| Dear Members,
The Directors have pleasure in presenting the 34th Annual Report on
the business and operations of your Company with Audited Accounts for
the year ended 31st March 2015. The financial results of the Company
are summarized below:
FINANCIAL RESULTS:
(Rupees)
PARTICULARS 31.03.2015 31.03.2014
Revenue from Operations 26,01,040 21,34,824
Other Income 31,87,076 27,11,795
Profit For The Year Before Taxation 23,67,143 15,78,275
Tax Expenses
(a) Current Tax 9,00,000 6,35,000
(b) Deferred Tax (7,108) (77,155)
(c) Tax of Earlier Year 34,065 -
Profit after tax 14,40,186 1,020,430
FINANCIAL HIGHLIGHTS:
* Revenue from operations stood at Rs. 26,01,040/- for fiscal year
2015.
* Other income stood at Rs. 31,87,076/- for fiscal year 2015
* Profit for fiscal year 2015 is Rs. 14,40,186/- OPERATIONS:
Your Company is an upcoming infrastructure and media company in terms
of revenue, earnings, market capitalization and developable area. The
Company's primary business is development of residential, commercial
and retail properties. The company has a unique business model with
earnings arising from development and rentals and other media related
activities. Its exposure across businesses, segments and geographies,
mitigates any down-cycles in the market.
During the year Mr. Anil Agrawal HUF has given a public announcement
under Regulation 3 and 4 of SEBI (Substantial Acquisition of Shares &
Takeover) Regulations, 2011 to the public shareholders of the company
and accordingly complied with the compliances of SEBI and taken over
the control and management of your company.
DIVIDEND:
Your directors do not propose any dividend for the financial year ended
31.03.2015.
RESERVES:
The Company has not carried forward any amount to Reserves.
CHANGE IN MANAGEMENT & CONTROL:
The erstwhile promoter of the Company i.e M/s Bhrosemand Commodities
Private Limited was entered Share Purchase Agreement on 10/10/2014 with
Anil Agrawal HUF, and accordingly Anil Agrawal HUF, acquirer has given
the public announcement on 10/10/2014 as per SEBI (Substantial
Acquisition of Shares & Takeover) Regulations, 2011. The Open Offer was
completed in the month of June 2015 by complying with the SEBI (SAST)
Regulations, 2011 and Anil Agrawal HUF has become the promoter of the
Company.
However, M/s Anil Agrawal HUF has received an Ex-parte ad interim order
dated December 19, 2014 passed by the Securities Exchange Board of
India (SEBI) under section 11(1), 11(4) and 11B of the Securities
Exchange Board of India Act, 1992 in the matter of First Financial
Services Limited for not accessing the capital market. Your Promoter
i.e. Anil Agrawal HUF filed a reply with SEBI in this regard.
On 24th February 2015, a hearing took place in SEBI. No final order has
been passed by SEBI in this regard.
Further Mr. Anil Agrawal has been appointed as the Executive Promoter
Director and Compliance Officer of the Company.
DIRECTORS:
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association, Mr. Manish Dadhich, Director of the Company
retires by rotation at the ensuing Annual General Meeting and being
eligible, offers himself for reappointment.
Mr. Anil Agrawal has been appointed as Additional Executive Promoter
Director w.e.f 24th June 2015 and Ms. Alka Lath has resigned w.e.f 24th
June, 2015 as the Whole Time Director of the Company.
All independent directors have given declaration that they meet the
criteria of independence as laid down under section 149(6) of the
Companies Act, 2013 and clause 49 of listing agreement.
All the directors of the Company have confirmed that they are not
disqualified from being appointed as directors in terms of Section 164
of the Companies Act, 2013.
A brief resume and other details, as stipulated under the Listing
Agreement for the above Directors seeking re-appointment is given as
Additional Information on Directors which forms part of the Notice.
(i) Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, 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 Shareholders and Relationship Committee.
The Directors expressed their satisfaction with the evaluation process.
(ii) Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The remuneration policy as
adopted by the company envisages payment of remuneration according to
qualification, experience and performance at different levels of the
organization.
(iii) Details of Meetings held
During the year Six Board Meetings and one Independent Directors'
meeting was held. The Details of the meetings and attendance thereof
have been given in Corporate Governance Report forming a part of the
Annual Report. The provisions of Companies Act, 2013 and listing
agreement were adhered to while considering the time gap between two
meetings.
(iv) Constitution of Committees
The Board has constituted an Audit Committee, Nomination & Remuneration
Committee and a Shareholders and Relationship Committee, the details of
which have been mentioned in the Corporate Governance Report.
LISTING:
The Company's Shares are listed on BSE Limited. The Company has paid
Listing fees for F.Y. 2015-16 to the BSE Limited.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement Clause (c) of subsection (3) of Section 134
of the Companies Act, 2013, your Directors confirm that:
1. That in the preparation of the annual accounts for the financial
year ended 31st March, 2015 the applicable accounting standard had been
followed along with proper explanation relating to material departures.
2. That the directors had 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 of loss of the Company for the year under review.
3. That the directors had 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. That the directors had prepared the accounts for the financial year
ended 31st March, 2015 on a going concern basis.
5. That 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.
6. That 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.
REGISTERED OFFICE OF THE COMPANY:
Since there is a change in Control and Management of the Company, the
registered office of your Company has been shifted from Flat No 1006,
Piccadilly - 3 Co op Hsg Soc Ltd, Royal Palm Mayur Nagar, Aarey Milk
Colony, Goregaon (E), Mumbai 400065 to A-301, Hetal Arch, Opp. Natraj
Market, S.V. Road, Malad West, Mumbai 400064 in the Board Meeting held
on 10th July, 2015.
DEPOSITS:
The Company has not invited or accepted any deposits during the
financial year 2014-2015.
AUDITORS:
(i) Statutory Auditor
The retiring Statutory Auditor, namely M/s. S A R A & Associates.,
Chartered Accountants, Mumbai, hold office until the conclusion of the
forthcoming Annual General Meeting and are seeking re-appointment. They
have confirmed that their appointment if made, at the Annual General
Meeting, will be within the limits prescribed under Companies Act,
2013. They have also confirmed that they hold a valid peer review
certificate as prescribed under Clause 41(1)(h) of the Listing
Agreement. Members are requested to consider their reappointment.
(ii) Secretarial Auditor
In terms of Section 204 of the Companies Act 2013 and Rules made there
under, MRK & Co, Practicing Company Secretaries have been appointed as
Secretarial Auditor of the Company. The report of the Secretarial
Auditors is enclosed as Annexure 1 to this report.
(iii) Internal Auditor
M/S Pravin Chandak & Associates, Practicing Chartered Accountant,
Mumbai performs the duties of internal auditors of the company and
their report is reviewed by the audit committee from time to time.
COMMENTS ON AUDITOR'S REPORT:
Statutory Auditors:
With respect to preliminary expenses, the Company had incurred certain
expenses on account of increase in Authorized capital in connection
with the Rights Issue of Equity Shares which were treated as
Preliminary expenses in the books of accounts of the Company. Out of
the said expenses, 1/5 has been debited to profit & loss account for
the financial year 2014-2015 and balance has been carried forward for
the next years with expectation of future benefit. The management has
now decided that if any benefit will not arises in the next financial
year 2015-2016 then all the preliminary expenses will be written off in
compliance with Accounting Standard 26.
As regards not making provision for retirement benefits of employees,
the same has not been done in view of the meager staff strength.
Secretarial Auditor:
As regards Company not having appointed the Company Secretary as
required under Section 203 of the Companies Act 2013, the Company has
made suitable efforts for the recruitment of a Suitable Candidate for
the post of Company Secretary.
As regards the Company having delayed the filing of certain returns/
forms with the Registrar of Companies, these forms/returns have been
filed by making the payment of the additional fee as prescribed by the
law.
The Company is in process of formulating the certain policies as
required under the Companies Act, 2013 and listing agreement and will
finalize the same as and when the policies are mandatorily applicable
to the Company.
Your Company has received an order dated December 20, 2014 passed by
the Securities Exchange Board of India (SEBI) under section 15-I of the
Securities Exchange Board of India Act, 1992 read with Rule 5 of SEBI
(Procedure for Holding Inquiry and Imposing Penalties by Adjudicating
Officer) Rules, 1995 in the matter of Proposed Rights Issue of your
Company and levied a penalty of Rs 5,00,000/- (Rupees Five Lacs only)
for which a hearing took place on November 21,2014 in SEBI.
Accordingly, your Company has made the requisite payment of the penalty
to the SEBI.
During the year, Anil Agrawal HUF has given the public announcement on
10/10/2014 to the public shareholders of your Company as per SEBI
(Substantial Acquisition of Shares & Takeover) Regulations, 2011. The
Open Offer was completed in the month of June 2015 by complying with
the SEBI (SAST) Regulations, 2011 and Anil Agrawal HUF has become the
promoter of the Company.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
Pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policy has
been uploaded on the website of the Company at
http://www.splashmediainfra.com/whistle_blower_policy.php.
RELATED PARTY TRANSACTIONS:
Related party transactions that were entered during the financial year
were on an arm's length basis and were in the ordinary course of
business. There were no materially significant related party
transactions with the Company's Promoters, Directors, Management or
their relatives, which could have had a potential conflict with the
interests of the Company. Transactions with related parties entered by
the Company in the normal course of business are periodically placed
before the Audit Committee for its omnibus approval and the particulars
of contracts entered during the year as per Form AOC2 is enclosed as
Annexure2. The Board of Directors of the Company has, on the
recommendation of the Audit Committee, adopted a policy to regulate
transactions between the Company and its Related Parties, in compliance
with the applicable provisions of the Companies Act 2013, the Rules
there under and the Listing Agreement. This Policy was considered and
approved by the Board and has been uploaded on the website of the
Company.
SEBI ORDERS
1. SEBI had passed an adjudication order against the company vide
order no. CFD/SML/AO/DRK-CS/eAD-3/500/44-14 dated 25th March 2014 by
imposing a penalty of Rs. 15,00,000/- for Non Compliance of 6(2), 6(4),
7(3), 8(3) of SEBI (SAST) Regulations 1997.
Thereafter, the Company filed an appeal before the Securities Appellate
Tribunal, Mumbai against the said order of Adjudication Officer (Ao).
SAT has directed the AO of SEBI vide no. bearing no.182 of 2014 dated
July 2nd, 2014 to restore the matter for fresh decision on merits and
in accordance with law after considering the submissions made by the
Target Company. The Order is pending from SEBI.
2. SEBI had sent a show cause notice under rule 4 of SEBI (Procedure
for holding inquiry and imposing penalties by Adjudicating officer)
Rules, 1995 and under rule 4 of Securities Contracts Regulations
(Procedure for holding inquiry and imposing penalties by Adjudicating
officer) Rules, 2005 in the matter Rights Issue of the Company bearing
no. EAD-5/ADJ/ASK/AA/ OW/22605/2014 dated 31st July 2014 to the
company.
The Company has submitted its reply to SEBI on 8th October 2014.
Accordingly, adjudicating officer has passed order no. ASK/
AO/115/2014-15 DATED December 30, 2014 and imposed a penalty of Rs
5,00,000/- (Rupees Five lacs only) on the Company which has been paid
vide Demand draft bearing no. 755993 dated January 7, 2015.
The Adjudicating officer also passed order no. ASK/AO/116-18/2014-15
dated 30th December 2014 exonerating all the three (3) directors
against the alleged violation of ICDR Regulations, 2009.
PARTICULARS OF EMPOLYEES UNDER THE COMPANIES (APPOINTMENT &
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
The provisions of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended are not applicable to the company, as there are no employees
whose remuneration is in excess of the limits prescribed.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form
MGT9 is annexed herewith as Annexure 4.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) /
EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in
respect of employees of the Company and Directors during the year is
furnished hereunder:
Sr. Name of the Director/ Designation Remuneration
No KMP 2014-15
1 Ms. Alka Lath Whole Time Director 4,60,000 p.a.
2 Mr. Sharad Mishra** Chief Financial Officer 22,000
Sr. Name of the Director/ Remuneration Increase/ Ratio/Times
No KMP 2013-14 Decrease per median
of employee
remuneration
1 Ms. Alka Lath Nil 4,60,000 2.04
2 Mr. Sharad Mishra** Nil 22,000 0.10
** Mr. Sharad Mishra was appointed as the Chief Financial Officer of the
Company w.e.f 13th February, 2015.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and
protect from loss, unauthorized use or disposition of its assets. All
the transactions are properly authorized, recorded and reported to the
Management. The Company is following all the applicable Accounting
Standards for properly maintaining the books of accounts and reporting
financial statements. The internal auditor of the company checks and
verifies the internal control and monitors them in accordance with
policy adopted by the company. The Company continues to ensure proper
and adequate systems and procedures commensurate with its size and
nature of its business.
BUSINESS RISK MANAGEMENT:
The company has been addressing various risks impacting the company and
the policy of the company on risk management is provided elsewhere in
this annual report in Management Discussion and Analysis.
MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT:
The Management Discussion and Analysis for the year 2014-15 and a
detailed report on Corporate Governance, as required under Clause 49 of
the Listing agreement executed with the Stock Exchange, are given in
separate sections forming part of the Annual Report.
A Certificate from Statutory Auditors of the company, M/s. S A R A &
Associates., Practicing Chartered Accountants, confirming compliance
with the conditions of Corporate Governance stipulated in Clause 49 is
annexed to the report on Corporate Governance. ENERGY CONSERVATION,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUT GO:
Information in accordance regarding conservation of energy, technology
absorption and foreign exchange earnings and outgo is given in the
Annexure 3.
CASH FLOW STATEMENT:
In conformity with the provisions of Clause 32 of the Listing Agreement
and requirements of Companies Act, 2013, the Cash Flow Statement for
the year ended 31.3.2015 is annexed here to as a part of the Financial
Statements forming a part of the Annual Report.
POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
A policy on Sexual Harassment of Women at Workplace has been drafted
and approved by the Board in its meeting held on May 29, 2015. A
committee namely Local Control Committee has been construed for
protection of women against Sexual Harassment at the workplace
consisting of the following:
Name of Member Designation
Mrs. Shuchi Bansal Chairman
Mrs. Nikita Kothari Member
Mr. Sharad Mishra Member
The Committee will look after the complaints received from the women
employees and will also work for Safety of Women at workplace.
ACKNOWLEDGEMENT:
Your directors take this opportunity to place on record their warm
appreciation of the valuable contribution, unstinted efforts and the
spirit of dedication by the employees and officers at all levels in the
progress of the Company during the year under review. Your directors
also express their deep gratitude for the assistance, co-operation and
support extended to your company by the bankers, customers as well as
the investing community and look forward to their continued support.
By Order of the Board
For Splash Media & Infra Ltd
Place: Mumbai Sd/- Sd/-
Dated: 14.08.2015 Anil Agrawal Manish Dadhich
Executive Director Director |