Your directors have pleasure in presenting their Sixteenth Annual Report together withthe Audited Accounts for the year ended on 31st March 2015.
| || ||(Rs. Lac.) |
|Particulars ||March 31 2015 ||March 31 2014 |
|Income from Operations ||8595.39 ||489.27 |
|Other Income ||32.32 ||28.23 |
|Total Income ||8627.71 ||517.50 |
|Total Expenditure ||8866.89 ||535.30 |
|Profit /(Loss) before Finance Charges Depreciation and Tax ||(239.18) ||(17.80) |
|Finance Charges ||3.16 ||6.75 |
|Profit /(Loss) after interest but before Depreciation ||(242.34) ||(24.55) |
|Depreciation ||20.41 ||27.42 |
|Profit /(Loss) before Tax ||(262.75) ||(51.97) |
|Provision for Tax || || |
|- Current Tax || || |
|- Deferred Tax || || |
|Prior period Adjustments || ||1.25 |
|Net Profit /(Loss) for the Year ||(262.75) ||(50.72) |
|Profit /(Loss) brought forward from previous year ||1555.31 ||1606.04 |
|Transitional Depreciation ||(19.09) || |
|Profit available for Appropriations ||1273.47 ||1555.31 |
|Appropriations || || |
|Balance Profit /(Loss) carried forward to Balance Sheet ||1273.47 ||1555.31 |
In view of losses incurred during the year your directors have not recommended anydividend on equity shares for the year ended on 31st March 2015.
REVIEW OF OPERATIONS
During the year under review income from Post Production activity decreased to 22.21Lac from 29.63 Lac in the previous year. Income from trading in IPR of Films/Productionand Distribution of Films and TV Serials increased to Rs. 8573.18 Lac from Rs. 16.20 Lacin the previous year. Your Company incurred net loss of Rs.262.75 Lac vis--vis Net Lossof Rs. 50.72 Lac in the previous year after providing for Depreciation of Rs. 20.41 Lac(Previous Year Rs. 27.42 Lac) Current Tax of Rs. Nil (Previous Year Rs.NIL) and DeferredTax of Rs. Nil (Previous Year Rs.NIL).
MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT
The Main Object Clause of Memorandum of Association of the Company is altered byinserting the new clauses No.III (A)2 & (A)3 vide special resolution passed by themembers through Postal Ballot procedure on 23rd April 2015.
The Company proposes to diversify in the field of manufacture import export andgenerally trading in various items of mass consumption such as Electronic GoodsElectricals Plastic Raw Material PVC Resins Liquid Base Spices Tea Coffee SugarToiletries Cosmetics etc. Your Board of Directors is evaluating various businessopportunities in these fields and the Company will commence new business activities afterassessing the business potential vis a vis risk associated with the same.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Board comprises of 4 (Four) Directors including 2 (Two) Independent Directors.Independent Directors provide their declarations both at the time of appointment andannually confirming that they meet the criteria of independence as prescribed underCompanies Act 2013 and Clause 49 of the Listing Agreement. During Financial 2015 yourBoard met 6 (Six) times details of which are available in Corporate Governance Reportannexed to this report.
During the year under review Shri Pravin J. Karia (DIN 00040914)resigned as Directorof the Company with effect from 1st April2015. Your Board places on record itsappreciation for contributions made by Shri Pravin J. Karia (DIN 00040914) during histenure as Non-Independent Director.
The Board of Directors appointed Smt. Malavika A. Acharya (DIN 07007469) as anAdditional Woman Director with effect from 1st April 2015 to hold office up to theforthcoming Annual General Meeting. The Company has received a notice in writing from amember along with requisite deposit pursuant to Section 160 of Companies Act 2013proposing appointment of Smt. Malavika A. Acharya (DIN 07007469) as Woman Director of theCompany. Smt. Malavika A Acharya is wife of Shri Ajay D. Acharya who was the ChiefFinancial Officer of the Company up to 31st March 2015 and also holds more than twopercent of the total voting power of the Company jointly with Shri Ajay D. Acharya and assuch she is considered as Non Independent Director in accordance with the provisions ofSection 149 of the Companies Act 2013 and Clause 49 of the Listing Agreement. Your Boardhas recommended Appointment of Smt. Malavika A. Acharya (DIN 07007469) as Non IndependentWoman Director liable to retire by rotation with effect from 1st April 2015.
Shri Ajay D Acharya Chief Financial Officer (CFO) of the Company resigned with effectfrom 1st April 2015. The Board of Directors appointed Shri Liladhar M. Sawant as ChiefFinancial Officer (CFO) in place of Shri Ajay D. Acharya with effect from 1st April 2015.
In terms of Section 152 of the Companies Act 2013 Shri Gordhan P. Tanwani (00040942)Managing Director (DIN 00040942) retires by rotation at the forthcoming AGM and iseligible for re-appointment. Shri Gordhan P. Tanwani (DIN 00040942) has offered himselffor re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with Section 134(5) of the Companies Act 2013 your Board of directorsconfirms that:
i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures from the said standards;
ii) the accounting policies have been consistently applied and reasonable and prudentjudgment and estimates have been made so as to give a true and fair view of the loss ofthe Company for the year ended on 31st March 2015 and the state of affairs of the Companyas at 31st March 2015 as disclosed in the enclosed accounts;
iii) proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 1956 for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
iv) the annual accounts have been prepared on a going concern basis.
v) They have laid down internal financial controls for the Company and such financialcontrols are adequate and operating effectively; and
vi) They have devised proper systems to ensure compliance with provision of allapplicable laws and such systems are adequate and operating effectively.
EXTRACT OF ANNUAL RETURN
An extract of the Annual Return as of 31st March 2015 pursuant to the sub-section (3)of Section 92 of Companies Act 2013 is appended as an Annexure I to this report.
M/s. Prakkash Muni & Associates (Firm Regn. No. 111792W) Chartered Accountantswere appointed as Statutory Auditors of your Company at the last 15th Annual GeneralMeeting held on 22nd September 2014 for a term of three years. As per the provisions ofSection 139 of the Companies Act 2013 the appointment of Auditors is required to beratified by Members at every Annual General Meeting. Your Board of Directors recommend toratify their reappointment for the year 2015-16.
The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. There is no qualification reservation adverse remark or disclaimergiven by the Auditors in their Report.
A separate report on Corporate Governance is provided together with a Certificate fromStatutory Auditors of the Company regarding compliance of conditions of CorporateGovernance as stipulated under Clause 49 of the Equity Listing Agreement with the StockExchange(s). A certificate of the Managing Director and CFO of the Company in terms ofSub-clause IX of Clause 49 of Equity Listing Agreement inert alia confirming thecorrectness of the financial statements and cash flow statements adequacy of the internalcontrol measures and reporting of matters to the Audit Committee is also annexed.
The Nomination & Remuneration Committee of the Board has laid down the evaluationcriteria for the performance of executive/Non executive / Independent Directors through aBoard effectiveness survey. A questionnaire of the survey is designed with the objectiveof reviewing the functioning and effectiveness of the Board. Each Board member isrequested to evaluate the effectiveness of the members of the Board (other than theDirector being evaluated) on the basis of Information flow decisions- making of thedirectors relationship to stakeholders company performance company strategy and theeffectiveness of the whole Board and its various committees on a scale of one to five.
Evaluation of Independent Directors is done on the basis of their role in GovernanceControl and Guidance and more particularly their performance in the following areas:
Their contribution towards monitoring the Company s corporate governance practice
Their participation in formulating business strategies and
Their participation in Board and Committee meetings and generally fulfilling theirobligations and fiduciary responsibilities as Directors of the Company.
The Company did not receive any complaint of sexual harassment at workplace during theyear under review.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of Companies Act 2013 and the Companies(Appointment and Remuneration) Rules 2014 the Company with approval of Board appointedM/s Dholakia & Associates LLP Company Secretaries in practice to undertake theSecretarial Audit of the Company for the financial year 2014-15. There were noqualification reservation or adverse remarks give by Secretarial Auditors of the Company.The Detailed Report on Secretarial Audit is appended as an Annexure II to this Report.
Your Company has not invited / accepted any deposits from public under Section 73 andSection 76 of the Companies Act 2013.
RELATED PARTY TRANSACTIONS
The Company has not entered into any transactions with related parties in accordancewith the Accounting Standard 18 prescribed by the Institute of Chartered Accountants ofIndia.
PARTICULARS OF EMPLOYEES
The particulars of employees in accordance with the provision of Section 197(12) of theCompanies Act 2013 read with Rule 5 (1) and 5(2) of the Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 is appended as an Annexure III(a) &an Annexure III (b) to this Report.
PARTICULARS OF LOANS GUARANTEE AND INVESTMENTS
Amount Outstanding as at 31st March 2015
|Particulars ||Amount in Rs. |
|Loan Given ||3541942 |
|Investment made ||2500 |
Loan Guarantee and Investments made during the Financial Year 2014-15
|Name of Entity ||Relation ||Amount in Rs. ||Particulars of Loan Guarantee and Investments ||Purpose for which the loans guarantee and Investments are proposed to be utilized |
|Select Media Holdings Private Limited ||- ||3541942 ||Loan Given ||Business Purpose |
|Punjab & Maharashtra Co-op Bank Limited ||- ||2500 ||Investments ||Business Purpose |
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO:
Conservation of Energy
Your Company s activities do not require substantial energy consumption. However theCompany continues to lay emphasis on reducing energy consumption by constantly monitoringthe consumption and taking steps to reduce wasteful use of energy.
The Company is engaged in providing post production services to entertainment industryin its post production studio and creating content for Television and also in filmproduction and distribution where there is not much scope for exports. The Company isselling overseas rights of films to domestic distributors. The Company did not have anyexport income during the year.
|Foreign Exchange Earning ||NIL |
|Foreign Exchange Outgo ||Rs. 261.02 Lac |
Research & Development Technology Absorption Adoption and Innovation
The Company has not under taken any Research & Development activity.
SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES.
The Company does not have any Subsidiary Joint Venture and Associate Company.
The Board wishes to thank all the Company s customers film producers artists andtechnicians satellite channels and company s bankers who have extended their continuoussupport to the Company.
Your Directors specially thank the shareholders of the Company for having reposed theirconfidence in the management of the Company and employees and technicians of the Companyat all levels for their dedicated services to the Company and the contribution made bythem towards working of the Company.
| ||For and On behalf of the Board of Directors |
| ||Gordhan P Tanwani |
| ||Chairman & Managing Director |
|Place : Mumbai || |
|Date : 5th August 2015 || |