virgo 12-13 · 2013-09-06 · VIRGO GLOBAL MEDIA LIMITED 3 NOTICE Notice is hereby given that the...

VIRGO GLOBAL MEDIA LIMITED

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15th Annual Report

2012-2013


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BOARD OF DIRECTORS

Mr. P Syam Prasad Director

Mr. B V Satya Sai Prasad Director

Mr. Hafeezuddin Shaik Imam Director

Auditors: Bankers:

P. Murali & Company, Syndicate Bank Banjara Hills, HyderabadChartered Accountants, UCO Bank M.G.Road, Hyderabad

6-3-655/2/3,Somajiguda,

Hyderabad – 500 082.

Registered Office: Registrar & Share Transfer Agents

Plot No. 5, Mithila Nagar, Aarthi Consultants Private Limited,

Road No -10, Banjara Hills, 1-2-285, Domalguda,

Hyderabad – 500 034 Hyderabad – 500 029,

Ph. No. 040-27638111/ 23634445

Fax.No. 040-27632184

CONTENTS

Notice — 03Directors’ Report — 05Management Discussion and Analysis — 08Report on Corporate Governance — 10Auditors’ Report — 18Balance Sheet — 23Statement of Profit & Loss — 24Notes to Financial Statements — 25cash flow statment — 33Attendance Slip and Proxy Form — 35

As the members are already aware, the ministry of Corporate Affairs ('MCA') hastaken a “Green Initiative in Corporate Governance “by allowing the companies toservice the documents to its members through electronic mode. Recognizing thespirit of the circulars issued by the MCA, we are now sending this Annual reportcomprising of Notice, Balance sheet, statement of Profit & Loss, Directors’ Report,Auditors’ report, etc. to the email addresses of the members made available to theCompany by the Depositories (CDSL/NSDL) or registered by the members directlywith the Company’s RTA. For those members who have not yet registered theiremail, we are sending the Annual report in physical mode. In case you wish toreceive future communication in electronic mode, kindly register your email addressthrough the following link: http://www.aarthiconsultants.com/GoGreen.php. Pleasenote that as a Member of the Company, you are entitled to receive all suchCommunication in physical form, upon request.


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NOTICE

Notice is hereby given that the FifteenthAnnual General Meeting of the Companywill be held on Saturday, the 28th day ofSeptember 2013 at 2.30 p.m. at Plot No.1 & 9, IDA, Phase II, Cherlapally,Hyderabad - 500 051 to transact thefollowing business:

Ordinary Business:

1. To consider and adopt the AuditedBalance sheet as at 31st March 2013and Statement of Profit and Loss forthe year ended on that date togetherwith the reports of the Director’s andAuditors’ thereon.

2. To appoint a Director in place of Mr.B.V. Satya Sai Prasad, who retiresby rotation and being eligible, offershim-self for re-appointment.

3. To appoint Auditors of the Companyto hold office from the conclusion ofFifteenth Annual General Meetinguntil the conclusion of the SixteenthAnnual General Meeting and to fixtheir re muneration.

“RESOLVED THAT P.Murali &Company (FRN:007257S), CharteredAccountants, Hyderabad be andare hereby re-appointed as StatutoryAuditors of the Company to holdoffice from the conclusion of thismeeting till the conclusion of the nextAnnual General Meeting of theCompany on such remuneration asmay be fixed by the Board of Directorsof the Company.

For and on behalf of the BoardSd/-

P Syam PrasadDirector

Place: SecunderabadDate: 12.08.2013

Notes:-A. A Member entitled to attend and

vote at the Annual General Meeting[the Meeting] is entitled to appointa proxy to attend and vote on apoll instead of himself and the proxyneed not be a member of theCompany. The Proxy, in order to beeffective, must be deposited at theRegistered Office not less thanForty Eight Hours before theMeeting.

B. The Register of Members and ShareTransfer Books of the Company shallremain closed from, September23rd 2013 to, September 28th

2013 (both days inclusive) for thepurpose of ensuing Annual GeneralMeeting.

C. The members are requested to

i) Quote Ledger Folio/Client ID inall the correspondence.

ii) Bring the copy of the AnnualReport and attendance slip withthem to the Annual GeneralMeeting and to deposit the sameduly filled in and signed forattending the meeting.

D. Shareholders holding shares inphysical form are requested toadvise any change of addressimmediately to company’s Registrarand Share Transfer Agent, AarthiConsultants Private Limited,Hyderabad. Shareholders holdingshares in electronic form must sendthe advice about change in addressto their respective DepositoryParticipants and not to theCompany.


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E. Members seeking any informationwith regard to accounts arerequested to write to the Companyat least 10 days in advance of themeeting to enable the managementto keep the information ready.

F. Under Section 109A of theCompanies Act, 1956 shareholdersare entitled to make nomination inrespect of shares held by them inphysical form. Shareholders desirousof making nominations are requestedto send their requests in Form 2B(which will be made available on

ADDITIONAL INFORMATION ON DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING:

(Pursuant to Clause 49 of the Listing Agreement)

request) to the Registrars andTransfer Agents, M/s. AarthiConsultants Private Limited,Hyderabad.

G. At the ensuing Annual GeneralMeeting Mr. B.V. Satya Sai Prasadshall retire by rotation and beingeligible, offers himself for re-appointment. Pursuant to clause 49of the listing agreement, theparticulars of Directorsrecommended for appointment /Re-appointment are given hereunder:

Name of Director : Mr. B.V. Satya Sai Prasad

Date of Birth : 29th August 1961

Date of Appointment : 19th February, 2011

Qualifications : Bachelor of Commerce

Expertise in specific functional areas :

List of other companies in which : Sai Rayalaseema Paper Mills Ltd directorship held

List of the Committees of other : NIL Companies in which chairmanship/ Membership held

Chairman/Member of the Committees : Member of Audit Committee and of the Company Shareholder & Investors Grievance

Committee

Shareholding in the Company : NIL

Relationship between Directors inter - se : No

He has over 25 years of rich exp-erience in the areas of forming,mining, property development,and general management, legal.


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Directors’ Report

ToThe MembersVIRGO GLOBAL MEDIA LIMITED

Your Directors have pleasure in presenting the Fifteenth Annual Report of yourcompany and the Audited Financial Accounts for the year ended on March 31,2013.

Financial Results ` In Lakhs

Particulars 2012-13 2011-12

Net Sales/Income from Operations 6.75 7.35

Other Income 2.22 2.58

Total Income 8.97 9.93

Financial Expenses 0.27 0.32

Depreciation and Write Offs 0.23 0.30

Other Expenses 5.62 6.02

Provision for taxation 0.94 0.42

Profit/(Loss) 1.91 1.21

Equity Share Capital(1,05,04,300

Shares of Rs 4/- each) 420.17 420.17

Review of Operations:

During the year under review, yourCompany had earned a total income of Rs8.97 Lakhs as against Rs 9.93 Lakhs duringthe previous year and the Net Profit forthe current year was Rs. 1.91 lakhs asagainst a Net Profit of Rs. 1.21 Lakhs forthe corresponding period. The Totalincome includes other income of Rs. 2.22Lakhs. Despite the serious efforts thathave been put by the Management, YourCompany could not succeed in gettingnew business opportunities in Media andBroadband Internet Segments, due toglobal economic slowdown and lack ofadequate resources at the disposal of theCompany. Your Company is consideringvarious other options, details of whichwould be communicated to the Membersin due course.

Fixed deposits:

The Company has not accepted any FixedDeposits, falling with in the purview ofSection 58A of the Companies Act, 1956.

Auditors:

M/s. P. Murali & Company (FRN: 007257S),Chartered Accountants, StatutoryAuditors of the Company holds office inaccordance with the provisions of theCompanies Act, 1956 upto the conclusionof this Annual General Meeting and areeligible for re-appointment.

Directors:

At the ensuing Annual General MeetingMr. B.V. Satya Sai Prasad retires byrotation and being eligible, offered himselffor re-appointment.


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Stock Exchange Listing:

Presently, the Equity Shares of theCompany are listed on Bombay StockExchange Limited [BSE]. The Companyconfirms that it has paid Annual Listing Feesdue to BSE for the financial year 2013-14.

Director’s Responsibility Statement:

In accordance with the Section 217(2AA)of the Companies Act, 1956, the Board ofDirectors confirms that:

a) In the preparation of the Accountsfor the twelve months period endingMarch 31, 2013; the applicableaccounting standards have beenfollowed and there are no materialdepartures there from.

b) They have selected such accountingpolicies in consultation with StatutoryAuditors of the Company and appliedconsistently and judgments andestimates have been made that arereasonable and prudent so as to givea true and fair view of the state ofaffairs of the Company as at March31, 2013 and of the profit of theCompany for the financial year.

c) They have taken proper and sufficientcare to the best of their knowledgeand ability for the maintenance ofadequate accounting records inaccordance with the provisions of theCompanies Act, 1956. They confirmthat there are adequate systems andcontrols for safeguarding the assetsof the Company and for preventingand detecting fraud and otherirregularities.

d) They have prepared accounts for theyear ended March 31, 2013 on a goingconcern basis.

Corporate Governance and Mana -gement Discussion and AnalysisReport:

A separate report on CorporateGovernance along with Auditors’Certificate on its compliance andManagement Discussion and Analysisforming part of this report are annexedhereto.

Particulars of Employees:

None of the employees are drawingremuneration in excess of the limitsprescribed under section 217(2A) of theCompanies Act, 1956 read with theCompanies (Particulars of Employees)Rules, 1975 as amended.

Particulars in respect of Conservation ofEnergy, Technology Absorption andForeign Exchange Earnings and Outgorequired under Companies (Disclosure ofparticulars in the Directors Report) Rules1988:

A. Conservation of Energy:- TheCompany is not a manufacturingCompany and hence the details inrespect of the above are not

applicable.

B. Technology Absorption:- YourCompany is committed to use stateof Art technology for improving thequality of its services.

C. Research and Development:-Your Company has not undertakenany R&D activity in any specific areaduring the year under review.

D. Disclosure of Particulars relatingto Foreign Exchange Earningsand Outgo:- Your Company’sOperation did not result into anyForeign Exchange earnings or outgo.


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Acknowledgements

Your Directors gratefully acknowledge and appreciate the support extended by theSyndicate Bank, UCO Bank various departments of Central and State Governments,SEBI and Stock Exchanges. Your Directors express their grateful thanks to our valuedshareholders for the trust and confidence reposed in the Company.

For and on behalf of the Board

Sd/- Sd/-

P Syam Prasad B V S S Prasad

Director Director

Place: Secunderabad

Date : 12.08.2013


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MANAGEMENT DISCUSSIONANALYSIS AND BUSINESS OUTLOOK

(This review contains Management’sdiscussion of the Company’s operationalresults and financial condition, and shouldbe read in conjunction with theaccompanying audited financialstatements and associated notes).

INDUSTRY STRUCTURE, DEVELOPMENTAND OUTLOOK:-

India Presents a robust growthopportunities,driven by economic growth,increasing urbanization rising income levelsand a large youth population.The Indiantelecommunication sector has registereda phenomenal growth during the past fewyears and has emerged as the secondlargest network in the world. On back ofongoing investments into infrastructure,the country is projected to witness highpenetration of Internet, broadband, andmobile subscribers in the near future, asper an RNCOS report.

The Internet Industry consists ofcompanies that provide a wide variety ofproducts and services primarily onlinethrough their Web sites. Operationsinclude, but are not limited to, searchengines, retailers, travel services, as wellas dial-up and broadband access services.The industry is not particularly capitalintensive, although some participants mustcontinually invest in their operations toremain competitive.

Companies in the Internet Industryoperate in a highly competit iveenvironment, subject to rapidtechnological change. Barriers to entryvary, depending upon the particularmarkets served. Internet companiesoperate on the global stage, and resultsoften depend upon the performance ofoverseas markets and currencyexchange rates. Moreover, weaknessin the retail economy or lower onlineadvertising expenditures can hinder the

performance of many participants. Still,long-term prospects for the industry arefairly encouraging. Trends such asincreasing worldwide Internet usage,overseas expansion, and the continuedpopularity of online advertising ought tofurther benefit companies in this industry.As a result, many industry participantsseem well-positioned in attractivemarkets. Given the dynamic nature of theInternet industry, companies mustinnovate to remain competitive. This cansimply mean offering customers newproducts and services. However, industryparticipants must also position themselvesto benefit from technologicaldevelopments, and the creation orexpansion of markets.

Opportunities, Threats, Risks andConcerns:

India is expected to have 130.6 millionmobile internet users by March 2014, asper a joint study by the Internet andMobile Association of India (IAMAI) andIndian Market Research Bureau (IMRB).The mobile value-added services (MVAS)market by using the internet is expectedto reach US$ 9.5 billion in 2015, from US$4.9 billion in 2013, stated a joint researchreport by Wipro Technologies and theInternet and Mobile Association of India(IAMAI). India will add more Internet usersthan any country in the world over thenext three years, as average penetrationrises from 10 per cent to 28 per cent,” asper McKinsey and Co report. Besides, withincreased Internet penetration, 22 millionjobs would be created by 2015.

The telecommunications industryattracted foreign direct investments (FDI)worth US$ 12,856 million between April2000 to March 2013, an increase of 7 percent to the total FDI inflows in terms ofUS$, according to data published byDepartment of Industrial Policy andPromotion (DIPP). There are very goodopportunities in this industry for all


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companies. For large ISPs, relationshipswith telcos are becoming manifold. Telcosare being entering the market, and ISPsdo not want to run the risk of losing outto the telcos, so many partnerships arise.Mergers with content providers are alsooccurring. This is the easiest way for bothtypes of company to make their way intothe other‘s market.

The major driving forces for InternetService Provider Companies include growinguse of the internet and emerging newinternet technology applications;increasing globalization of the industry;changes in the long term industry growthrate; technological change andmanufacturing process innovation;marketing innovation; changes in cost andefficiency; regulatory influences andgovernment policy changes.

The key factors for success of a PrivateISP will be a technical edge, financialcapability to sustain losses over at leastfew years, high marketing and promotionalbudgets, strategic alliances with ancillaryservice providers, and lobbying power withthe central and state governments.

On the other hand, rivalry within theindustry; threat of Substitute Products;threat of New Entrants; bargaining powerof Suppliers; bargaining Power of Buyersare some of the risks that the Industry isfacing. Because of these risks, somecompanies are even opting out of thisIndustry by changing their line of business.

And, broadly speaking, ISPs face threats/challenges in four inter-related areas:

1. Customer Relations;2. Technology;3. Regulatory Framework; and4. Resources

Analysis of financial performance of thecompany

In continuation to the previous annualreport, even during the year under report,

the Company had very lean operationsas most of the Company’s new businessopportunities could not materialize. Thus,your company’s total income was Rs.8.97lakhs as against Rs. 9.93 lakhs duringthe previous year and the net profit wasRs.1.91lakhs as against a net profit ofRs. 1.21 lakhs for the corresponding period.

Liquidity and capital resources:

There are no significant changes inShareholders’ funds and loan funds duringthe financial year 2012-13.

Internal control systems and theiradequacy

The internal audit and other internalcontrols and internal checks implementedin the Company are adequate andcommensurate with the size and natureof operations providing sufficientassurance and safe guarding all assets,authorizing all transactions and itsrecording and reporting properly andtimely. The Audit Committee constitutedby the Board of Directors reviews regularlythe financial and other related aspectsas per the requirements of the CorporateGovernance.

Cautionary Statement

Statements in the ManagementDiscussion and Analysis describing theCompany’s Objectives, projections,estimates, expectations may be forwardlooking statements within the meaning ofapplicable securities laws and regulations.Actual results would differ materially fromthose expressed or implied. Importantfactors that could make a difference tothe Company’s operations includeeconomic conditions affecting demand,supply and price conditions in thedomestic/overseas markets in which theCompany operates, changes in theGovernment regulations, tax laws andother statutes and other incidentalfactors.


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CORPORATE GOVERNANCECompany’s Philosophy

The Company believes that good corporategovernance practices enable themanagement to direct and control theaffairs of the Company in an efficientmanner and to achieve the Company’s goalof maximizing value for all its stake holders.

The board considers itself as a trustee ofits shareholders and acknowledges itsresponsibilities to the Shareholders forcreating and safeguarding shareholderswealth, while upholding the core values oftransparency, integrity, honesty andaccountability.

The Company’s code of conduct servesas a guide to the employees on the values,ethics and business principles expected ofthem.

The Company is committed to the bestgovernance norms. It strongly believes insetting the high standards in all itsendeavors.

Board of Directors

The Board of Virgo Global Media comprisedof three directors as on August 12, 2013and out of these three Non ExecutiveDirectors, two are Independent.Accordingly, the composition of the Board

is in conformity with Clause 49 of thelisting agreement entered with StockExchange.

The Directors bring with them rich andvaried experience in different fields ofcorporate functioning. The Board meetsat regular intervals for planning, assessingand evaluating all important businessactivities.

None of the Directors on the Board is amember on more than 10 committees orChairman of more than 5 committees asspecified in clause 49, across all theCompanies in which he is a Director.Necessary disclosures regardingCommittee positions have been made bythe Directors.

The names and categories of theDirectors on the Board, their attendanceat Board meetings held during the yearand the number of Directorships andCommittee memberships held by them inother companies is given below. Otherdirectorships do not include alternatedirectorships, directorships of privatelimited Companies and companiesincorporated outside India. Chairmanship/ membership of Board committees includemembership of Audit and Shareholders/Investor Grievance Committee.

-

-

No. of Board

Meetings

attended

during the

year 2012-13

Chairman Member

Mr. P Syam

Prasad

Non Independent,

Non - Executive

Director

4 Yes - -

Mr. B V S S

Prasad

Independent

Director4 No 1 1 1

Mr. Hafeezuddin

Shaik Imam

Independent

Director4 yes - -

Name Category

Whether

Attended AGM

held on

29.09.2012

No. of

Directorships in

other public

Companies

No. of committee

positions held in other

public Companies


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Four Board meetings were held duringthe year ended March 31, 2013 andthe gap between any two successivemeetings did not exceed four months.The dates on which the Board meetingswere held are as follows:

May 28, 2012; August 14, 2012;November 10, 2012 and February 12,2013.

None of the Non-Executive Directorshave any material pecuniary relationshipwith the Company.

Necessary information as mentioned inAnnexure 1A to clause 49 of the listingagreement has been placed before theBoard for their consideration.

Audit Committee

The Audit Committee of the Companyconsists of 3 directors, out of whom 2are independent Directors including theChairman, who has related financialmanagement expertise. All the Membersof the committee are financially literate.Accordingly, the composition of thecommittee is in conformity with Clause49 of the listing agreement entered withStock Exchange. The Audit Committeeof the Board is responsible for oversightof the Company’s financial reportingprocess and the disclosure of its

financial information to ensure that thefinancial statements are correct,adequate and credible; and reviewingwith management the annual financialstatements before submission to theBoard. The Committee periodicallyreviews with the management theadequacy of internal control systems.The Committee periodically interactswith the internal auditors to review themanner in which they are performingtheir responsibilities. The Committeeholds discussion with external auditorsbefore the commencement of statutoryaudit on the nature and scope of auditand ascertains any areas of concern andreviews their written comments. TheCommittee reviews the financial and riskmanagement policies of the Company.The Committee has full access tofinancial data and to the company’sstaff. The Committee also reviews thequarterly financial statements beforethey are submitted to the Board.Related party transactions entered intoby the company, if any, are placed beforethe Audit committee for its review onquarterly basis. The last Annual GeneralMeeting of the Company was held onSeptember 29, 2012. The compositionof the Audit Committee and particularsof meetings attended by the membersare as follows:

Name Category No.of Meetings during the year 2012-13

Held Attended

Mr. B V S S Prasad Independent 4 4

Mr. P Syam Prasad Non Independent Non-Executive 4 4

Mr.Hafezuddin Shaik Independent 4 4

Imam


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Four Committee meetings were heldduring the year ended March 31, 2013i.e. on May 28, 2012; August 14, 2012;November 10, 2012 and February 12,2013.

The necessary quorum was present atall meetings.

Remuneration Committee

The Company does not have a‘Remuneration Committee’. The Board ofDirectors of the Company recommendedthat all such items that may be requiredto be discussed at a meeting ofRemuneration Committee could beconsidered at a meeting of the Board ofDirectors.

As on March 31, 2013, no Director ofthe Company holds any shares of theCompany to report.

No remuneration or sitting fee is paid toany Director and there are no pecuniaryrelationships or transactions enteredwith the non-executive directors’ vis-à-vis the company.

Investors’ Grievance & ShareTransfer Committee

The Company has a Shareholders’/Investors’ Grievance Committee toperform all the functions relating tohandling of all sorts of shareholders’grievances like non-transfer of shares,loss of share certificates, non-receipt ofnotices/annual reports etc., and to lookafter share transfers/transmissionsperiodically. The Committee inter-alia alsoapproves issue of duplicate sharecertificates and oversees and reviews allmatters connected with the securitiestransfers.

The shareholders/Investors GrievanceCommittee of the Company consists ofthree directors, two of which areindependent Directors.

The Composition of the shareholder/investors Grievance Committee and thenumber of meetings attended by itsmembers is given below.

Name Category

Mr. BVSS Prasad, Independent,

Chairman Director

Mr. P Syam Prasad NonIndependent,non-ExecutiveDirector

Mr. Hafeezuddin Independent,

Shaik imam. Director

Four Committee meetings were heldduring the year ended March 31, 2013i.e. on May 28, 2012; August 14, 2012;November 10, 2012 and February 12,2013.

There were no complaints at thebeginning of the year and the companyhas not received any complaints fromits members during the year.

General Body Meetings

General Body Meetings : The last threeannual general meetings were held atPlot No. 1 & 9, IDA, Phase II, Cherlapally,Hyderabad – 500 051 as detailed below:

Location, date and time of last threeAnnual General Meetings:

Year No. of Meeting Day, Date and Time of the Meeting

2011-12 14th AGM Saturday, the September 29, 2012

at 3.00 P.M.

2010-11 13th AGM Friday, the September 30, 2011

at 3.00 P.M.

2009-10 12th AGM Wednesday, the September 29, 2010

at 3.00 P.M.


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During the last three Annual General Meetings of the Company, the members havepassed the following Special resolutions:

No. of AGM Item on which special resolution passed

14th AGM Nil

13th AGM 1. Alteration of Authorized Shares capital of thecompany under section 94(1) (d).

2. Alteration of Articles of Association of the company

under Section 31 (1)

12th AGM Nil

All the above resolutions were passed with requisite majority

No Special Resolution, which requires approval through postal ballot, is proposed tobe conducted at the ensuing Annual General Meeting.

Disclosures

i. There are no materially significantrelated party transactions of theCompany with Promoters, directorsor the Management or their relativeswhich have potential conflict withthe interest of Company at large.

ii. There were no cases of non-compliance by the Company,penalties, strictures imposed on theCompany by stock exchanges or SEBIor any statutory authority, on anymatter related to capital markets,during the last three years endedMarch 31, 2013.

iii. The Company is in compliance withall the mandatory requirements andyet to fulfill the non-mandatoryrequirements including Whistle BlowerPolicy as prescribed in Annexure 1 Dto Clause 49 of the Listing Agreementof the Stock Exchange.

iv. Code of conduct: The code ofconduct as adopted by the Board ofDirectors is applicable to all directors,senior management and employeesin above officers’ level. The primepurpose of the code is to create an

environment wherein all the BoardMembers and Senior Management ofthe Company maintain ethicalstandards and to ensure complianceto the laid down ethical standards.The company is under process ofdeveloping its website and once thesame is done it undertakes to placethe same in the website.

v. Compliance: At every Boardmeeting, a statement of Compliancewith all laws and regulations ascertified by the Director is placedbefore the Board for its review. TheBoard reviews the compliance of allthe applicable laws and givesappropriate directions wherevernecessary.

vi. Risk Management: The Boardregularly discusses the significantbusiness risks identified by themanagement and the mitigationprocess being taken up.

vii. Preferential Issue Proceeds: TheCompany did not raise any fundsduring the year under preferentialissue mode.


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viii. CEO & CFO Certificate: Thecertificate as contemplated in Clause49 of the listing agreement wasplaced before the Board for itsnoting, in its meeting held forapproval of audited financialstatements of the Company.

ix. Secretarial Audit: A firm ofpracticing Company Secretariescarried out a secretarial audit toreconcile the total admitted capitalwith National Securities DepositoryLimited (NSDL) and CentralDepository services (India) Limited(CDSL) and the total issued and

listed capital. The audit confirmsthat the total issued / paid-upcapital of the Company is inagreement with the total numberof shares in physical from and thetotal number of dematerializedshares held with NSDL and CDSL.

Means of Communication

The quarterly, half-yearly andannual results of the Company arepublished in leading newspapers inIndia which include, the TheFinancial Express (Nationalnewspaper) and Surya (regionalnewspaper).

General Shareholder’s information

i) Annual General Meeting

Date : September, 28 2013

Time : 2.30 P.M

Venue : Plot No. 1 & 9, IDA, Phase II,

Cherlapally, Hyderabad – 500 051.

As required under Clause 49 VI (A), particulars of Directors seeking re-appointment

are given in the notes to the notice calling the Annual General Meeting to be held

on September 28, 2013.

ii) Financial Calendar :

Year ending : March 31, 2013

AGM : September 28, 2013

iii) Date of Book Closure : 23.09.2013 to 28.09.2013

(Both days inclusive)

iv) Listing on Stock Exchange : The Bombay Stock Exchange Limited

v) Stock Code / Symbol : BSE : 532354

vi) International Securities

Identification Number

(ISIN) allotted to the

Company’s Shares : INE400B01020

vii) Market Price Data: High, Low ( Based on the closing prices)and number of

shares traded during each month in the last financial year on the Bombay

Stock Exchange Limited:


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Month High Low Volume

April 2012 1.56 1.13 4,089May 2012 2.45 1.63 28,426June 2012 2.21 1.89 3,586July 2012 1.96 1.54 10,346August 2012 1.60 1.29 10,092September 2012 1.41 1.13 30,305October 2012 1.40 1.16 5,832November 2012 1.29 1.14 10,331December 2012 1.61 1.18 20,488January 2013 1.14 1.02 4,250February 2013 1.10 0.98 11,663March 2013 0.99 0.77 7,406

BSE

viii) Registrar and Transfer Agents :Name & Address : Aarthi Consultants Private Limited,

1-2-285, Domalguda, Hyderabad – 500 029,Tel: 91 - 40-27638111/ 4445;Fax: 91 - 40-27632184E-mail: [email protected] Person: Mr. Bhaskara Murthy

ix) Share Transfer System:

The Company’s shares are traded in the stock exchanges compulsorily inDematform. The Company’s Registrar and Transfer agent is the common agency tolook after physical and Demat share work. The shares lodged for transfer atthe registrar are processed and returned to shareholders within the stipulatedtime.

x) Shareholding (as on March 31,2013):

a) Distribution of shareholding

Category No. of Shareholders No. of Shares

Total % Total %

1 – 5000 4955 87.1 1582382 15.06

5001 – 10000 372 6.54 752445 7.16

10000 – 20000 177 3.11 692854 6.60

20000 – 30000 48 0.84 295911 2.82

30001 – 40000 45 0.79 418570 3.98

40001 – 50000 10 0.18 118888 1.13

50001 – 100000 41 0.72 710642 6.77

100001 and above 41 0.72 5932608 56.48

TOTAL 5689 100.00 10504300 100.00


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b) Categories of Shareholders as on March 31, 2013

Category No. of shares % to share capital

Promoters 3353750 31.93

Private Corporate Bodies 303684 2.89

Indian Public 6845665 65.17

NRIs / OCBs 1000 0.01

Clearing Members 201 0.00

Grand Total 10504300 100.00

xi) Dematerialization of shares and liquidity:

The company’s shares are compulsorily traded in dematerialization form. Equityshares of the Company representing 90.12% of the company’s share capitalare dematerialized as on March 31, 2013.

The Company’s shares are regularly traded on Bombay Stock Exchange Limited.

xii) As on March 31, 2013, the company did not have any outstanding GDRs /ADRs / Warrants or any convertible instruments.

xiii) Address of Correspondence : Virgo Global Media Limited,PlotNo.5, Mithila Nagar Road, No.10,Banjara Hills, Hyderabad – 500 034

Declaration as required under Clause 49 of the Listing Agreement:

I hereby declare that all the Directors and Senior Management of the Companyhave affirmed compliance with the Company’s Code of Conduct for the FinancialYear ended March 31, 2013.


Sd/-Mr. P Syam Prasad

DirectorPlace: SecunderabadDate:12.08.2013


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Certificate on compliance of Corporate Governance

ToThe Members ofVirgo Global Media Limited

We have read the report of the Board of Directors on Corporate Governance andhave examined the relevant records relating to compliance of conditions of CorporateGovernance by Virgo Global Media Limited (“the Company”) for the year ended on31st March, 2013 as stipulated in Clause 49 of the Listing Agreement of the saidCompany with Stock Exchanges.

The Compliance of the conditions of the Corporate Governance is the responsibilityof the management. Our examination, conducted in the manner described in the“Guidance note on Certification of Corporate Governance” issued by the Institute ofChartered Accountants of India was limited to procedures and implementation thereofadopted by the Company for ensuring the compliance with the conditions of CorporateGovernance. Our examination was neither an audit nor was it conducted to expressan opinion on the financial statements of the Company.

In our opinion and to the best of our information and explanations given to us andbased on our examination described above, the Company has complied with theconditions of Corporate Governance as stipulated in Clause 49 of the ListingAgreement.

We further certify that such compliance is neither an assurance as to the futureviability of the company nor the efficiency or effectiveness with which themanagement has conducted the affairs of the company.

Place: Hyderabad P. Murali & Co.Date :12.08.2013 Chartered Accountants

Sd/-Mukund Vijayrao Joshi

PartnerMembership No. 024784


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INDEPENDENT AUDITOR’S REPORT

To

The Members


We have audited the accompanyingfinancial statements of VIRGO GLOBALMEDIA LIMITED (“the Company”), whichcomprise the Balance Sheet as at March31, 2013, and the Statement of Profitand Loss and Cash Flow Statement forthe year ended, and a summary ofsignificant accounting policies and otherexplanatory information.

Management’s Responsibility forthe Financial Statements:

Management is responsible for thepreparation of these financial statementsthat give a true and fair view of thefinancial position, financial performanceand cash flows of the Company inaccordance with the AccountingStandards referred to in sub-section(3C) of section 211 of the CompaniesAct, 1956 (“the Act”). This responsibilityincludes the design, implementation andmaintenance of internal control relevantto the preparation and presentation ofthe financial statements that give a trueand fair view and are free from materialmisstatement, whether due to fraud orerror.

Auditor’s Responsibility:

Our responsibility is to express anopinion on these financial statementsbased on our audit. We conducted ouraudit in accordance with the Standardson Auditing issued by the Institute ofChartered Accountants of India. ThoseStandards require that we comply withethical requirements and plan andperform the audit to obtain reasonable

assurance about whether the financialstatements are free from materialmisstatement.

An audit involves performingprocedures to obtain audit evidenceabout the amounts and disclosures inthe financial statements. Theprocedures selected depend on theauditor’s judgment, including theassessment of the risks of materialmisstatement of the financialstatements, whether due to fraud orerror.

In making those risk assessments,the auditor considers internal controlrelevant to the Company’s preparationand fair presentation of the financialstatements in order to design auditprocedures that are appropriate in thecircumstances. An audit also includesevaluating the appropriateness ofaccounting policies used and thereasonableness of the accountingestimates made by management, aswell as evaluating the overallpresentation of the financialstatements.

We believe that the audit evidencewe have obtained is sufficient andappropriate to provide a basis for ouraudit opinion.

Opinion:

In our opinion and to the best ofour information and according to theexplanations given to us, the financialstatements give the informationrequired by the Act in the manner sorequired and give a true and fair viewin conformity with the accountingprinciples generally accepted in India:

(a) In the case of the Balance Sheet,of the state of affairs of the Companyas at March 31, 2013;


19

(b) In the case of the Profit and LossAccount, of the profit for the yearended on that date; and

(c) In the case of the Cash FlowStatement, of the cash flows for theyear ended on that date.

Report on Other Legal and RegulatoryRequirements:

1. As required by the Companies(Auditor’s Report) Order, 2003 (“theOrder”) issued by the CentralGovernment of India in terms of sub-section (4A) of section 227 of theAct, we give in the Annexure astatement on the matters specifiedin paragraphs 4 and 5 of the Order.

2. As required by section 227(3) ofthe Act, we report that:

a) We have obtained all theinformation and explanationswhich to the best of ourknowledge and belief werenecessary for the purpose of ouraudit;

b) In our opinion proper books ofaccount as required by law havebeen kept by the Company sofar as appears from ourexamination of those books andproper returns adequate for the

purposes of our audit have beenreceived from branches notvisited by us.

c) The Balance Sheet, Statementof Profit and Loss, and CashFlow Statement dealt with bythis Report are in agreementwith the books of account.

d) In our opinion, the BalanceSheet, Statement of Profit andLoss, and Cash Flow Statementcomply with the AccountingStandards referred to insubsection (3C) of section 211of the Companies Act, 1956;

e) Onthe basis of writtenrepresentations received fromthe directors as on March 31,2013, and taken on record bythe Board of Directors, none ofthe directors is disqualified ason March 31, 2013, from beingappointed as a director in termsof clause (g) of sub-section (1)of section 274 of the CompaniesAct, 1956.

For P. Murali & Co.,

Chartered Accountants

FRN: 007257S

Sd/-

P. Murali Mohana Rao

Partner

Membership Number: 023412

Place: Hyderabad

Date : 27.05.2013


20

ANNEXURE TO THE AUDITORS’ REPORT

I (a) The Company has maintainedproper records showing fullparticulars including quantitativedetails and situation of FixedAssets.

(b) As explained to us, the fixed assetshave been physically verified by themanagement at reasonableintervals and no materialdiscrepancies between the bookrecords and the physical inventoryhave been noticed on suchverification.

(c) The Company has not disposed offsubstantial part of the Fixed Assetsduring the year.

II. The Company has no inventory.Hence this clause is not applicable.

III. (a) The Company has not granted anyloans, secured or unsecured toCompanies, Firms or other partiescovered in the register maintainedunder section 301 of theCompanies Act, 1956.

(b) As the Company has not grantedany loans, the Clause of whetherthe rate of interest & other termsand conditions on which loans havebeen granted to parties listed inthe register maintained underSection 301 prejudicial to theinterest of company, is notapplicable.

(c) As no loans are granted bycompany, the clause of receipt ofinterest & principal amount fromparties, is not applicable to thecompany.

(d) No loans have been granted toCompanies, Firms and other partieslisted in the register U/S 301 of

the Companies Act, 1956.Hence, overdue amount ofmore than rupees one Lac doesnot arise and the clause is notApplicable.

(e) The Company has not takenany loans, secured orunsecured from Companies,Firms or other Parties coveredin the register maintained U/s.301 of the Companies Act,1956.

(f) As the Company has not takenany loans, the clause ofwhether the rate of interestand other terms and conditionson which loans have been takenfrom parties listed in the registermaintained under section 301is prejudicial to the interest ofcompany, is not applicable.

(g) As no loans are taken by thecompany, the clause ofrepayment of interest &principal amount to parties isnot applicable to the company.

IV. In our opinion and according tothe information andexplanations given to us, thereare generally adequate internalcontrol systems commensuratewith the size of the companyand the nature of its businesswith regard to purchase ofinventory and fixed assets andfor sale of goods and services.There is no continuing failureby the company to correct anymajor weaknesses in internalcontrol.

V. (a) In our opinion and according tothe information and explanationgiven to us, since no contracts


21

or arrangements referred to insection 301 of the Companies Act,1956 have been made by thecompany in respect of any partyin the financial year, the entry inthe register U/s.301 of theCompanies Act, 1956 does notarise.

(b) According to the information andexplanations given to us, as nosuch contracts or arrangementsmade by the company, theapplicability of the clause ofcharging the reasonable pricehaving regard to the prevailingmarket prices at the relevant timedoes not arise.

VI. The Company has not acceptedany deposits from the public andhence the applicability of theclause of directives issued by theReserve Bank of India andprovisions of section 58A, 58AA orany other relevant provisions of theAct and the rules framed thereunder does not arise. As perinformation and explanations givento us the order from the CompanyLaw Board or National CompanyLaw Tribunal or Reserve Bank ofIndia or any Court or any otherTribunal has not been received bythe Company.

VII. In our opinion, the company ishaving internal audit system,commensurate with its size andnature of its business.

VIII. In respect of the Company, theCentral Government has notprescribed maintenance of costrecords under clause (d) of sub-section (1) of section 209 of theCompanies Act, 1956.

IX.(a) The Company is regular indepositing statutory duesincluding Income Tax, Cess, andany other statutory dues withthe appropriate authorities andat the end of last financial yearthere were no amountsoutstanding which were due formore than 6 months from thedate they became payable.

(b) According to the information andexplanations given to us, noundisputed amounts are payablein respect of Income Tax, Cessand any other statutory duesas at the end of the period, fora period more than six monthsfrom the date they becamepayable.

X. The Company has beenregistered for a period of not lessthan 5 years, and the companyhas accumulated losses at theend of the financial year and thecompany has not incurred cashlosses in this financial year andin the immediately precedingfinancial year.

XI. According to information andexplanations given to us, thecompany has not defaulted inrepayment of dues to financialInstitutions or Banks.

XII. According to the informationand explanations given to us,the Company has not grantedany loans or advances on thebasis of security by way ofpledge of shares, debenturesand other securities and hencethe applicability of the clauseregarding maintenance ofadequate documents in respectof loans does not arise.


22

XIII. This clause is not applicable tothis Company as the Company isnot covered by the provisions ofspecial statute applicable to ChitFund in respect of Nidhi/MutualBenefit Fund/Societies.

XIV. According to the information andexplanations given to us, thecompany is not dealing or tradingin shares, securities, Debenturesand other investments and hencethe provisions of clause 4(xiv) ofthe Companies (Auditor’s Report)Order 2003, are not applicable tothe Company.

XV. According to the information andexplanations given to us, theCompany has not given anyguarantee for loans taken byothers from Banks or FinancialInstitutions, and hence theapplicability of this clauseregarding terms and conditionswhich are prejudicial to theinterest of the company .

XVI. According to the information andexplanations given to us, thecompany has not obtained anyTerm Loans, hence this clause isnot applicable.

XVII. According to the information andexplanations given to us, no fundsare raised by the Company onshort-term basis. Hence theClause of Short term funds beingused for Long term investment donot arise.

XVIII. According to the information andexplanations given to us, theCompany has not made anypreferential allotment of Sharesto parties and Companies coveredin the Register maintained under

section 301 of the CompaniesAct, 1956 and hence theapplicability of the clauseregarding the price at whichshares have been issued andwhether the same is prejudicialto the interest of the Companydoes not arise.

XIX. According to the information andexplanations given to us, thecompany does not have anydebentures and hence theapplicability of the clauseregarding the creation ofsecurity or charge in respect ofdebentures issued does notarise.

XX. According to information andexplanations given to us, thecompany has not raised moneyby way of public issues duringthe year, hence the clauseregarding the disclosure by themanagement on the end use ofmoney raised by public issue isnot applicable.

XXI. According to the information andexplanations given to us, nofraud on or by the Company hasbeen noticed or reported duringthe year under audit.

For P.MURALI & CO.,

Charted Accountants

FRN:007257S

Sd/-

P. MURALI MOHANA RAOPARTNER

MEMBERSHIP NO. 023412

Place: HyderabadDate :27.05.2013


23

Sd/- Sd/-

P Syam Prasad B V S S Prasad Director Director

As on

31.03.2013

As on

31.03.2012

` `

I. EQUITY AND LIABILITIES(1) Shareholder's Funds (a) Share Capital 1 42,017,200 42,017,200 (b) Reserves and Surplus 2 (36,118,981) (36,310,194) (c) Money received against - - share warrants

(2) Non-Current Liabilities (a) Defferred tax liabilities (Net) 3 16,663 22,601 (b) Other Long term liabilities 4 15,595,751 15,320,751

(3) Current Liabilities (a) Other current liabilities 5 747,076 562,966 (b) Short-term provisions 6 149,008 45,539

Total 22,406,717 21,658,863

II.Assets(1) Non-current assets (a) Fixed assets (i) Tangible assets 7 23,783 46,499 (b) Long term loans and advances 8 181,515 181,515 (c) Other non-current assets 9 3,295,060 3,295,060

(2) Current assets (a) Trade receivables 10 858,248 543,248 (b) Cash and cash equivalents 11 3,184,114 3,016,042 (c) Short-term loans and advances 12 14,863,997 14,576,499

Total 22,406,717 21,658,863 Significant Accounting PolicesNotes On Financial Statements

As per our Report of even date

For P.Murali & Co.,

FRN. : 007257S


Sd/-

P.Murali Mohana Rao

Partner

M.No. 023412

Place : Secunderabad

Date : 27.05.2013

1 to 26

For Virgo Global Media Limited

Balance Sheet as at 31st March, 2013

ParticularsNote

No


24

Sd/- Sd/-

P Syam Prasad B V S S Prasad Director Director

As on

31.03.2013

As on

31.03.2012

` `

I. Revenue from operations 13 675,000 735,248

II. Other Income 14 222,390 258,174

III. Total Revenue (I +II) 897,390 993,422

IV. Expenses:

Employee benefit expenses 15 75,000 72,000

Administrative Expenses 16 487,389 529,978

Financial costs 17 27,009 31,512

Depreciation and amortization expense 7 22,716 30,287

Total Expenses 612,114 663,777

V. Profit before exceptional and 285,276 329,645

extraordinary items and tax ( III - IV)

VI. Exceptional Items - -

VII. Profit before extraordinary items and tax 285,276 329,645

(V - VI)

VIII. Extraordinary Items - 173,661

IX. Profit before tax (VII - VIII) 285,276 155,984

X. Tax expense:

(1) Current tax 100,000 41,988

(2) Deferred tax (5,938) (6,988)

XI. Profit/(Loss) from the period from continuing 191,214 120,984

operations ( IX - X)

XII. Profit/(Loss) from discountinuing operations - -

XIII.Tax expense of discounting operations - -

XIV. Profit/(Loss) from Discountinuing - -

operations (XII - XIII)

XV. Profit/(Loss) for the period (XI + XIV) 191,214 120,984

XVI. Earning per equity share:

(1) Basic 0.02 0.01

(2) Diluted 0.02 0.01

Significant Accounting Polices

Notes On Financial StatementsAs per our Report of even date

For P.Murali & Co.,

FRN. : 007257S


Sd/-

P.Murali Mohana Rao

Partner

M.No. 23412


Date : 27.05.2013

Profit and Loss statement for the year ended 31st March, 2013

ParticularsNote

No

1 to 26

For Virgo Global Media Limited


25

NOTE NO 1 : SHARE CAPITAL

S. Particulars As on As on

NO 31.03.2013 31.03.2012

` `

a Share Capital ( For each class of capital )(a) Authorised : 1,67,43,550 No. of Equity

Shares @ Rs. 4/- each 66,974,200 66,974,200(b) Issued : 1,05,04,300 No. of Equity

Shares @ Rs. 4/- each 42,017,200 42,017,200(c) Subscribed & fully paid up : 1,05,04,300

@ Rs. 4/- each fully paid up 42,017,200 42,017,200(d) Subscribed & not fully paid up - -(e) Par value per share Rs. 4/-

Total Equity Share capital 42,017,200 42,017,200

b A Reconcilation of the number of sharesoutstanding at the beginning and at theend of the reporting period: Number of Shares

Equity Shares of Rs.4/- Each, Fully paid up :At the Beginning 10,504,300 10,504,300Issued during the year - Bonus Issue - -Issued during the year - Cash Issue - -Issued during the year - ESOP - -Forfeited / Bought Back during the year - -At the end 10,504,300 10,504,300

c Details of Shareholder holding more than 5%shares of the Company: % of Share Holding

Equity Shares of Rs.4/- each Held BySavera Constructions Pvt Ltd - 33,53,750 Nos.

(33,53,750 Nos. Previous Year) 31.93% 31.93%

NOTE NO. 2 : RESERVES AND SURPLUS

S. As on As on

No Particulars 31.03.2013 31.03.2012

` `

I RESERVES AND SURPLUSa) Surpuls :

i) Opening Balance - Profit and Loss Account - -

Add: Transfer from Profit & Loss Account 191,214 120,984

191,214 120,984

II A Reserve specifically represented by

earmarked investments - -

III Negetive balance of reserves and

surplus account ( Loss ) (36,310,195) (36,431,178)

Total Reserves and Surplus (36,118,981) (36,310,194)

NOTES TO FINANCIAL STATEMENTS


26

NOTE NO. 3 : DEFERRED TAX LIABILITY ( NET )

S. As on As on

No Particulars 31.03.2013 31.03.2012

` `

I Opening Deferred tax Liability 22,601 29,589Add:Deferred Tax Liability for the year(Due to SLM and WDV Difference ) (5,938) (6,988)Deferred Tax Liability for the year(Due to Others )Gross Deferred tax Liability 16,663 22,601Opening Deferred tax Asset - -Provision for Gratuity and CompensatedAbsences and doubtful debte - -

Gross Deferred tax Asset - -

Deferred Tax Liability/ (Asset) - Net 16,663 22,601

NOTE NO. 4 : OTHER LONG TERM LIABILITIES

S. As on As on No Particulars 31.03.2013 31.03.2012

` `

a) Trade Payables & Others - Advance from Customers - - - Other Liabilities 15,595,751 15,320,751 Total other long term liabilities 15,595,751 15,320,751

NOTE NO. 5 : OTHER CURRENT LIABILITIES

S. As on As on No Particulars 31.03.2013 31.03.2012

` `

I - -a) Other liabilities 747,076 562,966

Total other current liabilities 747,076 562,966

NOTE NO. 6 : SHORT TERM PROVISIONSS. As on As onNo Particulars 31.03.2013 31.03.2012

` `

I a) Others ( Specify the nature ) Statutory Liabilities 7,020 3,551

b) Income Tax 141,988 41,988

Total short term provisions 149,008 45,539


27

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28

NOTE NO. 8 : LONG TERM LOANS AND ADVANCES

S. As on As onNo. Particulars 31.03.2013 31.03.2012

` `

I Long - term loans and advances:a) Security Deposit Secured 181,515 181,515 Unsecured

Total Long term loans & advances (net) 181,515 181,515

NOTE NO.9 : OTHER NON - CURRENT ASSETS


` `

I Unamortised Expenses 3,295,060 3,295,060Interest Accrued on Deposits - -

Total other non current assets 3,295,060 3,295,060

Less : Provision for Bad and Doubtful debts - -

Total non - current assets( net ) 3,295,060 3,295,060

NOTE NO. 10 : TRADE RECEIVABLES


` `

I Outstanding for a period exceeding sixmonths from the date they are duefor paymentSecured, Considered Good 858,248 543,248Unsecured, Considered Good - - Total trade recivable 858,248 543,248Less : Allowences for Bad and Doubtful debts - - Total Trade Receivables(net) 858,248 543,248

NOTE NO. 11 : CASH AND BANK BALANCES


` `

I Cash and cash eqivalents :a) Balances with banks :

1) On Current Accounts 17,487 53,9332) Margin Money against Bank Guarantees 3,158,392 2,960,697

b) Cash on hand 8,235 1,412

Total Cash and Cash Equivalents 3,184,114 3,016,042


29

NOTE NO. 12 : SHORT TERM LOANS AND ADVANCES

S. Particulars As on As on No. 31.03.2013 31.03.2012

` `

I short - term loans and advances:a) Other loans And advances(Specify the nature) Secured - Others 12,043,049 11,785,916 Secured - for Staff Advances - - Prepaid Taxes 320,948 290,583 Balances with Government Departments 2,500,000 2,500,000 Total short term loans & advances 14,863,997 14,576,499Less : Provision for Doubtfull Debts - - Total short term loans & advances( net ) 14,863,997 14,576,499

NOTE NO. 13 : REVENUE FROM OPERATIONS

I Revenue from operations in respect ofnon-finance company

(a) Sale of Services 675,000 735,248(b) Other Operating Revenues - -

Total Revenue from Operations 675,000 735,248

NOTE NO. 14 : OTHER INCOME


No. 31.03.2013 31.03.2012

` `

I (a)Interest income 222,390 219,240(b)Other non-operating income - 38,934

Total Other Income 222,390 258,174

NOTE NO. 15 : EMPLOYEE BENEFIT EXPENSES


No. 31.03.2013 31.03.2012

` `

I (a) Salaries & Wages 75,000 72,000(b) Contribution to Provident & Other Funds - -

(c) Staff Welfare Expenses - -

Total Employee Benefit Expenses 75,000 72,000

S. Particulars As on As on No. 31.03.2013 31.03.2012

` `


30

NOTE NO. 16 : ADMINISTRATIVE EXPENSES

S. Particulars As on As onNo. 31.03.2013 31.03.2012

` `

I (a) Telephone, Postage and Others 151,939 161,970(b) Conveyance 1,526 5,158(c) Printing & Stationery Expenses 23,240 49,660(d) Rates & Taxes 39,442 61,322(e) Consultancy Charges 17,500 57,204(f) Advertisement expenses 15,972 2,702(g) Listing Fees 48,971 57,435(h) Miscellaneous Expenses 132,619 78,347(i) Auditors Remuneration 56,180 56,180

Total Administrative Expenses 487,389 529,978

NOTE NO. 17 : FINANCE COST

S. Particulars As on As onNo. 31.03.2013 31.03.2012

` `

I Interest Expenses :

- Bank charges and Commission 27,009 31,512

Total Finance Cost 27,009 31,512


31

A. SIGNIFICANT ACCOUNTING POLICIES

General:

(i) These accounts are prepared on thehistorical cost basis and on theaccounting principles of a goingconcern

(ii) Accounting policies not specificallyreferred to otherwise are consistentand in consonance with generallyaccepted accounting principles.

Revenue Recognition:

(i) Revenue from Internet is recognisedon accural basis.

(ii) Other income comprises of Interestearned on Bank Deposits.

Fixed Assets:

(i) Fixed assets are stated at cost lessaccumulated depreciation. Cost ofacquisition of fixed assets is inclusiveof freight, duties, taxes andincidental expenses thereto.

Depreciation and Amortisation :

(i) Depreciation is provided on straight-line method on pro-rata basis and atthe rates and manner specified in theSchedule XIV of the Companies Act,1956.

(ii) Preliminary Expenses are amortisedover the period of 10 years.

(iii) Public Issue Expenses are amortisedover the period of 10 years.

Taxation :

The current charge for income tax iscalculated in accordance with therelevant tax regulations applicable tothe Company. Deferred tax asset andliability is recognised for future taxconsequences attributable to the timingdifferences that result between theprofit offered for income tax and theprofit as per the financial statements.Deferred tax asset & liability aremeasured as per the tax rates/laws thathave been enacted or substantivelyenacted by the Balance Sheet date.

Earning Per Share:

The earning considered in ascertainingthe company’s earning per sharecomprises net profit after tax. Thenumber of shares used in computingbasic earning per share is the weightedaverage number of shares outstandingduring the year

Gratuity:

No provision for gratuity has been madeas no employee has put in qualifyingperiod of service for entitlement of thisbenefit.


32

B. NOTES ON ACCOUNTS

18 Particulars of Employees in accordance with Sub-section (2A) of Section217 of the Companies Act , 1956 read with Companies (Particulars ofEmployees) Rule 1975. NIL

19 Auditor’s Remuneration : Current Year PreviousYear

(`) (`)

AuditFee 56,180/- 56,180/-

20 The Company is engaged in the provision of Internet services. The productionand sales in quantitative terms are not possible, as requiredunder paragraphs3 & 4C of part -II of Schedule VI to the Companies Act,1956.

21 There are no dues to SSI Units outstanding for more than 30 days.

22 No confirmations were obtained from debtors/creditors as to the balancesreceivable from/payable to them as at year end.

23 In accordance with Accounting Standard 22 (AS 22) issued by the ICAI,theCompany has accounted for deferred income tax during the year. The deferredincome tax assets provision for the current year amounts to ̀ 5,938/- towardsdeferred income tax Asset . (Previous year ` 6,988/-towards deferred incometax Asset).

24. The company is contingently liable for ` 22.00 lacs towards bank guaranteesissued in favour of DOT, ISP.

25 Previous years figures have been regrouped wherever necessary.

26 The figures have been rounded off to the nearest rupee.

As per our report of even date.


For P.MURALI & CO.,

FRN: 007257S


Sd/- Sd/- Sd/-P. Murali Mohana Rao P . Syam Prasad BVSS Prasad Partner Director Director

M.No 023412


Date : 27.05.2013


33

Statement of Cash Flows for the year ended 31.03.2013

` In lakhs

31.03.2013 31.03.2012

A Cash Flow from operating activity

Net Profit before tax 2.85 3.30

Adjustments for:

Depreciation 0.23 0.00

Miscellaneous expenditure written off 0.00 0.00

Provision for Gratuity & Earned Leave & others 0.00 0.00

Loss on sale of Assets/ Investments 0.00 0.00

Other Income (2.22) (2.58)

Operating Profit before working capital changes 0.86 0.72

Adjustments for:

Trade and other receivables (3.15) (3.18)

Inventories 0.00 0.00

Trade advances (2.57) 1.83

Trade Payable 1.88 (0.42)

Cash generated from operations (2.99) (1.05)

Direct Taxes paid (net) (0.30) (0.12)

Cashflow before extraordinary items (3.29) (1.17)

Extraordinary items 0.00 (1.74)

Net Cash flow from operating activity (3.29) (2.91)

B. Cash Flow from Investing Activity

Disposal of Fixed assets 0.00 0.00

Un Secured Loans 2.75 2.21

Investments 0.00 0.00

Miscellaneous Expenditure 0.00 0.00

Other income 2.22 2.58

Loss on Sale of Assets/ Investments 0.00 0.00

Net Cash used for investing activity 4.97 4.79

C. Cash Flow from financing activities

Repayment of Working Captial loan 0.00 0.00

Deferred sales tax loan payment 0.00 0.00

Dividend paid 0.00 0.00


34

Net cash generated from financing activity 0.00 0.00Cash and cash equivalents (Opening Balance) 30.16 28.28Net increase in Cash & Cash equivalents (A+B+C) 1.68 1.88Cash and cash equivalents (Closing Balance) 31.84 30.16

For P. Murali & Co. For and on behalf of the BoardFRN : 007257SChartered Accountants

Sd/- Sd/- Sd/-P. Murali Mohana Rao P Syam Prasad BVSS Prasad Partner Director Director

M No. 23412

Place: SecunderabadDate : 27.05.2013


35

VIRGO GLOBAL MEDIA LIMITED(Plot no.5, Mithila Nagar, Road No.10, Banjara Hills, Hyderabad – 500 034)

PROXY FORMI/We ………………………………………………………………of …………………………………………………………………..being a member/ members of the above named company hereby appoint…………………………………………………..………………………………………………………………………………………. of……………………………………………………………………………………... as my/our proxy to vote for me/us on my/our behalf at the 15th Annual General Meeting of the company to be held onSaturday, the September 28, 2013 at 2.30 p.m. at Plot No. 1 & 9 IDA Phase II, Cherlapally,Hyderabad – 500 051.and at any adjournment thereof.

Signed this……………………… day of ___________ 2013.

NOTE:a) A Member entitled to attend and vote at the meeting is entitled to appoint a

proxy and vote instead of himself.b) Proxy need not be a member.c) The proxy form duly completed should be deposited at the registered office of

the company not less than 48 hours before the time fixed for holding the meeting.

……………………….……………………….………cut here…............…………………………………………………………


(Plot no 5, Mithila Nagar, Road No.10, Banjara Hills, Hyderabad – 500 034)

ATTENDANCE SLIP(Please present this slip at the entrance of the meeting venue)

Regd. Folio/ : ________________ Shares held:_____________

Client ID/ DPID : __________________

I hereby record my presence at the 15th Annual General Meeting to be held on Saturday,the September 28, 2013 at 2.30 p.m. at Plot No. 1 & 9 IDA Phase II, Cherlapally,Hyderabad – 500 051.

Name of the Shareholder :

Name of the Proxy :

Signature of member/proxy :

Note: 1) To be signed at the time of handing over this slip. 2) Members are requested to register their names at least 15 minutes prior

to the commencement of the meeting.

plese AffixRe.1

Revenue

Stamp


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If undelivered please return to :

VIRGO GLOBAL MEDIA LIMITEDPlot No. 5, Mithila NagarRoad.10, Banjara Hills,Hyderabad - 500 034.

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