33 rd Annual Report

Transcription

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2 33 rd Annual Report

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4 SPLASH MEDIA & INFRA LIMITED BOARD OF DIRECTORS: Ms. Alka Lath Mr. Sunil Jain Mrs. Shuchi Bansal Mr. Manish Dadhich Whole Time Director Director Director Additional Director STATUTORY AUDITORS: S A R A & Associates A-503, Vertex Vikas Building, Above Mitra Nursing Home, Sir M.V. Road, Andheri( East), Mumbai Tel: Fax: sara_ca@vsnl.net REGISTERED OFFICE: Flat No 1006, Piccadilly - 3 Co op Hsg Soc Ltd, Royal Palm Mayur Nagar, Aarey Milk Colony, Goregaon (E), Mumbai splashmedia7@yahoo.in Website: CIN: L45400MH1987PLC REGISTRAR & TRANSFER AGENT: Adroit Corporate Services Pvt. Ltd. 19, Jafer Bhay Industrial Estate, 1 st Floor, Makwana Road, Marol Naka, Andheri (E), Mumbai BANKERS: Union Bank of India CONTENTS PAGE NOS. Notice 2 Directors Report 8 Report on Corporate Governance 10 Auditor s Report on Corporate Governance Independent Auditor Report 18 Balance Sheet Cash Flow Statement Notes to Financial Statements 28 1

5 Annual Report NOTICE NOTICE is hereby given that the 33 rd ANNUAL GENERAL MEETING of SPLASH MEDIA & INFRA LIMITED will be held at Hotel Land Mark, Link Road, Malad (W), and Mumbai on Monday, 29 th September, 2014 at A.M. to transact the following business: ORDINARY BUSINESS: 1. st March, 2014 along with the Reports of the Directors and Auditors thereon. 2. To appoint a Director in place of Mr. Manish Dadhich, (DIN: ) who retires by rotation and being eligible, offers himself for re-appointment. 3. Ordinary Resolution: RESOLVED THAT pursuant to provisions of Section 139 of Companies Act, 2013 and under any other provisions of law for the time being in force, S A R A & Associates., Chartered Accountants, (Firm Registeration no W), be and are till the conclusion of the 4 th consecutive Annual General Meeting (after commencement of the Companies Act 2013), of the SPECIAL BUSINESS: 4. Appointment of Mr. Manish Dadhich (holding DIN: ) as a Director Ordinary Resolution: RESOLVED THAT pursuant to Section 149, 152, 160 and other applicable provisions of the Companies Act, 2013 and the Schedule IV to the Companies Act, 2013, Mr. Manish Dadhich (holding DIN: ) who was appointed as an Additional Annual General Meeting, in terms of Section 160 of the Companies Act, 2013 signifying his intention to propose Mr. Manish 5. Appointment of Mrs. Shuchi Bansal (holding DIN : ) as an Independent Director Ordinary Resolution: RESOLVED that pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies in force) read with Schedule IV to the Companies Act, 2013, Mrs. Shuchi Bansal (holding DIN : ), Director of the provisions of the Companies Act, 2013 (being an independent director) is no longer liable to retire by rotation and who in accordance with the Companies Act, 2013 is required to be appointed as an independent director and in respect of whom st March 2019 not liable to retire by 6. Appointment of Mr. Sunil Jain (holding DIN ) as an Independent Director Ordinary Resolution: RESOLVED that pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies in force) read with Schedule IV to the Companies Act, 2013, Mr. Sunil Jain (holding DIN: ), Director of the Company the Companies Act, 2013 (being an independent director) is no longer liable to retire by rotation and who in accordance with the Companies Act, 2013 is required to be appointed as an independent director and in respect of whom the Company has st 2

6 SPLASH MEDIA & INFRA LIMITED 7. Appointment of Ms. Alka Lath (holding DIN ) as a Whole Time Director Ordinary Resolution: RESOLVED THAT pursuant to provisions of Section 196 of the Companies Act, 2013 and Companies (Appointment thereof, for the time being in force), Ms. Alka Lath as (holding DIN ) who was appointed as an additional Director For Splash Media & Infra Ltd. By Order of the Board Place: Mumbai Sd/- Sd/- Dated: Shuchi Bansal Alka Lath Director Whole Time Director Important Communique to Members-Green Initiative in Corporate Governance : The Ministry of Corporate Affairs (MCA) has taken a Green Initiative in Corporate Governance by allowing paperless compliances by the companies and has issued a Circular stating that service of all documents including Annual Reports can be sent by to its Members. Your Company believes that this is a remarkable and environment friendly initiative by MCA and requests all members to support in this noble cause. The Company has already embarked on this initiative and proposes to send documents including Annual Reports in electronic form to the Members on the address provided by them to the RTA/Depositories. The Members who hold shares in physical form are requested to intimate/update their address to the Company / RTA while Members holding shares in demat form can intimate / update their address to their respective Depository Participants. Members are requested to further note that they will be entitled to be furnished, free of cost, the physical copy of the documents sent by , upon receipt of a requisition from them, any time, as a Member of the Company. NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY / PROXIES TO ATTEND AND VOTE AND VOTE INSTEAD OF HIMSELF / HERSELF AND SUCH PROXY / PROXIES NEED NOT BE A aggregate not more than ten percent of the total share capital of the company. conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any time during the business hours of the Company, provided that not less than three days of notice in writing is given to the Company. 2. PROXY FORM AND ATTENDANCE SLIP ARE ENCLOSED, PROXIES IN ORDER TO BE VALID MUST REACH AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. 3. The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 in respect of the Special business set out in the Notice is annexed. 4. The Register of Members will be closed from 25th September, 2014 to 29 th September, 2014 (both days inclusive), for the purpose of Annual General Meeting. 5. Members are requested to notify immediately changes in their respective address, if any, to the Company s Registered 6. Members who hold shares in the Dematerialized form are requested to bring their Client ID and DP ID numbers for easy 7. Additional information pursuant to Clause 49 of the Listing Agreement with stock exchanges in respect of the directors seeking appointment / re-appointment at the AGM are furnished and forms a part of the Notice. The Directors have furnished the requisite consents / declarations for their appointment / re-appointment. 3

7 Annual Report meeting. 9. The Company has made necessary arrangements for the Members to hold their shares in dematerialized form. Those members who are holding shares in physical form are requested to dematerialize the same by approaching any of the Depository Participants (DPs). In case any member wishes to dematerialize his/her shares and needs any assistance, he/ 10. Copies of Annual Report 2014 are being sent by electronic mode only to all the members whose addresses are registered with the Company / Depository Participant(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their addresses, physical copies of the Annual Report 2014 are being sent by the permitted mode. 11. The notice of the 33 rd AGM and instructions for e-voting, along with the Attendance Slip and Proxy Form, is being sent by electronic mode to all members whose addresses are registered with the Company / Depository Participant(s) unless a member has requested for a hard copy of the same. For members who have not registered their addresses, physical copies of the aforesaid documents are being sent by the permitted mode. 12. The Securities and Exchange Board of India (SEBI) has mandated the submission of the Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants(s). Members holding shares in physical form shall submit their PAN details to the Company / RTA. 13. Voting through electronic means : In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members facility to exercise their right to vote at the 33rd Annual General Meeting (AGM) by electronic means and the business may be transacted through e-voting Services provided by Central Depository Services (India) limited (CDSL). The Company has signed an agreement with CDSL for facilitating such e-voting by the Members. Kindly note that each Member can opt for only one mode for voting i.e. either by Physical Ballot or by E-voting. However, in case members cast their vote both via physical ballot and e-voting, then voting through postal ballot shall prevail and voting done by e-voting shall be treated as invalid. The instructions for members for voting electronically are as under:- In case of members receiving (i) Log on to the e-voting website (iv) Now Enter your User ID b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the Company. (vi) If you are holding shares in demat form and had logged on to and voted on an earlier voting of any company, then your existing password is to be used. PAN* DOB# For Members holding shares in Demat Form and Physical Form Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Members who have not updated their PAN with the Company/Depository Participant are requested In case the folio number is less than 8 digits enter the applicable number of 0 s before the number Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format. 4

8 SPLASH MEDIA & INFRA LIMITED Dividend Bank Details# Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio. Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the number of shares held by you as on the cut off date in (ix) Members holding shares in physical form will then reach directly the Company selection screen. However, members holding shares in demat form will now reach Password Creation menu wherein they are required to mandatorily enter voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost (x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice. (xi) Click on the EVSN for the relevant Splah Media & Infra Limited on which you choose to vote. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution. vote. and click on Forgot Password & enter the details as prompted by the system. Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to evotingindia.co.in and register themselves as Corporates. They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to helpdesk. evoting@cdslindia.com. After receiving the login details they have to create a user who would be able to link the account(s) which they wish to vote on. The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote. They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same. In case of members receiving the physical copy: (A) Please follow all steps from sl. no. (i) to sl. no. (xvii) above to cast vote. (B) The voting period begins on Tuesday, 23rd September, 2014 from 9.00 A.M. and ends on Wednesday, 24th September, 2014, 4.00 p.m. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 22nd August, 2014 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. and e-voting manual available at under help section or write an to helpdesk.evoting@ cdslindia.com. 5

9 Annual Report ANNEXURE TO THE NOTICE: STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACTS, 2013 The following Statement sets out the material facts relating to the Special business mentioned in the accompanying Notice: Item No. 4 The Board, at its meeting held on 2nd July, 2014 appointed Mr. Manish Dadhich as an Additional Director of the Company with effect from 2nd July, 2014, pursuant to Section 161 of the Companies Act, Meeting of the Company. The Company has received valid Notice in writing under the provisions of Section 160 of the Companies be appointed as such under the provisions of Section 149 of the Companies Act, The resolution seeks the approval of members for the appointment of Mr. Manish Dadhich as a Director of the Company pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and the rules made there under. He is liable to retire by rotation. without any fees during normal business hours on working days upto the date of AGM.. No director, key managerial personnel or their relatives, except Mr. Manish Dadhich to whom the resolution relates, is interested or concerned in the resolution. The Board recommends the resolution set forth in Item no. 4 for the approval of the members. Item No. 5 & 6: Mrs. Shuchi Bansal and Mr. Sunil Jain are Independent Directors of the Company. Both of them joined the Board of Directors of the company w.e.f. 26th September, 2009 and 25th May, 2009 respectively. The Securities and Exchange Board of India (SEBI) has amended Clause 49 of the Listing Agreement inter alia stipulating the conditions for the appointment of independent directors by a listed company. It is proposed to appoint Mrs. Shuchi Bansal and Mr. Sunil Jain as Independent Directors under Section 149 of the Act and Clause The Company has received notices in writing from members along with the deposit of requisite amount under Section160 of the and have given their consent to act as Directors. The Company has also received declarations from Mrs. Shuchi Bansal and Mr. Sunil Jain that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement. relationships between directors inter-se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, are provided elsewhere in this notice of the ensuing Annual General meeting. Copy of the draft letters for respective appointments of Mrs. Shuchi Bansal and Mr. Sunil Jain as Independent Directors setting business hours on working days upto the date of AGM. This Statement may also be regarded as a disclosure under Clause 49 of the Listing Agreement with the Stock Exchange. Mrs. Shuchi Bansal and Mr. Sunil Jain are interested in the resolutions set out respectively at Item Nos. 5 and 6 of the Notice with regard to their respective appointments. The relatives of Mrs. Shuchi Bansal and Mr. Sunil Jain may be deemed to be interested in the resolutions set out respectively at Item Nos. 5 and 6 of the Notice, to the extent of their shareholding interest, if any, in the Company. Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in The Board commends the Ordinary Resolutions set out at Item Nos. 5 and 6 of the Notice for approval by the shareholders. 6

10 SPLASH MEDIA & INFRA LIMITED Item no. 7: Ms. Alka Lath was initially appointed as additional Director of the Company on 15th March, 2014 and thereafter re-appointed as pursuant to provisions of Companies Act, years with effect from 30th May, The Company has received valid Notice in writing under the provisions of Section 160 of the Companies Act, 2013 from a member provisions of Section 149 of the Companies Act, inter-se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, are provided elsewhere in this notice of the ensuing Annual General meeting. without any fees during normal business hours on working days upto the date of AGM.. Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in The Board commends the Ordinary Resolutions set out at Item No. 7 of the Notice for approval by the shareholders. Details of Directors seeking appointment / re-appointment by the shareholders of the Company at the ensuing Annual General Meeting (In pursuance of clause 49 of the listing agreement) Name of Director Mrs. Shuchi Bansal Mr. Sunil Jain Ms. Alka Lath Mr. Manish Dadhich Date of Birth 31/07/ /09/ /08/ /05/1989 Date of Appointment 26/09/ /05/ /03/ /07/2014 Nature of experience / Expertise Shareholding in the Company She is commerce graduate and she has four years of experience and auditing. None of the above Directors are related to each other. He is commerce graduate and more than 12 years of experience and media industry. She has completed H.S.C. She is having more than 12 years of experience in construction industry. He has completed H.S.C. He is having more than six months of experience in the Nil Nil Nil Nil 7

11 Annual Report DIRECTOR S REPORT To the Members of the Company, Your Directors have pleasure in presenting the 33 rd Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31 st FINANCIAL RESULTS: (Rupees) PARTICULARS Revenue from Operations 21,34,824 67,05,597 Other Income 27,11,795 9,26,139 15,78,275 44,78,351 Tax Expenses (a) Current Tax 6,35,000 13,82,461 (b) Deferred Tax (77,155.00) (14,016) (c) Tax of Earlier Year 2,630 10,20,430 31,07,276 FINANCIAL HIGHLIGHTS: DIVIDEND: Your directors do not propose any dividend for the accounting year ended DIRECTORS: During the year Ms. Alka Lath was appointed as an additional Director of the Company on 15th March, She was re- Annual General Meeting. Mr. Kailash Chandra Sharma and Mr. Ratan Lal Maheshwari resigned from the Directorship on 30 th May, 2014 and 2 nd July, 2014 respectively. Mr. Manish Dadhich, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. years for a term upto the conclusion Annual General Meeting of Company in the 2019, as per provisions of Section 149 and other applicable provisions of the Companies Act Necessary resolutions for the appointment /re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment / re-appointment are mentioned in the explanatory statement of the notice. Your directors commend their appointment / re-appointment. Section 274(1)(g) of the Companies Act, A brief resume and other details, as stipulated under the Listing Agreement for the above director seeking re-appointment is given as Additional Information on Directors which forms part of the Notice. LISTING: The Company s Shares are listed on BSE Limited. The Company has paid Listing fees for F.Y to the BSE Limited. MANAGEMENT DISCUSSION AND ANALYSIS: The Management Discussion and Analysis Report is attached herewith and forms part of the Director Report. DIRECTORS RESPONSIBILITY STATEMENT: (i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) Appropriate accounting policies have been selected and the directors have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the 8

12 SPLASH MEDIA & INFRA LIMITED provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) The annual accounts have been prepared on a going concern basis. REGISTERED OFFICE OF THE COMPANY: Milk Colony, Goregaon (E), Mumbai DEPOSITS: STATUTORY AUDITORS: their reappointment. COST AUDITORS: The Central Government had not directed an audit of cost accounts maintained by the company in respect of its trading business. COMMENTS ON AUDITOR S REPORT: With respect to preliminary expenses, the Company had incurred certain expenses on account of increase in Authorised capital in connection with the Rights Issue of Equity Shares which were treated as Preliminary expenses in the books of accounts of the Accounting Standard 26. With regard to maintenance of Fixed Assets register, the same will be complied in future. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A): The Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1988, as amended are not applicable to the Company, as there are no employees whose remuneration is in excess of the limits prescribed. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUT GO: During the year the Company has not consumed any source of energy, absorbed any new technology and transacted in foreign exchange. Hence information as per clause (e) of Sub Section (1) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable. 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 is annexed here to. ACKNOWLEDGEMENT: Your directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and 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. For Splash Media & Infra Ltd. By Order of the Board Place: Mumbai Sd/- Sd/- Dated: Shuchi Bansal Alka Lath Director Whole Time Director ANNEXURE TO DIRECTORS REPORT: Information Under Section 217(1)(e) of the Companies Act, 1956, Read with companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 forming part of the Directors Report for the year ended, 31 st March, FOREIGN EXCHANGE EARNINGS AND OUT GO: Amount in Rs. Foreign exchange used Nil Foreign exchange earned Nil 9

13 Annual Report COMPANY S PHILOSOPHY: REPORT ON CORPORATE GOVERNANCE Splash is committed to provide fair, transparent and equitable treatment to all its stakeholders. For us Corporate Governance the way the company operates. Corporate Governance is both the structure and the relationship which determine corporate direction and performance. CLAUSE 49 Clause 49 of the Listing Agreement entered between a company and the Stock Exchange is a benchmark for the compliance practices and rules required to be followed by all listed companies. Clause 49 is the baseline for good governance standards. At Splash, we not only adhere to the prescribed corporate governance standards and practices as given in Clause 49 but we constantly strive to adopt the emerging best practices. Corporate Governance has always been an integral and indispensable practice at Splash in conducting its business for more than 30 years. We believe that corporate governance is a journey towards sustainable value creation and is always an upward moving target. We follow high standards of corporate governance practices which inter-alia include: composition of the Board. of the Board. The Whole Time Director plays a very vital role in the implementation of the best corporate governance processes. She ensures that the Board procedures are followed and reviewed regularly. She also ensures that all relevant information/ documents/ details are made available to all the directors and Senior Managerial personnel (who are invited to attend the meeting) for effective decision making at all Board/Committee meetings. All the Directors and Senior Managerial Personnel have access to the advice and services of the Whole Time Director. 2. BOARD OF DIRECTORS: The Board of Directors of the Company comprises of a fair number of Independent professionally competent and acclaimed Non Executive Directors. The Board of Directors of the Company consists of Four Members. The Company has One Mr. Alka Lath - Whole Time Director Mr. Sunil Jain - Non-Executive Director & Independent Mrs. Shuchi Bansal - Non-Executive Director & Independent Mr. Manish Dadhich - Non-Executive Director & Non- Independent The name and categories of the Directors on the Board, their attendance at Board Meetings during the years and at the last Annual General Meeting, as also the number of Directorships and committee Memberships / Chairmanships held by them in Indian Public Companies (including the Company) as on March 31 st, 2014 are given below : Name of Director Category of Directorship Attendance at No. of Board Last Directorships Meetings AGM Positions Member Committee Chairman Mr. Kailash C Sharma (i) Whole Time- Promoter 6 Yes Mr. Vishal singh Gogawat (ii) Non-executive nonindependent 3 Yes Mr. Ratanlal Maheshwari (iii) Non Executive & Independent 6 No Mr. Sunil Jain Non Executive & Independent 6 No Mrs. Shuchi Bansal Non Executive & Independent 6 Yes Note: 10

14 SPLASH MEDIA & INFRA LIMITED 1. Excluding directorships in private, foreign companies and companies which are granted license under Section 25 of the Companies Act, None of the Directors of our Company are directors in any other public limited Companies. (iv) Mr. Manish Dadhich was appointed as Director w.e.f (v) Ms. Alka Lath was appointed as Additional Director on 15th March, During the year ended 31 st March, 2014, Six Board Meetings were held on the following dates: 30 th May, 2013, 12 th August, 2013, 7 th September, 2013, 9 th November, 2013, 8 th February, 2014, and 15 th March, AUDIT COMMITTEE: A. Composition: The Audit Committee comprises of three Directors, namely Names of Directors Mrs. Shuchi Bansal Mr. Sunil Jain Ms. Alka Lath The brief terms of reference of the Audit Committee include: Category Chairman- Non- Executive and Independent Member - Non- Executive and Independent Member - Executive and Non Independent (c) Review of Internal control systems. Role of Audit Committee The role of the audit committee shall include the following: 2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the 3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors. particular reference to: a. Matters required to be included in the Director s Responsibility Statement to be included in the Board s report in terms of clause (2AA) of section 217 of the Companies Act, 1956 b. Changes, if any, in accounting policies and practices and reasons for the same c. Major accounting entries involving estimates based on the exercise of judgment by management f. Disclosure of any related party transactions 11

15 Annual Report A. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter. 6. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems. or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board. 10. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as postaudit discussion to ascertain any area of concern. 11. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors. 12. To review the functioning of the Whistle Blower mechanism, in case the same is existing. 13. Carrying out any other function as is mentioned in the terms of reference of the AuditCommittee. The Committee has met four times i.e on 30 th May, 2013, 12 th August, 2013, 9 th November, 2013 and 8 th February, The Statutory Auditors are invitees to the Meeting. 4. REMUNERATION TO DIRECTORS: A. Composition: The Remuneration Committee comprises of three Directors, namely Names of Directors Mr. Manish Dadhich Mr. Sunil Jain Ms. Alka Lath The Company does not pay remuneration to the Executive Director. 5. SHARE TRANSFER-CUM-INVESTORS GRIEVANCES COMMITTEE: Category Chairman- Non- Executive and Non-Independent Member - Non- Executive and Independent Member - Executive and Non Independent The Share Transfer-Cum-Investors Grievances Committee comprises of three Directors, namely Names of Directors Mrs. Shuchi Bansal Mr. Sunil Jain Ms. Alka Lath Category Chairman- Non- Executive and Independent Member - Non- Executive and Independent Member - Executive and Non Independent The committee, in addition to considering share transfer matters, oversees redressal of shareholders and investors complaints/grievances and recommends measures to improve the level of investor s services. The Committee has met four times i.e on 30 th May, 2013, 12 th August, 2013, 9 th November, 2013 and 8 th February, There are no outstanding complaints received from shareholders during the year. The Company has no transfers pending at 12

16 SPLASH MEDIA & INFRA LIMITED 6. GENERAL BODY MEETINGS: Particulars of General Meetings held during last three years: A. Annual General Meetings: YEAR LOCATION DATE TIME Hotel Land Mark, Link Road, Malad (W), Mumbai th August, A.M Hotel Land Mark, Link Road, Malad (W), Mumbai th September, A. M Hotel Land Mark, Link Road, Malad (W), Mumbai th September, A. M. B. Extra Ordinary General Meetings: LOCATION DATE TIME PURPOSE Hotel Land Mark, Link Road, Malad (W), Mumbai th March, A.M Change in Auditor 7. DISCLOSURES: There was no reported case of non-compliance by the Company and/or levy of any penalties, imposition of strictures on the Company by the Stock Exchange or SEBI or any other statutory or other authority on any matter related to capital markets during the year under report. 8. MEANS OF COMMUNICATION: Financial Result Un-Audited / Audited* * News Papers First Quarter Un-Audited Business Standard & Aapla Mahanagar Second Quarter Un-Audited Financial Express & Aapla Mahanagar Third Quarter Un-Audited Business Standard & Aapla Mahanagar Fourth Quarter/ Full year Audited Business Standard & Aapla Mahanagar days of close of quarter and communicated these results to Stock Exchange where the shares of the Company are listed and published in news papers as indicated above. Note: 9. GENERAL SHAREHOLDER INFORMATION: (i) Annual General Meeting Day, Date and Time: Monday, 29 th September, 2014 at a.m. Venue: Hotel Land Mark, Link Road, Malad (W), Mumbai (ii) Financial Calendar (Tentative) Results for the quarter ending 30 th June 2014 : 2 nd week of August 2014 Results for the quarter ending 30 th Sep, 2014 : 2 nd week of Nov 2014 Results for the quarter ending 31 st Dec 2014 : 2 nd week of Feb 2015 Results for the year ending 31 st March 2015 : Last week of May 2015 (iii) Book Closure Date : 25 th September 2014 to 29 th September 2014 (Both the days inclusive) : Flat No 1006, Piccadilly - 3 Co op Hsg Soc Ltd, Royal Palm Mayur Nagar, Aarey Milk Colony, Goregaon (E), Mumbai

17 Annual Report (v) Equity shares listed on Stock Exchanges : BSE Limited. Note: The Annual listing fees as prescribed have been already paid to the BSE Limited for the year (vi) Stock Code Trading Symbol at BSE Limited (Physical Segment) SMIL Demat ISIN Number in : Equity Shares INE195E01020 NSDL & CDSL (vii) Bombay Stock Exchange Stock Market Data (in Rs. / per share) Period High (Rs.) Low (Rs.) Period High (Rs.) Low (Rs.) April Oct May Nov June Dec July Jan Aug Feb Sep Mar (Viii) Distribution of Shareholdings as on 31st March 2014 Shares or Debentures Holding of nominal value of Shares / debenture Holders Share / Debenture amount Rs. Rs. Number % total (In Rs.) % of total Upto and above Total (ix) Registrars and Transfer Agents (Share transfer and communication regarding : Adroit Corporate Services Pvt. Ltd. 19, Jafer Bhoy Industrieal Estate, 1 st (x) SHARE TRANSFER SYSTEM the date of receipt, subject to the documents being clear in all respects. The Company has, as per SEBI guidelines with effect from 11 th transferee. In case the transferee wishes to dematerialize the share he can approach a Depository Participant (DP) with dematerialize the shares within 21 days of Demat request Received. 14

18 SPLASH MEDIA & INFRA LIMITED (xi) SHARE HOLDING AS ON 31 ST MARCH Category No. of Shares Percentage Promoters Mutual Funds / UTI & Banks Private Corporate Bodies Resident Individuals NRIs / FIIs Other Total : (xii) DEMATERIALISATION OF SHARES: st March, Trading in Equity shares of the Company is permitted only in dematerialized form w.e.f. 26 th issued by the Securities and Exchange Board of India (SEBI). (xiii) LIQUIDITY: Relevant data of the average daily working days turnover for the Financial Year is given below: BSE Limited Shares (in lakhs) : 1.89 Amount (in Rs. lakhs) : (xiv) INVESTOR CORRESPONDENCE FOR TRANSFER / DEMATERILISATION OF SHARES AND ANY OTHER QUERY RELATING TO THE SHARES OF THE COMPANY: For Shares held in Physical form Adroit Corporate Services Pvt. Ltd. 19, Jafer Bhay Industrial Estate, 1 st Floor, Makwana Road, Marol Naka, Andheri (E), Mumbai Any query on Annual Report: Shares held in Demat Form To the Depository Participant. SPLASH MEDIA & INFRA LTD. Flat No 1006, Piccadilly - 3 Co op Hsg Soc Ltd, Royal Palm Mayur Nagar, Aarey Milk Colony, Goregaon (E), Mumbai

19 Annual Report To The Members, SPLASH MEDIA & INFRA LTD. AUDITORS REPORT ON CORPORATE GOVERNANCE We have examined the compliance of conditions of Corporate Governance by Splash Media & Infra Ltd., for the year ended on 31 st March, 2014, as stipulated in Clause 49 of listing agreement of the said Company with stock exchange. The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate In our opinion and to the best of our information and according to the explanations given to us we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. As required by the Guidance Note issued by the Institute of Chartered Accountants of India we have to state that no investor grievances were pending for a period of one month against the company as per the records maintained by the Share transfercum-investors Grievance Committee. effectiveness with which the management has conducted the affairs of the Company. For M/S S A R A & Associates Chartered Accountants Place: Mumbai Dated: Sd/- Ramawatar Sharma Partner 16

20 SPLASH MEDIA & INFRA LIMITED To The Board of Directors Splash Media & Infra Limited. Dear Sirs, CEO/CFO CERTIFICATION st March 2014 and to the best of our knowledge and belief that: i. These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; ii. These statements together present a true and fair view of the company s affairs and are in compliance with existing accounting standards, applicable laws and regulations; iii. No transactions entered into by the Company during the above said period which Is fraudulent, illegal or volatile of the company s code of conduct. We have indicated to the auditors that: vi. There is no instances of fraud of which we have become aware and the involvement therein, if any, of the management or an For Splash Media & Infra Limited Place: Mumbai Date: Sd/- Alka Lath Whole Time Director 17

21 Annual Report INDEPENDENT AUDITOR S REPORT To, The Members of SPLASH MEDIA & INFRA LIMITED, REPORT ON THE FINANCIAL STATEMENTS We have audited the attached Financial Statements of SPLASH MEDIA & INFRA LIMITED MANAGEMENT S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the AUDITOR S RESPONSIBILITY with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply are free from material misstatement. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the company s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the BASIS OF QUALIFICATION Contravention of Accounting Standard 26 on Intangible Assets. of accounts and as per the company s policy, the same are to be amortised over a period of 5 years. This is in Contravention of Accounting Standard 26 on Intangible Assets. OPINION In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Act in the manner so required, and give a true and fair view Paragraph, in conformity with the accounting principles generally accepted in India: (i) In the case of Balance Sheet; of the State of affairs of the company as at 31st March, 2014; PROFIT for the year ended on that date; (iii) In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date. 18

22 SPLASH MEDIA & INFRA LIMITED REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS 1. As required by the companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of section 227 (4A) of the Act is applicable to the company.. 2. As required by section 227(3) of the Act, we report that: a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of the audit; b. In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books; with the books of accounts; Accounting Standards referred to in sub-section (3C) of section 211 of the Act,1956 except AS 26 regarding preliminary expenses recognized as intangible assets and not written off entirely. Had the preliminary expenses been `11,75,740/-. e. On the basis of the written representation received from the Directors as on and taken on record by the Board of of Clause (g) of Sub-section (1) of section 274 of the Act, A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company. For S A R A & ASSOCIATES Chartered Accountants Firm Registration No.: W Sd/- Ramawatar Sharma Partner Membership No Place : Mumbai Date : 30 th May

23 Annual Report ANNEXURE TO THE AUDITORS REPORT Referred to in paragraph 3 of our report of even date on the accounts for the year ended 31 st March, 2014 of SPLASH MEDIA & INFRA LIMITED. On the basis of such checks as we considered appropriate and in terms of information and explanations provided to us state that: 1) assets. b) b) No substantial part of Fixed Assets has been disposed off during the year, which has bearing on the going concern assumption. 2) The Company does not have any inventory. Therefore the provision of clause 4 (ii) (a), (b), (c) of Companies (Auditor s Report) Order, 2003 are not applicable to the Company. 3) section 301 of the Companies Act, The Company has not taken interest-free unsecured loans from shareholders/directors Consequently the provisions of clauses 3)(b),3)(c) and 3)(d) of the order are not applicable to the company. b) According to the information & explanations given to us and on the basis of our examination of the books of account, the company has not taken loans from Companies, Firms or other parties listed in the register maintained under section 301 of the Companies Act,1956. The sub clauses (f) & (g) are not applicable to the Company. 4) In our opinion and according to the information and explanations provided by the company, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business. During the course of audit, we have not observed any continuing failure to correct major weakness in internal controls. 5) a) In our opinion and according to the information and explanations provided by the company, we are of the opinion that the transactions that need to be entered into the register maintained u/s 301 of the Companies Act 1956 have been so entered. b) According to the information and Explanations given to us, there are no transactions made in pursuance of contracts or arrangements which need to be entered in the register maintained under Section 301 of the Companies Act, ) In our opinion and according to the information and explanations provided by the company, the Company has not accepted any deposits from Public and therefore the provisions of Sec. 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules 1975 are not applicable. 7) The company has adequate internal control procedures commensurate with the size of the company and the nature of its business. 8) The Central Government has not prescribed maintenance of cost records by the company under clause (d) of sub-section (1) of section 209 of the Companies Act, ) a) According to the information and explanations provided by the company, the company has been generally regular in depositing with appropriate authorities, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees` State Insurance, Income Tax, Wealth Tax, Custom Duty, Cess,Service Tax and any other statutory dues applicable to it and no undisputed amount payable in respect of Income tax, Wealth tax, Sales tax, Customs Duty, Excise duty and Cess were in arrears, as at 31 st March, 2014 for a period of more than six months from the date they became payable. 20

24 SPLASH MEDIA & INFRA LIMITED b) Based on our Audit procedures and according to the information and explanations provided by the company, there are no dues outstanding in respect of Income Tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty, and Cess which have not been deposited on account of any dispute. 11) Based on our Audit procedures and according to the information and explanations provided by the company, the company 12) According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities. 13) Based on our Audit procedures and according to the information and explanations provided by the company, the company is Report) Order, 2003 are not applicable to the company. 14) Based on our examination of the records and evaluations of the related controls, we are of the opinion that the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company. 15) In our opinion and according to the information and explanations provided by the company, the company has not given any 16) Based on our Audit procedures and on the information given by the management, we report that the Company has not taken any term loans during the period. 17) Based on our Audit procedures and explanations given to us and on the basis of our examination, The Company has not raised short-term and long-term funds during the year and hence the use of such funds for the long term & short-term investments does not arise. 18) Based on our Audit procedures performed and the information and explanations given to us, the company has not made any preferential allotment of equity shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the period. 19) The Company has not issued any secured debentures during the period. 20) The Company has not raised any money by public issue of any securities during the year. 21) Based on our Audit procedures performed and the information and explanations provided by the company, no fraud on or by the company has been noticed or reported during the course of our audit. For S A R A & ASSOCIATES Chartered Accountants Firm Registration No.: W Sd/- Ramawatar Sharma Partner Membership No Place : Mumbai 21

25 Annual Report Balance Sheet as at March 31, 2014 (Amount in INR) Particulars Note No. As at March 31, 2014 As at March 31, 2013 I Equity & Liabilities 1. Shareholders' funds (a) Share Capital 2 93,720,000 93,720,000 (b) Reserves and Surplus 3 27,532,298 25,422,630 (c) Money received against share warrants ,252, ,142, Share application money pending allotment - 3. Non - Current Liabilities (a) Long -Term Borrowings - - (b) Deferred Tax Liabilities (Net) 14,195 91,350 (c) Other Long - Term Liabilities 4 105, ,740 (d) Long - Term Provisions , , Current Liabilities (a) Short - Term Borrowings 5 6,522,149 3,764,018 (b) Trade Payables 6-2,773,135 (c) Other Current Liabilities 7 185,036 10,150,378 (d) Short - Term Provisions 8 364,810 2,447,537 7,071,995 19,135,068 TOTAL 128,443, ,666,788 II Assets 1. Non - Current Assets (a) Fixed Assets 9 (i) Tangible Assets 301, ,918 (ii) Intangible Assets - - (iii) Capital Work-in-Progress - - (b) Non - Current Investments - - (c) Long - Term Loans and Advances 10 63,100,304 62,536,920 (d) Other Non - Current Assets 11 55,218,872 63,296, ,620, ,163, Current Assets (a) Inventories - - (b) Trade Receivables (c) Cash and Cash equivalents 13 9,310,184 8,701,448 (d) Short - Term Loans and Advances ,000 3,485,893 (e) Other Current Assets , ,338 9,823,119 12,503,679 TOTAL 128,443, ,666,788 1 As per our report of even date For S A R A & ASSOCIATES Chartered Accountants Firm Regn.No W Sd/- Ramawatar Sharma Partner Membership No Place : Mumbai Date : 30 th May 2014 For & on behalf of the Board Splash Media & Infra Limited Sd/- Director Sd/- Director 22

26 SPLASH MEDIA & INFRA LIMITED (Amount in INR) Particulars Note No. For the year ended March 31, 2014 For the year ended March 31, 2013 I Revenue from Operations 16 2,134,824 6,705,597 II Other Income 17 2,711, ,139 III Total Revenue (I + II) 4,846,619 7,631,736 IV Expenses Operating Expenses ,609 1,231,653 Finance Costs , ,391 Depreciation and Amortization Expense 9 28,225 28,225 Other Expenses 20 2,055,429 1,624,116 Total Expense 3,268,344 3,153,385 V 1,578,275 4,478,351 Items and Tax (III-IV) VI Exceptional Items - - VII 1,578,275 4,478,351 VIII Extraordinary Items - - IX 1,578,275 4,478,351 X Tax Expense: (a) Current Tax 635,000 1,382,461 (b) Deferred Tax (77,155) (14,016) (c) Tax of Earlier Year - 2,630 (d) MAT Credit Entitlement ,845 1,371,075 XI 1,020,430 3,107,276 Operations (IX - X) XII - - Operations XIII Tax Expense of Discontinuing Operations - - XIV - - (After Tax) (XII-XIII) XV 1,020,430 3,107,276 XVI Earnings Per Equity Share 21 (Face Value ` 1/- Per Share): Basic (`) As per our report of even date For S A R A & ASSOCIATES Chartered Accountants Firm Regn.No W Sd/- Ramawatar Sharma Partner Membership No Place : Mumbai Date : 30 th May 2014 For & on behalf of the Board Splash Media & Infra Limited Sd/- Director Sd/- Director 23