B (Bangla) Private Limited and consequent to such acquisition ZANPL became whollyowned subsidiary with effect from June 1 2018; and

- Sold 100% equity stake in Ez-Mall Online Limited (‘Ez-Mall') to a related partyand consequently Ez-Mall ceased to be Subsidiary on and from June 30 2018. The Companyhowever retained non-equity investment comprising of Non-Convertible Debentures ofEz-Mall.

Apart from the above no other Subsidiary/Associate was established or divested duringFY 2018-19. In compliance with Section 129 of the Companies Act 2013 a statementcontaining requisite details including financial highlights of the operations of theSubsidiary and Associate entities is annexed to this report as Annexure A.

Further as per Section 136 of the Companies Act 2013 the Audited financial statementsincluding the consolidated financial statements and related information of the Company andaudited accounts of the Subsidiary are available on the website of the Companywww.zeenews.com. These documents will also be available for inspection during businesshours on all working days (except Saturday) at the Registered Office of the Company.

7. CORPORATE GOVERNANCE & POLICIES

Your Company is in strict compliance with the Corporate Governance requirementsmentioned under Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (‘Listing Regulations') and applicable provisions ofCompanies Act 2013. Additionally your company has complied with the requirements ofapplicable Secretarial Standards issued by the Institute of Company Secretaries of India.

A Report on Corporate Governance as stipulated under the Listing Regulations as also aManagement Discussion and Analysis Report forms part of the Annual Report. Certificatefrom the Statutory Auditors of the Company M/s Ford Rhodes Parks & Co. LLPChartered Accountants confirming compliance with the provisions of Corporate Governanceas stipulated in the Listing Regulations is annexed to the said Corporate GovernanceReport.

Incompliance with the requirements of the Companies Act 2013 and Listing Regulationsyour Board had approved various Codes and Policies including Code of Conduct for Directors& Senior Management; Policy for determining Material Events; Policy for Preservationof Documents and Archival of Records; Policy for Determination of Material Subsidiary;Related Party Transaction Policy; Whistle Blower and Vigil Mechanism Policy; CorporateSocial Responsibility Policy; and Remuneration Policy. Further in accordance with SEBI(Prohibition of Insider Trading) Regulations 2015 your Board had approved andimplemented Insider Trading Code and Policy on Fair Disclosure of Unpublished PriceSensitive Information. All these Codes and Policies along with the terms and conditions ofappointment of Independent Directors and brief on Directors Familiarization Programs canbe viewed on Company's website at www.zeenews.com. In line with the amendment to SEBI(Prohibition of Insider Trading) Regulations 2015 Company's Insider Trading Code and thePolicy on Fair Disclosure of Unpublished Price Sensitive Information were revised witheffect from April 1 2019.

The Nomination and Remuneration Committee of your Board has fixed criteria fornominating a person on the Board which inter alia include desired size andcomposition of the Board age limit qualification/ experience areas of expertise andindependence of individual. In line with this the Committee had approved in-principle thatthe initial term of an Independent Director shall not exceed 3 years.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL

As at close of March 31 2019 your Board comprised of 7 (seven) Directors including 4(four) Independent Directors 2 (two) Non-Executive Directors and 1 (one) ExecutiveDirector. Independent Directors provide declarations both at the time of appointment andannually confirming that they meet the criteria of independence as prescribed underCompanies Act 2013 and Listing Regulations. During FY 19 your Board met 6 (six) timesdetails of which forms part of the Corporate Governance Report.

During the year under review:

(a) Mr. Jagdish Chandra resigned as Executive Director of the Company with effect fromApril 14 2018;

(b) Mr. Ashok Venkatramani joined as Managing Director and Key Managerial Personnel inthe category of CEO of the Company with effect from July 1 2018;

(c) Mrs. Kanta Devi Allria resigned as an Independent Director with effect fromDecember 14 2018 due to her increased involvement and pre-occupation in political andsocial activities;

(d) Mr. Punit Goenka was appointed as an Additional Director in the category ofNon-Executive Director with effect from January 24 2019;

(e) Mr. Vishwapati Trivedi who was appointed as an Additional Director in the categoryof Independent Director with effect from January 24 2019 resigned shortly thereafterwith effect from January 27 2019 citing his inability to contribute as Director in theturbulent times as evidenced by unprecedented fall in share value of Essel group entities(including the Company) on January 25 2019;

(f) Mr. Rajiv Singh Executive Director & Chief Operating Officer of the Companyresigned as Director with effect from January 31 2019 and was relieved from the servicesof the Company with effect from February 28 2019;

(g) Mr. Raj Kumar Gupta was appointed as an Additional Director in the category ofIndependent Director with effect from March 30 2019;

(h) Mr. Arun Kumar Kapoor was appointed as an Additional Director in the category ofNon-Executive Director with effect from March 30 2019; and

(i) Mr. Surjit Banga whose age exceeded 75 years resigned as an Independent Directorof the Company with effect from the close of business on March 31 2019 in line with theintent of Regulation 17(1A) of Listing Regulations as amended with effect from April 12019.

Your Board places on record their appreciation for contributions of Mrs. Kanta DeviAllria Mr. Rajiv Singh and Mr. Surjit Banga as Directors. Further consequent toresignation of Mr. Surjit Banga Mr. Punit Goenka was nominated as Non-Executive Chairmanof the Board with effect from March 29 2019. As per Section 161 of the Companies Act2013 Mr. Punit Goenka Mr. Raj Kumar Gupta and Mr. Arun Kumar Kapoor shall hold theoffice as Directors of the Company till ensuing Annual General Meeting. Your Company hasreceived notice from Member(s) proposing their appointment and requisite proposals seekingyour approval for the appointment of these Directors forms part of the Notice of ensuingAnnual General Meeting. Your Board recommends these proposals for approval ofShareholders.

As per Section 152 of the Companies Act 2013 Mr. Ashok Venkatramani retires byrotation at the ensuing Annual General Meeting and being eligible has offered himself forre-appointment. The re-appointment of Mr. Ashok Venkatramani at the ensuing Annual GeneralMeeting as a Director retiring by rotation would not constitute break in his appointmentas Managing Director of the Company. Your Board recommends his re-appointment.

As at March 31 2019 Mr. Ashok Venkatramani Managing Director Mr. Sumit KapoorChief Financial Officer and Mr. Pushpal Sanghavi Company Secretary were the nominated KeyManagerial Personnel (KMP) of the Company in compliance with the requirements of Section203 of the Companies Act 2013. During the year under review Mr. Rajiv Singh ExecutiveDirector & COO resigned as KMP in the category of CEO with effect from January 312019.

9. BOARD EVALUATION

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

10. BOARD COMMITTEES

In compliance with the requirements of Companies Act 2013 and Listing Regulationsyour Board had constituted various Board Committees including Audit Committee Nomination& Remuneration Committee Stakeholders Relationship Committee and Corporate SocialResponsibility Committee. Details of constitution of these Committees which are inaccordance with regulatory requirements have been uploaded on the website of the Company.Further the details of scope constitution number of meetings of the Committee heldduring Financial year ended on March 31 2019 along with the details of attendance ofCommittee Members therein form part of the Corporate Governance Report.

11. CORPORATE SOCIAL RESPONSIBLITY (CSR)

CSR at Zee Media is all about creating sustainable programs that actively contribute toand support the social and economic development of the society. Accordingly as unifiedapproach towards CSR at Essel group level your Company continues to route all its CSRspend through Subhash Chandra Foundation (Foundation) an Essel group entity registeredunder Section 8 of the Companies Act 2013. The CSR projects are identified andrecommended by the Foundation for consideration by CSR Committee and upon approval thefunds are remitted by those entities to the Foundation for utilization towards approvedCSR Projects. The Foundation monitors utilization of CSR funds does impact assessment andprovides periodical report for review by the CSR Committee of the Board of Directors ofthe Company.

While the Company has been regular in utilizing its entire CSR budget since FY 15 theCSR budget of Rs. 9.48 Million for the financial year ended on March 31 2019 could not beutilized due to non-availability of suitable CSR Projects. However as part of theday-today business operations the Television Channels of the Company have been organizingvarious programs/events targeted towards issues of relevance to the Society as a wholethese includes Ananya Sanman a flagship annual event targeted to felicitate & givecash awards to major contributors of the Society programs/ events targeted to createawareness of Constitutional Rights and Duties including Right to Vote (consideringelections); support Swatch Bharat Abhiyaan; support Medium Small and Micro Enterprisesetc. Additionally in view of unprecedented floods in Kerala your Company and itsemployees had equally and jointly contributed towards donation to Chief Minister DistressRelief Fund.

An Annual Report on CSR activities during Financial Year 2018-19 in compliance with therequirements of Companies Act 2013 is annexed to this report as Annexure B.

12. AUDITORS

Statutory Audit: At the 18th Annual General Meeting held on August 92017 Members had approved appointment of M/s. Ford Rhodes Parks & Co LLP CharteredAccountants having Firm Registration No. 102860W/ W100089 as Statutory Auditors of theCompany to hold such office until the conclusion of 23rd Annual General Meetingto be held in the year 2022 subject to ratification by the Members every year. Pursuantto an amendment to Section 139 of the Companies Act 2013 effective May 7 2018ratification of the appointment of Statutory Auditors by the Shareholders every year is nolonger required and accordingly the Notice of ensuing Annual General Meeting does notinclude the proposal for seeking Shareholders approval for ratification of StatutoryAuditors appointment. The Company has received certificate of eligibility from M/s FordRhodes Parks & Co. LLP in accordance with the provisions of the Companies Act 2013read with rules thereunder and a confirmation that they continue to hold valid Peer ReviewCertificate as required under Listing Regulations.

The report of the Statutory Auditors to the Members forming part of this Annual reportdoes not contain any qualification reservation or adverse remarks. During FY 19 theStatutory Auditors had not reported any matter under Section 143(12) of the Companies Act2013 and therefore no disclosures are required pursuant to Section 134(3) (ca) of theCompanies Act 2013.

Secretarial Audit: In terms of Section 204 of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit for the financial year ended March 31 2019 was carried out by Mr.Satish K Shah Practicing Company Secretary (holding ICSI Certificate of Practice No.3142). Copy of the Secretarial Audit report inter alia confirming compliance withapplicable regulatory requirements by the Company during FY 19 is annexed to this report.Additionally in compliance with the requirements of Listing Regulations as amended witheffect from April 1 2019 the Secretarial Auditor had also provided Annual SecretarialCompliance Report for financial year ended on March 31 2019 and the same was filed withthe Stock Exchanges.

Cost Audit: In compliance with the requirements of Section 148 of the CompaniesAct 2013 read with Companies (Cost Records and Audit) Rules 2014 M/s. Chandra Wadhwa& Co. Cost Accountants (Firm Registration No. 00239) were engaged to carry out Auditof Cost Records of the Company for Financial Year 2018-19 a proposal seeking ratificationfrom the Shareholders for remuneration of the Cost Auditors for Financial year ended March31 2019 in compliance with the requirements of Section 148 of the Companies Act 2013forms part of the Notice of ensuing Annual General Meeting.

13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

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

Conservation of Energy: Your Company being a service provider requires minimalenergy consumption and every endeavor has been made to ensure optimal use of energy avoidwastages and conserve energy as far as possible in all the offices studios and newsbureaus of the Company across the country.

Technology Absorption: In its endeavor to deliver the best to its viewers andbusiness partners your Company has been constantly active in harnessing and tapping thelatest and best technology in the industry. Company's Studios broadcasting facilities andnews collection and dissemination processes use best in-class technology.

Foreign Exchange Earnings and Outgo: During the year under review your Company hadforeign exchange earnings of Rs. 97.32 Million and outgo of Rs. 215.35 Million.

14. PARTICULARS OF EMPLOYEES

Your Company had 1847 employees as at March 31 2019. The information required underthe 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 thestatement showing names and other particulars of top 10 employees including employeesdrawing remuneration in excess of the limits prescribed under the said rules is annexed tothis report as Annexure C.

15. DISCLOSURES

i. Particulars of loans guarantees and investments: Particulars of loans guaranteesand investments made by the Company as required under Section 186(4) of the Companies Act2013 are given in Note No. 38 to the Standalone Financial Statements.

ii. Transactions with Related Parties: All contracts/ arrangements/transactions enteredby the Company during the financial year with related parties were on arm's length basisin the ordinary course of business and in compliance with applicable provisions of theCompanies Act 2013 and Listing Regulations. During FY 2018-19 there were no materiallysignificant related party transaction by the Company with the Promoters Directors KeyManagerial Personnel and other designated persons which may have a potential conflict withthe interest of the Company.

All related party transactions specifying the nature value and terms of thetransactions including the arms-length justification are placed before the AuditCommittee for its approval and statement of all related party transactions carried out isplaced before the Audit Committee for its review on quarterly basis. During the year underreview apart from the material related party transaction by the Company with ZeeEntertainment Enterprises Limited a related party as per Indian Accounting

Standard as approved by the Shareholders there have been no materially significantrelated party transactions.

During the year under review there have been no materially significant transactionsprescribed under Section 188(1) with related parties as defined under Section 2(76) of theCompanies Act 2013 (Act) and accordingly the information as prescribed under Section134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 in FormAOC-2 are not provided.

iii. Risk Management: Your Company has defined operational processes to ensure thatrisks are identified and the operating management is responsible for reviewingidentifying and implementing mitigation plans for operational and process risk. Keystrategic and business risks are identified reviewed and managed by senior managementteam. The Risks That Matter (RTM) and their mitigation plans are updated and reviewedperiodically by the Audit Committee and integrated in the Business plan for each year.

iv. Internal Financial Controls and their adequacy: Your Company has adequate internalfinancial controls and processes for orderly and efficient conduct of the businessincluding safeguarding of assets prevention and detection of frauds and errors ensuringaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information. The Audit Committee evaluates the internal financial control systemperiodically and at the end of each financial year.

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

During the financial year ended on March 31 2018 the Company had in compliance withthe regulatory requirement transferred 139889 Unclaimed Equity Shares of Rs. 1 each tothe beneficiary account of Investor Education and Protection Fund Authority (‘IEPF').The claims received in connection with such Unclaimed Shares / Dividend transferred toIEPF are processed and forwarded to IEPF from time to time and as at March 31 2019 IEPFholds 138875 Unclaimed Equity Shares of the Company.

The Unclaimed Equity Shares along with past Unclaimed Dividend transferred to IEPF canbe claimed by the Shareholders from IEPF authority after following process prescribed inIEPF Rules.

vi. Annual Return: In accordance with recent amendments to the Companies Act 2013(Act) Annual Return of the Company for Financial Year ended March 31 2019 as requiredunder Section 92 of the Act will be available on the website of the Companywww.zeenews.com.

vii. Sexual Harassment: Your Company has zero tolerance towards sexual harassment atworkplace and has adopted a Policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.Additionally your Company has constituted Internal Complaints Committee functioning atvarious locations to redress complaints regarding sexual harassment. There was nocomplaint on sexual harassment during the year under review.

viii. Regulatory Orders: No significant or material orders were passed by theregulators or courts or tribunals which impact the going concern status and Company'soperations in future.

16. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act 2013 in relationto the Annual Financial Statements for the Financial Year 2018-2019 your Directorsconfirm that:

a) The Financial Statements of the Company comprising of the Balance Sheet as at March31 2019 and the Statement of Profit & Loss for the year ended on that date have beenprepared on a going concern basis;

b) In the preparation of these Financial Statements the applicable accountingstandards had been followed and there are no material departures; c) Accounting policiesselected were applied consistently and the judgments and estimates related to thefinancial statements have been made on a prudent and reasonable basis so as to give atrue and fair view of the state of affairs of the Company as at March 31 2019 and ofthe Loss of the Company on standalone basis for the year ended on that date;

d) Proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordancewiththeprovisionsoftheActtosafeguard the assets of the Company andfor preventing and detecting fraud and other irregularities;

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

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board
Punit Goenka
Non-Executive Chairman
Ashok Venkatramani
Managing Director
Place: Mumbai
Date: May 14 2019


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