DIRECTOR REPORT
To,

The Members,

AMAGI MEDIA LABS PRIVATE LIMITED
Raj Alkaa Park, Sy. No. 29/3 & 32/2, 4th floor,
Kalena Agrahara Village, Begur Hobli,
Bengaluru (K.A) – 560 076

The Directors present herewith the 13th Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2021.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

There has been no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of this report.

STATE OF COMPANY’S AFFAIR AND FUTURE OUTLOOK:
During the Financial year under review, the Company has earned Revenue from operations  INR 2,192,913,351 (Consolidated) and INR 1,821,813,789 (Standalone) compared to Revenue from Operations INR 960,967,197 (Consolidated) and INR 912,304,715 (Standalone) earned in the previous financial year. The company also earned other income amounting to            INR 18,752,507 (Consolidated) and INR 9,185,375 (Standalone) in the year under review.
The Total expenditure incurred by the company for the year under review amounted to      INR 1,979,400,980 (Consolidated) and INR 1,713,790,059 (Standalone) compared to         INR 1,151,569,636 (Consolidated) and INR 1,143,213,047 (Standalone) incurred in the previous year. The Net Profit after tax earned by the company amounted to                  INR 207,166,168 (Consolidated) and INR 117,209,105 (Standalone) compared to loss for the previous year sustained by the company INR 186,852,946 (Consolidated) and INR 218,083,406 (Standalone).
The Board of Directors are confident of better performance during the current year.

DIVIDEND:

The Board of Directors are not recommending any dividend.

AMOUNTS TRANSFERRED TO RESERVES AND SURPLUS:

During the F.Y 2020-21 Profits after Tax amount was transferred to Reserve and Surplus account.

CHANGE OF NAME:

During the year under review, the Company has neither proposed nor changed its name.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Director’s of the Company is duly constituted as per the Companies Act, 2013 and there were no changes reported in the Board of Directors during the financial year.

The composition of the Board of Directors of the Company as on March 31, 2021 and up to the date of signing the Board Report is as under:

MEETINGS:

The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. The Board of Directors met Four (4) times in the financial year 2020-2021. The details of the dates of meeting and Directors attendance are as below:

P - Attended   N.A : Not Applicable Ab: Absent


DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY:

The provisions relating to Independent Directors are not applicable to the Company. Also, Company does not have any Independent Director on its Board. Accordingly, declaration by an Independent Directors is not applicable.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Your Company has (3) three Wholly Owned Subsidiaries in the name and style of:

AUDITORS:

At the 11th Annual General Meeting of the Company held on September 30, 2019, the company has appointed M/s S.R. Batliboi & Associates LLP, Chartered Accountants as the Statutory Auditors of the Company for a period of (5) five years in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 till the conclusion of the 16th Annual General Meeting to be held in the year 2024.

There is no qualification, reservation or adverse remark or disclaimer made in the Auditor’s Report, needing explanations or comments by the Board.

DISCLOSURE ABOUT COST AUDIT:
Provisions relating to Cost Audit are not applicable to the Company.

SECRETARIAL AUDIT REPORT:
Provisions relating to Secretarial Audit are not applicable to the Company.

INTERNAL AUDIT:
Provisions relating to internal audit are not applicable to the Company.

SHARE CAPITAL:

Details of changes in capital structure of the Company:

Changes in Authorised share Capital: N.A

Change in issued, subscribed and paid-up share capital: N.A
 
Reclassification or sub-division of the authorised share capital: N.A

Reduction of share capital or buy back: The Company has not bought back any of its securities or carried out any reduction of its securities during the year under review.

Change in the capital structure resulting from restructuring; N.A

Change in voting rights: N.A

Issue of equity shares with differential voting rights: N.A

Issue of shares or other convertible Securities: N.A

Sweat equity
The Company has not issued any Sweat Equity Shares during the year under review.

Bonus shares
No Bonus Shares were issued during the year under review.

Employees Stock Option Plan

The details of the Stock Options as on date:

ESOPs PLAN 2009

ESOPs PLAN 2015

ESOPs PLAN 2017

Shares held in trust for the benefit of employees where the voting rights are not exercised directly by the employee.: Nil

Issue of debentures, bonds or any non-convertible securities: Nil

Issue of warrants: Nil
VIGIL MECHANISM:

Since your Company is not covered under the class or classes of Companies prescribed under Section 177(9) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns have not been established. However, for the better governance, your board shall strive to bring the vigil mechanism in place along with the adequate safeguard to the vigil blower. Your directors will ensure that, as and when vigil mechanism is established, the Vigil Mechanism Policy will be uploaded on the website of the Company.

RISK MANAGEMENT POLICY:

Company does not have any Risk Management Policy in place. Your directors shall strive to implement the same in coming Financial Years.
EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in  Form MGT-9 as a part of this Report as ANNEXURE I.


MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There were no material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which are affecting or likely to affect the financial position of the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

IMPACT OF COVID-19 PANDEMIC ON THE BUSINESS:

It was an affirmative year for us, the pandemic didn’t have any adverse effect on to the Business operations of the Company, and the Company continues to pursue its plans of expansion in the domestic as well as in the International markets to achieve the sustainable and profitable growth.

DEPOSITS:

The Company has not accepted any Deposits within the meaning of Section 73 of the Companies Act, 2013 during the year under review. Hence, disclosure relating to Acceptance of Deposit is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
              
Company has not granted any Guarantee / provided any security during the year under review. Hence, disclosure relating to details of Guarantee / Security provided will not be applicable.

LOANS FROM DIRECTORS AND RELATIVES OF DIRECTORS:

During the year your Company has not obtained any unsecured loans either from Directors or relatives of Directors.  


PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has entered the contracts or arrangements with the related parties at the arm’s length basis during the reporting financial year. The reporting relating to particulars of contracts or arrangements with related parties in Form AOC-2 is attached to this report as ANNEXURE II.

INTERNAL COMPLAINT COMMITTEE - OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every Company is required to set up an Internal Complaints Committee to investigate complaints relating to sexual harassment at workplace of any women employee.

The Company has framed the policy for prevention of Sexual Harassment of Women at workplace and established the committee to oversee compliance of said Act and to prevent any such activities which will results in Sexual Harassment of Women at workplace. During the year under reporting, the Company has not received any complaint of sexual harassment and no complaints of sexual harassment are pending for resolution as on 31st March, 2021.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption, foreign exchange earnings, and outgo are as follows:
(a) Conservation of energy

(b) Technology absorption

(c) Foreign exchange earnings and Outgo:
   
  Inflow : INR 1,741,920,107
  Outflow : INR 310,538,404


CORPORATE SOCIAL RESPONSIBILITY (CSR): 

Since your company has not met any of the criteria specified under the provisions of Section 135 of Companies Act, 2013 or rules made there under, provisions relating to Corporate Social Responsibility are not applicable to the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the Provisions of clause (c) of sub-section (3) of Section 134 read with sub-section (5) of Section 134 of the Companies Act, 2013 the Directors of your Company hereby report:

That, in the preparation of the annual accounts for the financial period ended 31st March, 2021, the applicable accounting standards had been followed along with proper explanation relating to material departures;

That, the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period;

    That, 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;

That, the directors have prepared the annual accounts on a going concern basis; and

That, the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTOR'S DECLARATION:

During the year, notices of all the Board Meetings have been duly served to all the Directors of the Company and notice of the general meeting have been duly served to all the members of the Company. The Board Meetings and General Meeting have been duly convened and held and minutes of Board Meetings and General Meeting have been prepared and maintained as per the provisions of the Companies Act, 2013. The Company has maintained all applicable registers/records and made entries therein within the prescribed time as per the provisions of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The auditors have opined in all material respects, adequate internal financial controls have been established by the Company.


STATEMENT OF COMPLIANCE OF SECRETARIAL STANDARDS:

Secretarial Standard issued and notified by the Institute of Company Secretaries of India has been complied with by the Company during the financial year under review. Further, the Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the sincere and dedicated efforts of all employees. Your Directors would also like to thank the Shareholders, Bankers and other Business associates for their sustained support, patronage, and cooperation.

  

Place : Bengaluru
Date  : November 24, 2021

During the Financial year under review, the Company has earned Revenue from operations INR 2,192,913,351 (Consolidated) and INR 1,821,813,789 (Standalone) compared to Revenue from Operations INR 960,967,197 (Consolidated) and INR 912,304,715 (Standalone) earned in the previous financial year. The company also earned other income amounting to INR 18,752,507 (Consolidated) and INR 9,185,375 (Standalone) in the year under review. The Total expenditure incurred by the company for the year under review amounted to INR 1,979,400,980 (Consolidated) and INR 1,713,790,059 (Standalone) compared to INR 1,151,569,636 (Consolidated) and INR 1,143,213,047 (Standalone) incurred in the previous year. The Net Profit after tax earned by the company amounted to INR 207,166,168 (Consolidated) and INR 117,209,105 (Standalone) compared to loss for the previous year sustained by the company INR 186,852,946 (Consolidated) and INR 218,083,406 (Standalone). The Board of Directors are confident of better performance during the current year.

The details of conservation of energy, technology absorption, foreign exchange earnings, and outgo are as follows: (a) Conservation of energy (i) the steps taken or impact on conservation of energy : Company is very careful in utilizing the energy (ii) the steps taken by the company for utilizing alternate sources of energy : Nil (i the capital investment on energy conservation equipment’s : Nil

Technology absorption (i) the efforts made towards technology absorption : Nil (ii) the benefits derived like product improvement, cost reduction, product development or import substitution : Nil (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported : Nil (b) the year of import; : NA (c) whether the technology been fully absorbed : NA (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof : NA (iv) the expenditure incurred on Research and Development : Nil

Foreign exchange earnings and Outgo: Inflow : INR 1,741,920,107 Outflow : INR 310,538,404

Pursuant to the Provisions of clause (c) of sub-section (3) of Section 134 read with sub-section (5) of Section 134 of the Companies Act, 2013 the Directors of your Company hereby report: (a) That, in the preparation of the annual accounts for the financial period ended 31st March, 2021, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) That, the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period; (c) That, 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; (d) That, the directors have prepared the annual accounts on a going concern basis; and (e) That, the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.