Your Directors take pleasure in presenting the 24th Annual Report along with AuditedFinancial Statements for the year ended 31st March 2017.
STANDALONE FINANCIAL RESULTS
(Rs. in Lacs)
|Particulars ||2016-17 ||2015-16 |
|Total Income ||180.60 ||181.56 |
|Total Expenditure ||28.42 ||71.74 |
|Profit before exceptional and extraordinary items and tax ||152.19 ||109.82 |
|Less: Exceptional item ||- ||- |
|Profit before tax ||152.19 ||109.82 |
|Tax ||2.79 ||10.63 |
|Net Profit/(Loss) After Tax ||149.40 ||99.19 |
FINANCIAL PERFORMANCE OF THE YEAR
The income from operations on standalone basis decreased to Rs. 180.60 lacs from Rs.181.56 lacs in previous year (decreased by 0.53 %). Total expenditure of the companydecreased from 71.74 lacs to 28.42 lacs (decreased by 60.38 %. Profit Before Tax (PBT)stood at 152.19 lacs (increased by 38.58 %) and Profit After Tax (PAT) stood at 149.40lacs (increased by 50.62 %o).
Your Directors do not recommend any dividend during the year under review.
Your company has not accepted any public deposit during the year under review andtherefore no amount of principal or interest was outstanding as on the balance sheet date.
CHANGES IN SHARE CAPITAL
During the year under review there were no change in the issued subscribed andpaid-up share capital of the Company.
STATE OF AFFAIRS OF THE COMPANY
The Company is driven by passionate promoters from the film and entertainment industrywith a view to strengthen its existing platforms and building new ones. Our major focus isto engage in the development production and distribution of commercial entertainmentmaterials in all formats.
CHANGE IN THE NATURE OF BUSINESS IF ANY
There was no change in the nature of business of the Company during the year underreview.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
During the year under review there were no material change and commitment affectingthe financial position of the Company.
CORPORATE SOCIAL RESPONSIBILITY
The aforesaid provisions were not applicable to the Company during the year underreview.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointed/Re-appointed
As per the provisions of Sub-section (6) of Section 152 of the Companies Act 2013 Mr.Cyrus Bhot Director of the Company retires by rotation and being eligible offeredhimself for re-appointment. The Board recommends his re-appointment.
During the year under review Mrs. Preeti Jayesh Doshi was appointed as AdditionalDirector of the Company w.e.f. 20th March2017.
Mr. Romin Shah was appointed as the Company Secretary and Compliance Officer of theCompany w.e.f. 10th February2017.
During the year under review Mrs. Nayantara Katkar Sheorey Director of the Companyresigned w.e.f. 20th March 2017 due to her pre-occupation. The Board placed on record itsdeep appreciation for the valuable contribution made by Mrs. Nayantara Katkar Sheoreyduring her tenure as Director of the Company.
Annual Evaluation made by the Board of its own performance and that of its committeeand individual Directors
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the CompaniesAct2013 and the SEBI (LODR) Regulations2015. The performance of the Board was evaluatedafter seeking inputs from all the directors on the basis of the criteria such as the Boardcomposition and structure effectiveness of board processes information and functioningetc. The performance of the committees was evaluated by the Board after seeking inputsfrom the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc. The Board and the Nomination andRemuneration Committee ("NRC") reviewed the performance of the individualdirectors on the basis of the criteria such as the contribution of the individual directorto the Board and committee meetings like preparedness on the issues to be discussedmeaningful and constructive contribution and inputs in meetings etc. In addition theChairman was also evaluated on the key aspects of his role. In a separate meeting ofIndependent Directors performance of Non-Independent Directors performance of the Boardas a whole and performance of the Chairman was evaluated.
Policy on Directors' Appointment and Remuneration
The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate its functionsof governance and management. As on 31st March 2017 the Board consists of 7(Seven)members. Out of which three are Independent Directors one Promoter- Executive Directorand three are Executive Directors .
The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Sub section (3) of Section 178 of the Companies Act2013 adopted by the Board and are stated in Corporate Governance Report which forms partof this report . We affirm that the remuneration paid to the directors is as per the termslaid out in the nomination and remuneration policy of the Company.
Committees of the Board
The Company has the following Committees of the Board:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
The composition of each of the above committees their respective role andresponsibility is detailed in the Corporate Governance Report which forms part of thisreport.
Number of meeting of Board of Directors
During the financial year 2016-17 the Board of Directors met for five (5) times on28th May 2016 ; 12th August 2016 ; 12th November 2016; 10th February 2017 and 20thMarch 2017 respectively. The intervening gap between any two meetings was within thetimeframe prescribed under the Companies Act 2013. The details pertaining to attendanceof Directors at Board Meeting are given in Corporate Governance Report which forms part ofthis report.
Meeting of Independent Directors
The Independent Directors of the Company at their meeting held on 10th February2017reviewed the performance of non- independent directors and the Board as a whole includingthe Chairman of the Company by taking into consideration views expressed by the executivedirectors and non-executive directors at various level pertaining to the quality quantityand timeliness of flow of information between the Company management and the Board andexpressed satisfaction.
Declaration of Independence
The Company has received a declaration from the Independent Directors of the Companywhich was placed at the first meeting of Board of Directors of the Company held for thefinancial year 2016-17.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT
The company has one subsidiary viz. Four Lions Films Private Limited as on 31stMarch2017. The Board of Directors reviewed the affairs of the subsidiary and inaccordance with the provisions of section 129(3) of the Companies Act2013 ConsolidatedFinancial Statement of the Company and its subsidiary have been prepared which forms partof the Annual Report. Further a statement containing the salient features of thefinancial statements of our subsidiary in the prescribed format i.e. Form AOC-1 is annexedas Annexure - A and forms part of Annual Report. In accordance with Section 136 ofthe Companies Act 2013 the audited financial statements including the consolidatedfinancial statements and related information of the Company and audited accounts of eachof its subsidiary are available on the website of your Company viz.www.52weeksentertainment.com.
A Report on Corporate Governance as stipulated in SEBI (LODR) Regulation2015 formspart of this report along with a certificate from M/s. Motilal & Associates CharteredAccountants confirming compliance with the conditions of Corporate Governance.
RELATED PARTY TRANSACTIONS
All contracts/arrangements/transactions entered by the Company during the financialyear under review with related parties were in the ordinary course of business and on anarm's length basis. During the year under review the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the Company on materiality of related party transactions.Therefore there does not exist any detail to be mentioned in Form No. AOC - 2 which isannexed as Annexure - B and forms part of this report.
PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES
Loans guarantees given investments made or security provided by the Company if anywas in compliance section 186 of Companies Act 2013. The details pertaining to the aboveis available in financial statement of the company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements)2015forms part of this report.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return as provided in Form MGT-9 for financial year 2016-17is annexed as Annexure - C.
INSURANCE OF ASSETS
All the fixed assets and material of the company have been insured against fire andallied risks if any.
The Company has adopted the whistle blower mechanism for directors and employees toreport concern about unethical behaviour actual or suspected fraud or violation ofCompany's Code of Conduct and Ethics. The whistle blower policy is available on thewebsite of the Companyhttp://www.52weeksentertainment.com/images/miscellaneous/Whistle-Blower Policy.pdf
RISK MANAGEMENT POLICY
In accordance with the requirement of SEBI (LODR) Regulations 2015 the company haslaid down the procedures about the risk assessment and minimisation so that various riskassociated with the business of the company are pre-determined and suitable measures arebeing taken to mitigate such risks thereby interest of the stakeholders is being enhancedand protected.
INTERNAL FINANCIAL CONTROL
With reference to financial statements the Company has in place adequate financialcontrols in form of policies and procedures for ensuring the orderly and efficient conductof its business including adherence to Company's policies the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation of reliable financial information.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the section 134(3) (c) of the Companies Act 2013 the Board of Directorsof the Company hereby confirms:
(i) that in the preparation of the accounts for the financial year ended 31st March2017 the applicable accounting standards have been followed along with proper explanationrelating to material departures;
(ii) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for the year under review;
(iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) that the Directors have prepared the accounts for the financial year ended 31stMarch 2017 on a 'going concern' basis.
(v) the internal financial controls have being laid down and followed by the companyand that such controls are adequate and are operating effectively. Such controls meanscontrols and policies and procedures adopted and adherence by the company for orderly andefficient conduct of the business for safeguarding assets prevention and detection offrauds and errors and maintenance of accounting records and timely preparation offinancial statements and review its efficiency.
(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
AUDITORS AND AUDITORS REPORT
M/s. Motilal & Associates Chartered Accountants the Statutory Auditors of theCompany were appointed as the Auditor of the Company at the 21st Annual General Meetingheld on 14th August 2014 to hold the office till the conclusion of the Annual GeneralMeeting to be held in the year 2017. However the One term of Motilal & Associates willexpire at the ensuing annual general meeting and therefore the board has recommended theirre-appointment for the another term subject to the approval of shareholders at the ensuingannual general meeting and if re-appointed will hold the office till the conclusion of theAnnual General Meeting to be held in the year 2022 subject to ratification of theirappointment each year by the shareholders.
In this regard the Company has received a Certificate from the Auditor to the effectthat if their appointment will be made it would be in accordance with the provisions ofSection 141 of Companies Act 2013.
The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditor's Report does notcontain any qualification reservation or adverse remark.
SECRETARIAL AUDITOR AND HIS REPORT
As per the provisions of section 204 of the Companies Act 2013 the Board of Directorsof the Company appointed Mr. Suprabhat Chakraborty (Membership No.41030 C.P No. 15878)Practicing Company Secretaries to conduct the Secretarial Audit of the Company for thefinancial year 2016-17. The Secretarial Audit Report i.e. form MR-3 for the financial year2016-17 is annexed herewith and marked as Annexure - D to this report.
The Secretarial Auditor has qualified his report with respect to the following :-
(i) Combination of Board of Directors of the Company not as per Corporate Governance ofLODR one more Independent Directors need to be appointed
The Board of Directors of your company would like to state that the company during theperiod ended 31st March2017 was in search of suitable talent on the board in the form ofIndependent Director who can efficiently fulfil the duty and responsibility of IndependentDirector as prescribed under the Companies Act and sEbI(LODR) Regulations2015. Mrs.Dhrupa Thakkar who was in the opinion of the Board was fit and proper candidate for beingappointed as Independent Director and therefore appointed her on the board w.e.f 29thMay2017 and thereby complied with the requirement of Composition of Board as prescribedunder the Companies Act2013 and SEBI(LODR)Regulation2015 till the date of this report.
(ii) As per section 178 of the Companies Act2013 and Regulation 19 of the LODR alldirectors of the Nomination and Remuneration Committee shall be non-executive directorsbut two members of this committees are Executive directors
The Board of Directors of your company would like to state in absence of adequatenonexecutive directors on the board of the company the requirement of Section 178 of theCompanies Act2013 and SEBI(LODR)Regulation2015 was not fulfilled till 31st March2017but the Board of Directors of the Company by appointing Mrs. Preeti Doshi and Mrs. DhrupaThakkar on board w.e.f 20th March2017 and 29th May2017 and also directing them to serveas member of the Nomination and Remuneration Committee fulfilled the aforesaid requirementtill the date of this report.
(iii) The Board of Directors has not given any explanation or comments in the Board'sReports on qualification reservation or adverse remark or disclaimer made by the companysecretary in practice in his secretarial audit report for the year ended 31st March2016.
The Board of Directors of the company would like to state that it was inadvertentlyomitted to comment on the qualification reservation and adverse remark made by thesecretarial auditor in the Board Report but the directors of the company ensures that theyhave taken due care to mention it in the minutes book of the company and same thing willnot be repeated in the future.
M/s Dhawan & Co. Chartered Accountants (FRN-002864N) was appointed to conduct theInternal Audit of the Company for the financial year 2016-17 as required under Section138 of the Companies Act 2013 and rules made thereunder.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.
REPORTING UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT2013
The Company has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace of woman in accordance with the requirements of Sexual Harassmentof woman at workplace (Prevention Prohibition and Redressal) Act 2013. All women includepermanent temporary contractual and trainees are covered under the policy. The Companyis committed to provide a safe healthy and congenial atmosphere irrespective of castcreed or social class of the employee. The Company has not received any complaints duringthe year.
PARTICULAR OF EMPLOYEES
Considering the provisions of Section 197(12) of the Act read with the relevant rulesand having referred to provisions of the First Proviso to Section 136(1) of the Act theAnnual Report is being sent to the members of the Company excluding details ofparticulars of employees and related disclosures. The said information/ details areavailable for inspection at the Registered Office of the Company during working hours onany working day. Any Member interested in obtaining this information may write to theCompany Secretary and this information would be provided on request.
CONSERVATION OF ENERGY TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as prescribed under Section 134(3)(m) of the Companies Act2013 read with Rule 8 of Companies (Accounts) Rules 2014 are given in Annexure - E annexedhereto and forms part of this Report.
Your directors express a deep sense of gratitude for assistance and cooperationreceived from customers vendors shareholders banks business associates and variousregulatory authority during the year under review. Your directors take this opportunity toplace on record their gratitude and appreciation for the support of the employees at allthe levels of the Company.
| ||On behalf of the Board of Directors |
|Date : 25.07.2017 ||Sd/- ||Sd/- |
|Place: Mumbai ||Shantanu Sheorey ||Cyrus Bhot |
| ||Chairman ||Director |
| ||DIN:00443703 ||DIN:00443874 |