Divine Multimedia (India) Ltd.
|BSE: 523810||Sector: Media|
|NSE: N.A.||ISIN Code: INE611B01022|
|BSE 14:32 | 06 Nov||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 523810||Sector: Media|
|NSE: N.A.||ISIN Code: INE611B01022|
|BSE 14:32 | 06 Nov||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Your Directors are pleased to present the Annual Report of the Company together withthe Audited Financial Statements for the year ended 31st March 2016.
STANDALONE SUMMARISED FINANCIAL RESULTS:
(Rs. Amount in Rupees)
In the Current year under review The Company booked a Loss of Rs. 59 92088/- in theCurrent year operation.
STANDALONE FINANCIAL STATEMENTS:
The Audited Financial Statements of the Company for the financial year ended 31stMarch 2016 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 SEBI Listing regulations is presented in a separate section forming part ofthe 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 2016 the Company held no deposit in any form from anyone. There wasno deposit held by the company as on 31st March 2016 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 6 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 Mr. Prakash Biharilal DhebarDirector of the Company retire by rotation at the ensuing Annual General Meeting andbeing eligible offered himself for re-appointment.
Mrs. Smita Pandya Director of the company resigned from the Board w.e.f 11th February2015 and Mr. Lokanath Mishra Resigned from the Board w.e.f 22nd June 2015 due to preoccupation.
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 Regulation 16(1) (b) of ListingRegulation.
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.
SEBI listing regulations mandates that the Board shall monitor and review the Boardevaluation framework. The Companies Act 2013 states that a formal annual evaluation needsto be made by the Board of its own performance and that of its committees and individualdirectors. Schedule IV of the Companies Act 2013 states that the performance evaluationof independent directors should be done by the entire Board of Directors excluded thedirector 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 if any paid to executive Directors are strictly as per thecompany and industry policy.
(iii) The Independent Directors only received sitting fees if any.
(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 Regulation 25 (3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Independent Directors of the Company held theirmeeting on 12th February 2016 reviewed the performance of non- independent directors andthe Board as a whole including the Chairperson of the Company views expressed by theexecutive directors and non-executive directors at various level and quantified thequality quantity and timeliness of flow of information between the Company managementand 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 2016 the Board consists of 4 members. Out of which threeare Independent Directors and one Executive Director.
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 Three Committees: 1) Audit Committee 2) Nomination andRemuneration Committee 3) Shares Transfer /Investor Grievances 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. Chandrakant Ramchandra Joshi.
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 Sebi listing regulations.
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.
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.
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 31st March2016 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 ended 31stMarch 2016 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 27th September 2014 M/s. Motilal &Associates Chartered Accountants were appointed as statutory auditors of the Company tohold office till the conclusion of the 26th Annual General Meeting to be held in thecalendar year 2017.
In terms of the first provision 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.
Mr. Suprabhat Chakraborty (Membership No.41030 C.P No.15878) Practicing CompanySecretary was appointed to conduct the Secretarial Audit of the Company for the financialyear 2015-16 as required under Section 204 of the Companies Act 2013 and Rules thereunder.
M/s Dhawan & Co. Chartered Accountants (FRN-002864N) was appointed to conduct theInternal Audit of the Company for the financial year 2015-16 as required under Section138 of the Companies Act 2013 and Rules there under
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.
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.
C) TECHNOLOGY ABSORPTION:
The Company is equipped with technologies from world's leaders.
D) FOREIGN EXCHANGE EARNINGS & OUTGO:
(Rs. in Lacs)
WHISTLE BLOWER POLICY:
The Company has formulated a policy known as 'Whistle Blower Policy' to allow andencourage employees to bring to the Management's Notice (Audit Committee) directlywithout necessarily informing their superiors about suspected unethical behaviourmalpractice wrongful conduct fraud violation of the Company's policies including codeof conduct violation of law or questionable accounting or auditing matters by anyemployee/director in the Company without fear of reprisal. The Company further undertakesthat it has not denied any personnel access to the Audit Committee of the Company withrespect to the same.
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 theNotes of 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 which forms part of this report.
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 isprovided 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.
REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT:
Your Company is committed to provide a safe healthy and congenial atmosphereirrespective of cast creed or social class of the employee.
Your Company affirms that during the year there were no complaints reported under theSexual Harassment of Woman at workplace (Prevention Prohibition and Redressal) Act 2013
A Report on Corporate Governance is provided in a separate section which forms part ofthis 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.