Mar 31, 2023
DIRECTORS'' REPORT
TO THE MEMBERS
Dear Members,
Your directors have pleasure in presenting their 40thAnnual Report together with the Audited Accounts of
the Company for the Year ended March 31, 2023.
Particulars |
Year ended 31st |
Year ended 31st |
Total Revenue |
7.88 |
20.27 |
Profit/(Loss) before taxation |
(17.91) |
(16.79) |
Add/Less: Tax Expense |
0.33 |
0.37 |
Profit/(Loss) after tax |
(18.24) |
(17.17) |
The Company recorded a turnover of Rs. 7.88 Lacs during the year under review as against 20.27 Lacs in
the previous year. The net loss after tax is Rs.18.24 lacs as against a loss of Rs. 17.17 lacs in the previous
year.
Esha Media Research Limited, is developing various other verticals to increase revenue and the presence
in this sector, Media research as per the clientsâ keywords have been well accepted in the industry, giving
credibility to your companyâs research. The research is done project based, weekly, fortnightly or
monthly basis. These reports give an insider view on the behavior trend of the media for the respective
keywords. (Company, brand, issues, competition, etc.)
In view of losses, your directors regret their inability to recommend any dividend on the Paid-up Share
Capital of the Company for the period ended 31st March 2023.
Your directors do not propose any amount to be transferred to the Reserves for the year ended 31st March
2023.
The requirement to annex the extract of annual return in Form MGT 9 is omitted vide the Companies
(Amendment) Act, 2017 read with the Companies (Management and Administration) Amendment Rules,
2021 effective from 05th March, 2021. As per Section 92 of the Companies Act, 2013 the copy of annual
return of the company has been placed on the website of the company and can be accessed at
www.eshamedia.com.
Your Directors reaffirm their commitment to good corporate governance practices, Since the paid up
equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore,
as on the last day of the previous financial year, the requirement of corporate governance provisions
specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D
and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is not applicable to the Company and hence, the Report on corporate
Governance is not applicable to the company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Managementâs Discussion and Analysis Report for the year under review, as stipulated under Regulation
34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is set out in this Annual Report.
PARTICULARS OF THE COMPANYâS SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANY:
Company does not have any Subsidiaries, Joint Ventures or Associate Companies.
Your Company has not accepted any deposits within the meaning of Section 73 of the companies Act,
2013 and the Companies (Acceptance of Deposits) Rules, 2014.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
As a part of the effort to evaluate the effectiveness of the internal control systems, your Companyâs
internal audit system reviews all the control measures on periodic basis and recommends improvements,
wherever appropriate. The Company has in place adequate internal financial control systems and
procedures commensurate with the size and nature of its business. These systems and procedures provide
reasonable assurance of maintenance of proper accounting records, reliability of financial information,
protections of resources and safeguarding of assets against unauthorized use. The management regularly
reviews the internal control systems and procedures.
CORPORATE SOCIAL RESPONSIBILITY:
The Board of your Company has voluntarily constituted a CSR Committee. As on 31st March, 2023, the
Committee comprises three Directors. Your Company has also adopted a CSR Policy.
Due to insufficient profits, Corporate Social Responsibility is not applicable to the Company for Financial
Year 2022-2023.
DIRECTORâS RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:
i) In the preparation of the annual accounts, the applicable accounting standards have been followed.
ii) The directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 the year under review.
iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts on a going concern basis.
v) The directors had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively.
vi) The directors had devised proper system to ensure compliance with the provisions of all applicable
laws and that such system was adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Independent Director:
Pursuant to the provisions of the section 149 of the Companies Act, 2013, the following Non-Executive
Directors are appointed as Independent Directors:-
Sr. No. |
Name of the Director |
Date of Appointment |
1. |
Mr. Shishir Dileep Joshi |
28/03/2013 |
2. |
Mr. Chetan Tendulkar |
12/10/2017 |
Women Director:
In terms of the provision of Section 149 of the Companies Act, 2013 and Regulation 17 (1) of SEBI
(LODR) Regulation, 2015 a listed company shall have at least one women director on the board of the
company. Your Company has appointed Ms. Shilpa Pawar as the Whole Time Woman Director on the
Board w.e.f. 19/06/2019.
Key Managerial Personnel:
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of
the company are as follows:
Sr. No. |
Name |
Designation |
1. |
Ms. Shilpa Vinod Pawar |
Whole Time Director |
2. |
Ms. Jyotii Babar |
CFO |
3. |
Mr. Pinkesh Kumar Jain |
Company Secretary |
Appointment / Resignation of Directors & KMP:
There was no appointment or resignation of Directors & KMP during the period under review. Further the
Board of Director of the Company at its meeting held on August 14, 2023, based on the recommendation
of Nomination and Remuneration Committee, approved the appointment of Mr. Raman Seshadri Iyer as
Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company with effect from
August 14, 2023 in place of Ms. Jyotii Mahadev Babar, who has opted to step down from the CFO
designation from the Company. The Board placed on record their appreciation for the valuable services
rendered by Ms. Jyotii Mahadev Babar.
In accordance with the provision of section 152(6) and article the Articles of Association of Company, no
director is liable to retire by rotation at the ensuing Annual General Meeting of the Company.
COMMITTEES OF THE BOARD:
The committee of the Board is comprised as follows:
Audit Committee:
NAME |
Designation |
Chairman/Member |
Mr. Shishir Joshi |
Non-executive, Independent Director |
Chairman |
Mr. Chetan |
Non-executive, Independent Director |
Member |
Ms. Shilpa Pawar |
Executive Director |
Member |
Nomination and Remuneration Committee
Name |
Designation |
Chairman/Member |
Mr. Chetan |
Non-executive, Independent Director |
Chairman |
Mr. Shishir Joshi |
Non-executive, Independent Director |
Member |
Ms. Shilpa Pawar |
Executive Director |
Member |
Stakeholdersâ Relationship Committee
Name |
Designation |
Chairman/Member |
Mr. Chetan Tendulkar |
Non-executive, Independent Director |
Chairman |
Ms. Shilpa Pawar |
Executive Director |
Member |
Mr. Shishir Joshi |
Non-executive, Independent Director |
Member |
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent Directors of the Company have submitted the declaration of Independence as required
under Section 149(7) of the Companies Act, confirming that they meet the criteria of independence under
Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may
affect their status as independent director during the year.
BOARD EVALUATION:
Pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by SEBI
Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its
Committees and individual Directors; the Company has devised criteria for performance evaluation of
Independent Directors, Board/Committees, and other individual Directors which includes criteria for
performance evaluation of Non-Executive Directors and Executive Directors. Performance evaluation has
been carried out as per the Evaluation Policy of the Board and its Directors adopted by the Board.
The Nomination and Remuneration Committee has evaluated the performance of the Board of Directors
as a whole and the Independent Directors on the basis of the criteria such as the contribution of the
individual director to the board and committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings, etc.
In a separate meeting of independent directors held on 13th February, 2023, performance of non¬
independent directors, performance of the board as a whole and performance of the chairman was
evaluated taking into account the views of executive directors and non-executive directors. At the Board
Meeting held subsequent to the Independent Directors meeting evaluation of the Independent Directors
and the performance of the Board as whole and its committees and individual directors was discussed.
The Directors expressed their satisfaction with the evaluation process conducted in the manner prescribed
in the evaluation policy.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The details of the programmed for familiarization of the Independent Directors with the Company in
respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company
operates, business model of the Company and related matters are put up on the website of the Company.
REMUNERATION POLICY:
The company covered under provision of Section 178(1) of the companies Act 2013 and as per the
requirement The Board has, on the recommendation of the Appointment & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their remuneration
including criteria for determining qualifications and independence of Director.
MEETINGS OF THE BOARD:
During the year 06 Board Meetings and 4 Audit Committee Meetings, 01 Nomination Remuneration
Committee and 01 Stakeholder Relationship Committee and Independent Director Committee were
convened and held. The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
SHARE CAPITAL:
During the Financial Year 2022-23, there was no change in the share capital of the Company either by
way through Private Placement/Preferential allotment/Rights issue /Employee Stock Option Scheme of
the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees covered under the provisions of section 186 of the
Companies Act
RELATED PARTY TRANSACTION:
All transactions entered into during the year with Related Parties as defined under Section 188 read with
Rule 15 of Companies (Meetings of Board and its powers) Rules, 2014 of the Companies Act 2013 and
Rule 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, were in the
ordinary course of business and on an armâs length basis. During the year, the Company had not entered
into any transaction referred to in Section 188 of the Companies Act, with related parties which could be
considered material under the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the
Companies Act 2013 in Form AOC-2 is annexed herewith as Annexure-1 to this report. Attention of
Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts
forming part of the Standalone financial statements. As required under Rule 23 (1) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:
There are no material changes affecting the financial position of the Company subsequent to the close of
the Fiscal 2023 till the date of this report.
SIGNIFICANT AND MATERIAL ORDERS:
There have been no significant and material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and Companyâs operations in future.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:A] Conservation of Energy, Technology Absorption:
Your Company is not a power intensive company even though the Company has taken all measures to
conserve the energy. Your Company is not using any foreign technology.
B] Foreign Exchange Earning and Outgo:
The Foreign Exchange Earning and Outgo were NIL during the year.
The Company has a Vigil Mechanism Policy to deal with instance of fraud and mismanagement, if any.
In staying true to our values of Strength, Performance and Passion and in line with our vision of being
one of the most respected companies in India, the Company is committed to the high standards of
Corporate Governance and stakeholder responsibility.
The Vigil mechanism Policy ensures that strict confidentiality is maintained whilst dealing with concerns
and also that no discrimination will be meted out to any person for a genuinely raised concern.
A high-level Committee has been constituted which looks into the complaints raised. The Committee
reports to the Audit Committee and the Board; the Policy of vigil mechanism is available on the
Companyâs website.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:
No case of sexual harassment was reported during the year.
During the year under review, your Company enjoyed cordial relationship with employees at all levels.
AUDITORS:
Pursuant to the provisions of Section 139 of Companies Act, 2013 and the rules framed thereunder, M/s.
N S V R & Associates LLP, Chartered Accountants, were appointed as statutory auditors of the Company
to hold office till the conclusion of the Annual General Meeting to be held in the year 2025.
Pursuant to 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 Nishant Jawasa &
Associates, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The
Secretarial Audit report is annexed herewith as Annexure - II to this report.
EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:A] By the Auditor in his report:
The observation made in the Auditors'' Report read together with relevant notes thereon are self¬
explanatory and hence, do not call for any further comments under Section 134 of the Companies Act,
2013.
B] By the Secretarial Auditor in his report:
As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial
audit report. Several observations have been made in the report and your directors regret their inability to
confirm with the pursuant compliances.
Your directors assure you that it shall endeavor to comply with the applicable regulations both in letter
and spirit in the future.
During the year, the company has developed and implemented Risk Management Policy consistent with
the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 to identify the elements of risk which may threaten the existence of the Company and possible
solutions to mitigate the risk involved.
At present the company has not identified any element of risk which may threaten the existence of the
company.
During the year under review there was no change in the nature of doing business of company.
PARTICULARS OF EMPLOYEES:
(A) There were no employees drawing salary exceeding the limits prescribed under Section 197 of the
Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
(B) The ratio of the remuneration of each director to the median employeeâs remuneration and other
details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming
part of this report as Annexure - III.
The Company has complied with the Secretarial Standards issued by The Institute of Company
Secretaries of India on Meetings of the Board of Directors and General Meetings.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG
WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
There are no applications made or any proceeding pending against the Company under Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the financial year.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN
FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF:
There are no instances of one-time settlement during the financial year.
The Directors wish to convey their appreciation to all of the Companyâs employees for their enormous
personal efforts as well as their collective contribution to the Companyâs performance and the directors
would also like to thanks to the Members of the Company, Bankers, State Government, Local Bodies,
Customers, Suppliers, Executives, for their continuous cooperation and assistance to the company.
For and on behalf of the Board of Directors
Sd/-
PLACE: Mumbai (Shilpa Pawar)
DATE: 04/12/2023 Chairperson
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their 32nd Annual Report
together with the Audited Accounts of the Company for the Year ended
March 31,2015.
FINANCIAL RESULTS FOR THE YEAR ENDED 31ST MARCH 2015
Particular Year Ended Year Ended
31st March 2015 31st March 2014
Turnover 1103.61 2797.82
Profit/(Loss) Before Taxation 33.21 69.92
Add / Less : Tax Expense 17.45 25.88
Profit / (Loss) After Tax 50.66 44.04
Loss B/F From the Previous Year 247.80 293.53
Add: Other Balance W/Off 0 1.69
Loss C/F to the next Year 197.14 247.80
OPERATIONAL REVIEW
The Company recorded a turnover of 1103.61 lakhs during the year under
review as against 2797.82 lakhs in the previous year and thus,
registering a decline of Rs. 1694.21 lakhs. The net profit after tax is
50.66 Lakhs as against a profit of 44.04 lakhs in the previous year.
Esha Media Research Limited, is developing various other verticals to
increase revenue and the presence in this sector, Media research as per
the clients' keywords have been well accepted in the industry, giving
credibility to your company's research. The research is done project
based, weekly, fortnightly or monthly basis. These reports give an
insider view on the behavior trend of the media for the respective
keywords. (Company, brand, issues, competition, etc.) During the year,
new vertical namely media transcription was launched with success. In
order to understand the sporting events, branding and the media
behavior, your company has also ventured in to sports media research.
The benefits of the same would accrue to the company in the coming
years
DIVIDEND
Your Directors do not recommend any dividend for the year ended 31 st
March 2015 with a view to conserve the resources for future.
TRANSFER TO RESERVES
Your Directors do not propose any amount to be transferred to the
Reserves for the year ended 31 st March 2015.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a separate section titled Report on Corporate Governance has
been included in this Annual Report. Your Directors are pleased to
report that as on 31 March 2015, your Company is in compliance with the
SEBI Guidelines on Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges, annexed to this Directors' Report, provides a more detailed
review of the operating performance.
SUBSIDIARY COMPANIES
The Company does not have any subsidiary.
DEPOSITS
Your Company has not accepted any deposits within the meaning of
Section 73 of the companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
As a part of the effort to evaluate the effectiveness of the internal
control systems, your Company's internal audit system reviews all the
control measures on periodic basis and recommends improvements,
wherever appropriate. The Company has in place adequate internal
control systems and procedures commensurate with the size and nature of
its business. These systems and procedures provide reasonable assurance
of maintenance of proper accounting records, reliability of financial
information, protections of resources and safeguarding of assets
against unauthorized use. The management regularly reviews the internal
control systems and procedures.
CORPORATE SOCIAL RESPONSIBILITY
The Board of your Company has voluntarily constituted a CSR Committee.
As on 31 March 2015, the Committee comprises three Directors. Your
Company has also adopted a CSR Policy.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the directors
would like to state that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed.
ii) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 the year under review.
iii) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts on a going concern
basis.
v) The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
vi) The directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
DIRECTORS:
In accordance with the provision of section 152(6) and article the
Articles of Association of Company Mr. Raghava Raju Penmatsa and Ms.
Jyoti Mahadev Babar will retire by rotation at the ensuing Annual
General Meeting of the Company and being eligible, offer themselves for
re-appointment. The Board recommends their reappointment.
DECLARATION BYINDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent
director under section 149(7) of the Companies Act, 2013 that they meet
the criteria of independence laid down in section 149(6) of the
Companies Act, 2013 and clause 49 of the Listing Agreement.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the working of its Audit, Appointment & Remuneration Committees. The
manner in which the evaluation has been carried out has been explained
in the Corporate Governance Report.
REMUNERATION POLICY
The Board has, on the recommendation of the Appointment & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
MEETINGS
Acalendar of Meetings is prepared and circulated in advance to the
Directors.
During the year five Board Meetings and four Audit Committee Meetings
were convened and held. The 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.
SHARE CAPITAL
During the Financial Year 2014-15, there was no change in the share
capital of the Company either by way through Private
Placement/Preferential allotment/Rights issue /Employee Stock Option
Scheme of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.The details of the
investments made by company is given in the notes to the financial
statements.
RELATED PARTY TRANSACTION
All transactions entered into during the financial year 2014-15 with
Related Parties as defined under Section 188 read with Rule 15 of
Companies (Meetings of Board and its powers) Rules, 2014 of the
Companies Act 2013 and Clause 49 of the Listing Agreement were in the
ordinary course of business and on an arm's length basis. During the
year, the Company had not entered into any transaction referred to in
Section 188 of the Companies Act, with related parties which could be
considered material under the Listing Agreement. Accordingly, the
disclosure of Related Party Transactions as required under Section
134(3) of the Companies Act 2013 in Form AOC-2 is not applicable.
Attention of Members is drawn to the disclosures of transactions with
related parties set out in Notes to Accounts forming part of the
Standalone financial statements. As required under Clause 49(VIII) of
the Listing Agreement, the Company has formulated a Related Party
Transactions Policy which is available on the website of the Company
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as "Annexure 1".
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGAND OUTGO:
At present the company has not identified any element of risk which may
threaten the existence of the company. PARTICULARS OF EMPLOYEES
(A) There were no employees drawing salary exceeding the limits
prescribed under Section 197 of the Companies Act 2013 read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
(B) The ratio of the remuneration of each director to the median
employee's remuneration and other details in terms of sub-section 12 of
Section 197 ofthe Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, are forming part of this report as Annexure-3.
ACKNOWLEDGEMENTS
Your Company and its Directors wish to extend their sincerest thanks to
the Members of the Company, Bankers, State Government, Local Bodies,
Customers, Suppliers, Executives, Staff and employees at all levels for
their continuous cooperation and assistance.
For and on behalf of the Board of Directors
PLACE: HYDERABAD (P Raghava Raju)
DATE : 14th May, 2015 Chairman
Mar 31, 2014
Dear members,
The Directors have pleasure in presenting their 31st Annual Report
together with the Audited Statement of Accounts of the Company for the
year ended 31st March, 2014.
PERFORMANCE OF THE COMPANY:
Amount Rs. in lakhs
2013-14 2012-13
Profit before depreciation
and Tax 530.26 390.39
Less Depreciation 378.39 316.10
Current Tax 0.84 1.09
Deferred Tax 13.10 392.33 27.82 345.01
Profit after tax 137.93 45.38
Add/Less Prior Period
Adjustment 1.69 1.88
Net Profit after tax and
adjustments 139.62 43.50
Loss brought forward 293.53 337.03
Loss carried to balance
sheet 153.92 293.53
The Company recorded a turn over of 2797.88 lakhs during the year under
review as against 2139.56 lakhs in the previous year and thus,
registering a growth of Rs.658.321akhs (30.77%). The net profit after
tax is 137.93 Lakhs as against a profit of 45.38 lakhs in the previous
year.
Esha Media Research Limited, is developing various other verticals to
increase the revenue and the presence in this secto, Media research as
per the clients'' keywords have been well accepted in the industry,
giving credibility to your company''s research. The research is done
project based, weekly, fortnightly or monthly basis. These reports give
an insider view on the behavior trend of the media for the respective
keywords, (company, brand, issues, competition, etc.) During the year,
new vertical namely media transcription was launched with success. In
order to understand the sporting events, branding and the media
behavior, your company has also ventured into sports media research.
The benefits of the same would accrue to the company in the coming
years.
DIVIDEND:
Your Directors do not recommend any dividend for the year ended 31st
March 2014 with a view to conserve the resources for future.
DIRECTORS'' RESPONSIBILITY STATEMENT:
The Board of Directors of the Company confirms:
i) That in the preparation of the annual accounts for the year ended
March 31, 2014, the applicable Accounting Standards read with
requirements set out under Schedule VI to the Companies Act, 1956 have
been followed and there are no material departures from the same;
ii) 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 as at March 31, 2014 and of the profit of the Company
for the year ended on that date
iii) That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
iv) That the Annual accounts have been prepared on a going concern
basis.
DIRECTORS:
In terms of the Articles of Association of the Company, Ms. Sakshi
Samir Parab and Ms. Shilpa Vinod Pawar Directors retire at the ensuing
Annual General Meeting. The Company has received requisite notices in
writing from members proposing Mr. Jahangir Manekshaw Contractor, Mr.
Masanam Chelliah and Mr.Shishir Dileep Joshi for appointment as
Independent Directors.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges. DISCLOSURE PARTICULARS:
There were no employees drawing salary exceeding the limits prescribed
under Section 217(2A) of the Companies Act 1956.
Information pursuant to the provisions of Section 217(l)(e) of the
Companies Act, 1956, read with Companies (Disclosures of Particulars in
the Report of Board of Directors) Rules, 1988 regarding conservation of
energy, technology absorption and foreign exchange earnings and outgo
is given hereunder:
a) Conservation of Energy:
Your Company is not an energy intensive unit, however regular efforts
are made to conserve the energy.
b) Research and Development
The Company continuously makes efforts towards research and
developmental activities whereby it can improve the quality and
productivity of its programmes.
c) Foreign Exchange Earnings and Outgo: - The foreign exchange earnings
and outgo for the company during the year is nil.
The equity shares of the company are listed in Bombay Stock Exchange
Limited and are admitted for dematerialization facility with CDSL and
NSDL.
AUDITORS:
M/s. Jayesh R. Shah, Chartered Accountants, Statutory Auditors of the
Company, hold office till the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment.
The Company has received letters from all of them to the effect that
their re-appointment, if made, would be within the prescribed limits
under Section 141(3) (g) of the Companies Act, 2013 and that they are
not disqualified for re-appointment.
AUDITORS REPORT:
The observations made by the Auditors in their Report read with the
relevant notes as given in the Notes on Accounts for the year ended
31st March, 2014 are self explanatory and therefore do not call for any
further comments under Section 217(3) of the Companies Act, 1956 as it
does not contain any qualification in the same.
PUBLIC DEPOSITS:
The Company has not accepted any deposits from public.
ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their gratitude for the
support and co-operation from the Investors, Banks and Statutory
Authorities. Your Directors express their deep appreciation to the
Company''s employees at all levels for their unstinted efforts and
valuable contributions during the year.
For and on behalf of the Board of Directors
PLACE: HYDERABAD (P Raghava Raju)
DATE :14th August, 2014 CHAIRMAN
Mar 31, 2013
The Directors have pleasure in presenting their 30th Annual Report
together with the Audited Statement of Accounts of the Company for the
year ended 31st March, 2013,
PERFORMANCE OF THE COMPANY:
Amount Rs. in lakhs
2012-13 2011-12
Profit before depreciation and Tax 390.39 284.96
Less Depreciation 316.10 232.93
Current Tax 1.09 0.29
Deferred Tax 27.82 345.01
16.36 249.58
Profit after tax 45.38 35.38
Less Prior Period Adjustment 1.88 8.12
Net Profit after tax and adjustments 43.50 27.26
Loss brought forward 337.03 364.29
Loss carried to balance sheet 293.53 337.03
The Company recorded a turnover of 2139.56 lakhs during the year under
review as against 1115.73 lakhs in the previous year and thus,
registering a growth of Rs.1023.83 lakhs (91.76 %) The net profit after
tax is 45.38 Lakhs as against a profit of 35.38 lakhs in the previous
year.
Esha Media Research Limited, a pioneer in television media monitoring,
transcription, research is now entering in to other media space.
The operations will now be more global in nature and there have been
fresh innovative additions to the existing product line to name a few
services such as Online Business Monitoring Report (with / without
transcription), Television Monitoring Intelligence Report, Online Print
Media Monitoring, Social Media Monitoring among others just to name a
few.
We also provide data archive solutions for television broadcast media.
In fact EMR is slated to introduce services for the entire media
industry in addition to what is available for the corporate sector.
There will also be a special product designed to track political
developments and events which will be a first for the Indian market.
All services will be available online breaking all the delivery
restrictions.
Esha Media Research Limited is entering in to Television Rating Points
(TRP) with a initial sample size of 50,000 households in the first
phase. A wide range of services related to TRP will be launched.
DIVIDEND:
Your Directors do not recommend any dividend for the year ended 31st
March 2013 with a view to conserve the resources for future.
DIRECTORS'' RESPONSIBILITY STATEMENT:
The Board of Directors of the Company confirms:
i) that in the preparation of the annual accounts, the applicable
Accounting Standards have been followed along with proper explanation
relating to material departure, if any;
ii) that the selected accounting policies were applied consistently and
the Directors 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 as at March 31, 2013 and of the financial results of the
company for the year ended on that date;
iii) that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
iv) thattheAnnualaccountshavebeenpreparedonagoingconcernbasis. >
DIRECTORS:
During the year Mr. Masanam Chelliah and Mr. Shishir Joshi were
appointed as additional directors ofthe Company w.e.fO 1st March, 2013
and28lh March, 2013.
Ms. Swarajya Lakshmi Penmetsa, Executive Director ofthe Company has
resigned from the Board w.e.f. 22nd June, 2013. The Board placed on
record its appreciation ofthe enormous contribution made by the
resigning Director during her tenure as Director ofthe Company.
Mr. P Raghava Raju has been elected as Chairman ofthe Company in terms
of Article 63 ofthe Articles of/ ssociation ofthe Company.
The Directors, R. S. Iyer and J. M. Contractor retire by rotation in
the ensuing Annual General Meeting iv accordance with the Articles of
Association and, being eligible, offer themselves for re- appointm tit.
DISCLOSURE PARTICULARS:
There were no employees drawing salary exceeding the limits prescribed
under Section 217(2A) of the Companies Act 1956.
Information pursuant to the provisions of Section 217(l)(e) ofthe
Companies Act, 1956, read with Companies (Disclosures of Particulars in
the Report of Board of Directors) Rules, 1988 regarding conservation of
energy, technology absorption and foreign exchange earnings and outgo
is given hereunder:
a) Conservation of Energy:
Your Company is not an energy intensive unit, however regular efforts
are made to conserve the energy.
b) Research and Development
The Company continuously makes efforts towards research and
developmental activities whereby it can improve the quality and
productivity of its programmes.
c) Foreign Exchange Earnings and Outgo:- The foreign exchange earnings
and outgo for the company during the year is nil.
The equity shares of the company are listed in Bombay Stock Exchange
Limited and are admitted for dematerialization facility with CDSL and
NSDL.
AUDITORS:
M/s JayeshR. Shah & Associates, Chartered Accountants, the Statutory
Auditors of the Company, retires at the ensuing Annual General Meeting
and being eligible, offer themselves for reappointment. Members are
requested to appoint auditors for the current year and to authorize the
Board to fix their remuneration.
AUDITORS REPORT:
The observations made by the Auditors in their Report read with the
relevant notes as given in the Notes on Accounts for the year ended 31
st March, 2013 are self explanatory and therefore do not call for any
further comments under Section 217(3) of the Companies Act, 1956 as it
does not contain any qualification in the same. t
PUBLIC DEPOSITS:
The Company has not accepted any deposits from public. j
ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their gratitude for the
support and co-operation from the Investors, Banks and Statutory
Authorities. Your Directors express their deep appreciation to the
Company''s employees at all levels for their unstinted efforts and
valuable contributions during the year.
For and on behalf of the Board of Directors
PLACE: HYDERABAD (P Raghava Raju)
DATE: 28.08.2013 CHAIRMAN
Mar 31, 2011
Dear Members,
The Directors present herewith their 28th Annual Report together with
the Audited Statement of Accounts of the Company for the year ended
31st March, 2011.
FINANCIAL RESULTS
(Rs. in lakhs)
Year ended Year ended
31-03-2011 31-03-2010
Profit/ (Less) before Financial charges 7.81 (108.73)
Depreciation and taxes
Add/Less: Financial Charges 1.39 1.90
Depreciation 4.04 5.43 5.12 7.02
Net Profit/(Loss) 2.38 (115.75)
Provision for Taxation - -
(Add)/Deduct: Prior period
adjustments (0.31) (0.02)
Add: Loss brought forward (338.34) (222.57)
Loss Carried to Balance Sheet (336.27) (338.34)
OPERATIONS
During the year under review, the turnover was Rs.80.83 lakhs as
compared to Rs.90.09 lakhs in the previous year.
The scheme of amalgamation of M/s. Esha News Monitoring Services
Private Limited with the Company is awaiting Courts' approvals and is
expected to come into effect after approvals during the course of the
current year.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statement in terms of Section 217 (2AA) of the Companies Act,
1956.
i) That in preparation of the annual accounts for the year ended 31st
March, 2011, the applicable accounting standards have been followed
along with proper explanation relating to material departure, if any;
ii) That such accounting policies as mentioned in Schedule 'M' have
been selected and applied consistently and judgments and estimates that
are reasonable and prudent are made so as to give a true and fair view
of the state of affairs of the company at the end of the financial year
ended 31st March, 2011 and of the financial results of the company for
that year;
iii) That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
iv) That the Annual accounts for the year ended 31st March, 2011 have
been prepared on a going concern basis.
DIRECTORS
Mr. R.S.Iyer and Miss. Jyothi M. Babar were appointed as Directors of
the Company with effect from 24-08-2010.
Your Directors, Mr. J. M. Contractor and Mrs. P. Swarajyalakshmi retire
by rotation and being eligible, offer themselves for re-appointment in
the ensuing Annual General Meeting.
DISCLOSURE PARTICULARS:
There were no employees drawing salary exceeding the limits prescribed
Under Section 217(2A) of the Companies Act 1956, Information pursuant
to the provisions of Section 217(l)(e) of the Companies Act, 1956, read
with Companies (Disclosures of Particulars in the Report of Board of
Directors) Rules, 1988 regarding conservation of energy, technology
absorption and foreign exchange earnings and outgo is "NIL". The
Secretarial Compliance Certificate pursuant to Section 383A of the
Companies Act, 1956 is attached to this report.
The equity shares of the company are listed in Bombay Stock Exchange.
Compliance of provisions under the Corporate Governance as per clause
49 of the Listing Agreement is not considered mandatory as the paid-up
capital of the company is below Rs.3.00 crores.
AUDITORS:
The company's auditors M/s. Amar & Raju, Chartered Accountants retire
at the forthcoming Annual General Meeting and are eligible for
re-appointment.
AUDITORS REPORT:
The other comments made by the auditors in their report are
self-explanatory and have been covered in Notes to Accounts under
Schedule 'M'.
ACKNOWLEDGEMENTS:
The Board wishes to place on record its appreciation for the support
and co-operation given by the company's bankers, Vijaya Bank, and the
customers, suppliers, shareholders and the employees of the company.
BY ORDER OF THE BOARD
for LASER DOT LIMITED
(P RAGHAVA RAJU)
MANAGING DIRECTOR
PLACE : HYDERABAD
DATE : 30-07-2011
Mar 31, 2010
The Directors present herewith their 27th Annual Report together with
the Audited Statement of Accounts of the Company for the year ended
31st March, 2010.
FINANCIAL RESULTS
(Rs. in lakhs)
Year ended Year ended
31-03-2010 31-03-2009
Profit/ (Loss)
before Financial
charges
Depreciation
and taxes (108.73) 9.11
Add: Financial
Charges 1.90 2.31
Depreciation 5.12 6.61
Provision for
Fringe Benefit tax 0.23
7.02 (9.15)
Net Profit/(Loss) (115.75) (0.04)
(Add)/ Deduct: Prior
period adjustments (0.02) 1.45
Add: Loss brought
forward (222.57) (223.98)
Loss Carried to
Balance Sheet (338.34) (222.57)
OPERATIONS
During the year under review, the turnover was Rs.90.09 lakhs as
compared to Rs.88.09 lakhs in the previous year. During this period the
margins on sales were lower. Further, the expenditure includes amount
of Rs. 107.95 lakhs being debts written off as bad and provisions made
in respect of advances outstanding from earlier years.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statement in terms of Section 217 (2AA) of the Companies Act,
1956.
i) That in preparation of the annual accounts for the year ended 31st
March, 2010, the applicable accounting standards have been followed
along with proper explanation relating to material departure, if any;
ii)That such accounting policies as mentioned in Schedule Nhave been
selected and applied consistently and judgments and estimates that are
reasonable and prudent are made so as to give a true and fair view of
the state of affairs of the company at the end of the financial year
ended 31st March, 2010 and of the financial results of the company for
that year;
iii) That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
iv) That the Annual accounts for the year ended 31st March, 2010 have
been prepared on a going concern basis.
DIRECTORS
Your Director, Mr.K.Vaidyanathan retires by rotation and being eligible
offers himself for re-appointment.
DISCLOSURE PARTICULARS
There were no employees drawing salary exceeding the limits prescribed
under Section 217(2A) of the Companies Act 1956. Information pursuant
to the provisions of Section 217(l)(e) of the Companies Act, 1956, read
with Companies (Disclosures of Particulars in the Report of Board of
Directors) Rules, 1988 regarding conservation of energy, technology
absorption and foreign exchange earnings and outgo is "NIL". The
Secretarial Compliance Certificate pursuant to Section 383A of the
Companies Act, 1956 is attached to this report.
The equity shares of the company are listed in Bombay Stock Exchange.
Compliance of provisions under the Corporate Governance as per clause
49 of the Listing Agreement is not considered mandatory as the paid-up
capital of the company is below Rs.3.00 crores.
AUDITORS
The companys auditors M/s.Amar & Raju, Chartered Accountants retire at
the forthcoming Annual General Meeting and are eligible for
re-appointment.
AUDITORS REPORT
The other comments made by the auditors in their report are
self-explanatory and have been covered in Notes to Accounts under
Schedule N.
ACKNOWLEDGEMENTS
The Board wishes to place on record its appreciation for the support
and co-operation given by the companys bankers, Vijaya Bank, and the
customers, suppliers, shareholders and the employees of the company.
BY ORDER OF THE BOARD
for LASER DOT LIMITED
PLACE: HYDERABAD (P RAGHAVA RAJU)
DATE : 29-05-2010 MANAGING DIRECTOR.
Mar 31, 2009
The Directors present herewith their 26th Annual Report together with
the Audited Statement of Accounts of the Company for the year ended
31st March, 2009.
FINANCIAL RESULTS:
(Rs. in lakhs)
Year ended Year ended
31-03-2009 31-03-2008
Profit before Financial charges
Depreciation and taxes 9.11 106.46
Less: Financial Charges 2.31 2.37
Depreciation 6.61 8.11
Provision for Fringe Benefit tax 0.23 0.47
9.15 10.95
Net Profit/(Loss) (0.04) 95.51
Add/(deduct)Prior period adjustments 1.45 ---
Loss brought forward (223.98) (319.49)
Loss Carried to Balance Sheet (222.57) (223.98)
OPERATIONS:
During the year under review, the turnover came down to Rs.88.09 lakhs
as compared to Rs.103.20 lakhs in the previous year. The declining
trend is mainly due to changes in demand pattern in the pre- press
industry. The company is equipped and engaged in processing artworks
through films for making printing plates. Due to changes in the
technology, making printing plates direct from computers has gained
prominence and the demand for our processing services has been coming
down. The overall recession in the industry during this period has also
affected our sales.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statement in terms of Section 217 (2AA) of the Companies Act
1956
That in preparation of the annual accounts for the year ended 31st
March, 2009, the applicable accroding standards have been followed
along with proper explanation relating to material departure, if any
ii) That sach accounting policies as mentioned in Schedule 18 have been
selected and applied judgments and estimates that are reasonable and
prudent are made so as to give a true and fair view of the state of
affairs of the company at the end of the financial year ended 31st
March, 2009 and of the financial results of the company for that year;
iii) That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
iv) That the Annual accounts for the year ended 31st March,2009 have
been prepared on a going concern basis.
DIRECTORS:
Your Director, Mr.P. Raghava Raju retires by rotation and being
eligible offers himself for re- appointment.
DISCLOSURE PARTICULARS:
There were no employees drawing salary exceeding the limits prescribed
Under Section 217(2A) of the Companies Act 1956. Information pursuant
to the provisions of Section 217(l)(e) of the Companies Act, 1956, read
with Companies (Disclosures of Particulars in the Report of Board of
Directors) Rules, 1988 regarding conservation of energy, technology
absorption and foreign exchange earnings and outgo is "NIL".
The equity shares of the company are listed in Bombay Stock Exchange.
Compliance of provisions under the Corporate Governance as per clause
49 of the Listing Agreement is not considered mandatory as the paid-up
capital of the company is below Rs.3.00 crores.
AUDITORS:
M/s.Amar & Raju, Chartered Accountants were appointed as auditors of
the Company in June 2009 in the casual vacancy caused by the
resignation of the previous auditors. They retire at the forthcoming
Annual General Meeting and are eligible for re-appointment.
AUDITORS REPORT:
The other comments made by the auditors in their report are
self-explanatory and have been covered in Notes to Accounts under
Schedule N.
ACKNOWLEDGEMENTS:
The Board wishes to place on record its appreciation for the support
and co-operation given by the companys bankers, Vijaya Bank, and the
customers, suppliers, shareholders and the employees of the company.
BY ORDER OF THE BOARD
for LASER DOT LIMITED
PLACE : HYDERABAD (P RAGHAVA RAJU)
DATE : 02-09-2009. MANAGING DIRECTOR.