Your Directors are pleased to present the 22nd Annual Report of the Company togetherwith the Audited Financial Statements for the year ended 31st March 2015.
STANDALONE SUMMARISED FINANCIAL RESULTS:
| || ||(Rs. Amount in Rupees) |
|Particulars ||2014-15 ||2013-14 |
|Total Income ||15704732 ||12714880 |
|Total Expenditure ||5802973 ||98000359 |
|Profit before exceptional and extraordinary items and tax ||9901759 ||(85285479) |
|Less: Exceptional item ||20000 ||00 |
|Profit before extraordinar y items and tax ||9881759 ||(85285479) |
|Tax ||1901843 ||(2378) |
|Net Profit/(Loss) After Tax ||7979916 ||(85283101) |
THE YEAR UNDER REVIEW:
Your Company has successfully completed 22 years of operation. Your Company's keybusinesses since last two year mainly production of TV Serials and Movies. That havereported an encouraging performance for the year ended 31stMarch 2015.
In the Current year under review the Company decided to invest and utilize more fundsinto the field of entertainment and in the Media industry. The Company booked a profit ofRs. 79 79916 in the Current year operation
STANDALONE FINANCIAL STATEMENTS:
The Audited Financial Statements of the Company for the financial year ended 31stMarch 2015 prepared in accordance with the Companies Act 2013 ("the Act").
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing with Stock Exchange in India is presented in a separatesection forming part of the Annual Report.
STATE OF AFFAIRS OF THE COMPANY: FUTURE OUTLOOK:
The Company's major focus is to engage in the development production and distributionof commercial entertainment materials 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.
Your Directors do not recommend any Dividend
As on 31st March 2015 the Company held no deposit in any form from anyone. There wasno deposit held by the company as on 31st March 2015 which was overdue or unclaimed bythe depositors. For the present the Board of Directors has resolved that not to acceptany deposit from public.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
During the year under review there were no material change and commitment affecting thefinancial position of the Company.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 5 times during the financial year the details of which are given in theCorporate Governance Report that forms part of this Annual Report. The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 152 of the Companies Act 2013 and Rules madethere under and the Articles of Association of the Company Mrs. Nayantara Katkar SheoreyDirector of the Company retire by rotation at the ensuing Annual General Meeting andbeing eligible offered himself for re-appointment.
The Companies Act 2013 provides the appointment of Independent Directors. Pursuant tothe provisions of Section 149 (4) of the Companies Act 2013 provides that every listedcompany shall have at least one-third of the total number of directors as independentdirectors. The Board of the Company is not in compliance with aforesaid section and hadtaken necessary steps for Compliance.
As per the Section 149(10) of the Companies Act 2013 provides that independentdirector shall hold office for a term of upto five consecutive years on the Board of theCompany; and shall be eligible for reappointment on passing a special resolution by theshareholders of the Company.
Further according to the Section 149 (11) of the Companies Act 2013 no independentdirector shall be eligible for appointment for more than two consecutive terms of fiveyears. Sub-section (13) states that the provisions of retirement by rotation as defined inSub-sections (6) and (7) of Section 152 of the Act shall not apply to such independentdirectors.
The Nomination and Remuneration Committee on 13/11/2014 has confirmed and ratified theappointment of Mr. Pankaj Agarwal and Mr. Bharat Bhelose as Independent Director of thecompany for a period of five years starting from 13th November 2014 upto 12th November2019 and who are not liable to retire by rotation. On the recommendation of the Nominationand Remuneration Committee the Board seeks the ratification of the same from the membersof the Company.
Further at the time of appointment of an independent director the Company issues aformal letter of appointment outlining his/her role functions duties andresponsibilities as a director.
Mr. Harsh Jain Additional Director of the company resigned from the Board due to preoccupation on 16/06/2015 and Mr Bharat Bhelose resigned from the Board due to preoccupation on 24/06/2015.
INDEPENDENT DIRECTORS DECLARATION:
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Clause 49 of the ListingAgreement.
The Independent Directors under section 149(6) of the Companies Act 2013 declaredthat:
1. They are not a promoter of the Company or its holding subsidiary or associatecompany;
2. They are not related to promoters or directors in the company its holdingsubsidiary or associate company.
3. The independent Directors have /had no pecuniary relationship with company itsholding subsidiary or associate company or their promoters or directors during thetwo immediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Director has or had pecuniary relationshipor transaction with the company its holding subsidiary or associate company or theirpromoters or directors amounting to two per cent. or more of its gross turnover or totalincome or fifty lakh rupees or such higher amount as may be prescribed whichever islower during the two immediately preceding financial years or during the currentfinancial year;
5. Independent Director neither himself nor any of his relatives--
(i) holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;
(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of--
(A) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten percent. or more of thegross turnover of such firm;
(iii) Holds together with his relatives two percent. or more of the total voting powerof the company; or
(iv) is a Chief Executive or Director by whatever name called of any nonprofitorganization that receives twenty-five percent. or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two percent. or more of the total voting power of the company;
6. Independent Director possesses such qualifications as may be directed by the Board.
The Company & the Independent Directors shall abide by the provisions specified inSchedule IV of the Companies Act 2013.
Clause 49 of the Listing Agreement mandates that the Board shall monitor and review theBoard evaluation framework. The Companies Act 2013 states that a formal annual evaluationneeds to be made by the Board of its own performance and that of its committees andindividual directors. Schedule IV of the Companies Act 2013 states that the performanceevaluation of independent directors should be done by the entire Board of Directorsexcluded the director being evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The Board approved the evaluation results ascollated by the Nomination and Remuneration Committee.
PERFORMANCE OF THE BOARD AND COMMITTEES:
During the year under review the performance of the Board & Committees andIndividual Director(s) based on the below parameters was satisfactory:
(i) Most of the Directors attended the Board meeting;
(ii) The remunerations paid to executive Directors are strictly as per the company andindustry policy.
(iii) The Independent Directors only received sitting fees.
(iv) The Independent Directors contributed a lot in the Board and committeedeliberation and business and operation of the company and subsidiaries based on theirexperience and knowledge and Independent views.
(v) The Credit Policy Loan Policy and compliances were reviewed periodically;
(vi) Risk Management Policy was implemented at all critical levels and monitored by theInternal Audit team who places report with the Board and Audit committee.
MEETING OF INDEPENDENT DIRECTORS:
Pursuant of the provision of Section 149 (8) of the Companies Act 2013 read withSchedule IV and Clause 49 of the Listing Agreement the Independent Directors of theCompany held their meeting on 13th February 2015 reviewed the performance of non-independent directors and the Board as a whole including the Chairperson of the Companyviews expressed by the executive directors and non-executive directors at various leveland quantified the quality quantity and timeliness of flow of information between theCompany management and the Board and expressed satisfaction.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on 31st March 2015 the Board consists of 8 members. Out of which two isthe Independent Directors two Promoter directors and the four is the 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 this Board report. We affirm that theremuneration paid to the directors is as per the terms laid out in the nomination andremuneration policy of the Company.
COMMITTEES OF THE BOARD:
Currently the Board has Four Committees: 1) Audit Committee 2) Nomination andRemuneration Committee 3) Risk Management Committee 4) Shares Transfer /InvestorGrievances Committee
A detailed note on the Board and its Committees is provided under the CorporateGovernance Report that forms part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE
Pursuant to the Section 178 of the Companies Act 2013 the Company has set up aNomination and Remuneration and Stakeholders Relationship Committee under the Chairmanshipof the Independent Director Mr. Pankaj Agarwal Mr. Bharat Dashrath Belose Mr. Cyrus Bhotand Mr. Shantanu Sheorey.
The Gist of the Policy of the said committee:
For Appointment of Independent Director (ID):
a. Any person who is between the age of 25 years and below 75 years eligible to becomeIndependent Director(ID);
b. He has to fulfill the requirements as per section 149 of the Companies Act 2013read with Clause 49 of the Listing Agreement;
c. Adhere to the code of conduct as per Schedule IV to the Companies Act 2013;
d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Tradingpolicy of the Company;
e. Independent Director should have adequate knowledge and reasonably able tocontribute to the growth of the Company and stakeholders;
f. Independent Director should be able to devote time for the Board and other meetingsof the company;
g. Entitled for sitting fees and Reasonable conveyance to attend the meetings; and
h. Able to review the policy participate in the meeting with all the stakeholders ofthe company at the Annual General Meeting.
RISK MANAGEMENT POLICY
The company has developed Risk Management Policy mainly covering the following areas ofconcerns
1. License and policy of respective government all over the world in connection withMovies and serials. .
2. Adequate policy in connection with foreign exchange management fluctuations thereofduly placed before the Board.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company.
Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented toBoard.
M/s. Dhawan & Co. Chartered Accountants is the internal Auditor of theCompany.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies Act 2013 theBoard of Directors of the Company hereby confirm:
(i) That in the preparation of the accounts for the financial year ended 31stMarch2015 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 were 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 Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) That the Directors have prepared the accounts for the financial year ended31stMarch 2015 on a 'going concern' basis.
(v) The internal financial controls laid and have been followed by the company and thatsuch controls are adequate and are operating effectively. Such controls means controls andpolicies and procedures adopted and adherence by the company for orderly and efficientconduct of the business for safeguarding assets prevention and detection of frauds anderrors and maintenance of accounting records and timely preparation of financialstatements 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.
At the Annual General Meeting held on August 14 2014 M/s. Motilal & AssociatesChartered Accountants were appointed as statutory auditors of the Company to hold officetill the conclusion of the 22nd Annual General Meeting to be held in the calendar year2015.
In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s. Motilal & Associates CharteredAccountants as statutory auditors of the Company is placed for ratification by theshareholders.
In this regard the Company has received a certificate from the auditors to the effectthat if they are reappointed it would be in accordance with the provisions of Section 141of the Companies Act 2013.
M/s. P. D. Pandya & Associates Company Secretraies in Practice was appointed toconduct the secretarial audit of the Company for the financial year 2014-15 as requiredunder Section 204 of the Companies Act 2013 and Rules there under.
The Board has appointed M/s. Amarendra Mohapatra & Associates Company Secretary inPractice as secretarial auditor of the Company for the financial year 2015-16.
The Auditors have not made any qualification to the financial statement. Their reportson relevant notes on accounts are self-explanatory and do not call for any comments undersection 134 of the companies Act 2013.
JUSTIFICATION ON OBSERVATION MADE BY THE AUDITORS.
|OBSERVATION ||JUSTIFICATION |
|Non Compliance of KMP ||The Company has appointed CFO as KMP and is in the process of filing the necessary forms to the Concerned Authorities. Further the Company is in the process of appointing Whole Time Director/Managing Director and Company Secretary. |
|Non compliance of Clause 49 of Listing Agreement regarding Constitution of Board of Directors. ||The Company is in the process to appoint One more Independent director to reconstitute the board as per the Listing Agreement |
|Default in payment of loan/ interest to the financial institution and banks ||Please refer Point No.B (5) & (6) of the other Notes on accounts. |
|Suspension of trading of Securities of the Company. ||Trading of the Securities of the Company was suspended from 07th January 2015. However company has filed an appeal to Securities Appellate Tribunal (SAT) for this and judgment passed by SAT on 3rd day of March 2015 is in favor of the company. Further the SAT order has been challenged by BSE in Hon'ble Supreme Court and the Matter is still pending with the Hon'ble Supreme Court. |
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.
CONSERVATION OF ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:
As required by the Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules 1988 the relevant information pertaining to conservation of energytechnology absorption foreign exchange earnings and outgo are as follows:
A) CONSERVATION OF ENERGY:
The Company continues its policy of encouraging energy conservation measures. Theregular review of energy consumption and the systems installed to control utilization ofenergy is undertaken.
B) RESEARCH &DEVELOPMENT ACTIVITIES:
There is a dedicated team being formed which conduct market research will prepare theinputs which will be used to create the R&D Pipeline.
Continuous efforts are being made to improve reliability and quality through inhouseR&D efforts and presently the R&D is headed by MS Karishma Jain.
C) TECHNOLOGY ABSORPTION:
The Company is equipped with technologies from world's leaders.
D) FOREIGN EXCHANGE EARNINGS & OUTGO:
| || ||( Rs . in Lacs) |
| ||2014-2015 ||2013-2014 |
|a. Foreign Exchange Earned ||00 ||00 |
|b. Foreign Exchange Used ||00 ||00 |
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management Policy (FRM) to dealwith instance of fraud and mismanagement if any in staying true to our values ofStrength Performance and Passion and in line with our vision of being one of the mostrespected companies in India the Company is committed to the high standards of CorporateGovernance and stakeholder responsibility.
A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.
The FRM Policy ensures that strict confidentiality is maintained whilst dealing withconcerns and also that no discrimination will be meted out to any person for a genuinelyraised concern.
RELATED PARTY TRANSACTIONS/CONTRACTS:
Pursuant to the Section 134(3)(h) of the Companies Act 2013 and Rule 8(2) of theCompanies (Accounts) Rules 2014 the particulars of contract or arrangement entered intoby the Company with related parties referred to in Section 188(1) are available in theNote 1(B)(8) to the Standalone financial statements section of the Annual Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Loans Guarantees and Investments covered under section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.
EXTRACT OF ANNUAL RETURNS
Pursuant to the Section 134(3)(a) of the Companies Act 2013 the details forming partof the extract of the Annual Return is Form MGT-9 is Annexure-V.
HUMAN RESOURCES MANAGEMENT:
We take this opportunity to thank employees at all levels for their dedicated serviceand contribution made towards the growth of the company. The relationship with the workershas continued to be cordial.
To ensure good human resources management at the company we focus on all aspects ofthe employee lifecycle. This provides a holistic experience for the employee as well.During their tenure at the Company employees are motivated through variousskill-development engagement and volunteering programs.
As per provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isAnnexure-VI to this Board's report.
In terms of Section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 noemployee(s) drawing remuneration in excess of limits set out in said rules forms part ofthe annual report.
Considering the first proviso to Section 136(1) of the Companies Act 2013 the AnnualReport is being sent to the members of the Company and others entitled thereto. The saidinformation is available for inspection at the registered office of the Company duringbusiness hours from 11 a.m to 2 p.m on working days of the Company up to the date of theensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereofmay write to the Company in this regard.
A Report on Corporate Governance along with a Certificate from M/s. Motilal &Associates Chartered Accountants. regarding compliance with the conditions of CorporateGovernance as stipulated under Clause 49 of the Listing Agreement with Stock Exchangeforms part of this Report and Annexure-VII to this Board's Report.
INSURANCE OF ASSETS
All the fixed assets and material of the company have been insured against fire andallied risks.
BANK AND FINANCIAL INSTITUTIONS
Directors are thankful to their bankers for their continued support to the company.
Your Directors convey their sincere thanks to the Government Banks Shareholders andcustomers for their continued support extended to the company at all times.
The Directors further express their deep appreciation to all employees for commendableteamwork high degree of professionalism and enthusiastic effort displayed by them duringthe year.
| ||On behalf of the Board of Directors. |
|Place: Mumbai ||Shantanu Sheorey ||Nayantara Sheorey |
|Dated: 30th May 2015 ||Chairman ||Executive Director |