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Encash Entertainment Ltd.

BSE: 538684 Sector: Media
NSE: N.A. ISIN Code: INE552Q01018
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OPEN 25.85
PREVIOUS CLOSE 26.35
VOLUME 15000
52-Week high 25.85
52-Week low 0.00
P/E 646.25
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 25.85
Sell Qty 15000.00
OPEN 25.85
CLOSE 26.35
VOLUME 15000
52-Week high 25.85
52-Week low 0.00
P/E 646.25
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 25.85
Sell Qty 15000.00

Encash Entertainment Ltd. (ENCASHENTERT) - Director Report

Company director report

DIRECTORS’ REPORT

To

The Members

Your Directors have pleasure in presenting the Eight Annual Report of your Companyalong with Audited Statement of Accounts for the financial year ended 31 March 2016.

FINANCIAL SUMMARY OF THE COMPANY

The Financial Performance of your Company for the year ended 31 March 2016 issummarized below :

(Amount in Rs. Lacs)

Particulars 31st March 2016 31st March 2015
Total Income 247.88 184.72
Profit/(Loss) Before Depreciation & Tax 7.38 8.45
Less : Depreciation 3.97 4.21
Profit/(Loss) Before Tax 3.41 4.24
Less : Tax Expenses 0.63 1.70
Profit/(Loss) For The Year 2.78 2.54
Add : Balance as per Last Financial Statements (7.78) (10.32)
Surplus/(Deficit) in the Statement of Profit and Loss (5.00) (7.78)

REVIEW OF OPERATION :

a. TURNOVER

The Company had achieved trading turnover of Rs. 226.12 Lacs during the financial yearcompared with Rs. 164.06 Lacs during the last financial year increase of 37.83%.

b. BUSINESS SPHERES

Your Company operates dynamically in three spheres :

• Film Production :

During the F.Y. 2015-16 Encash has produced a film named ANJALI (Working Title)under the direction of Miss Swati Ganguly which went on floor from 18.02.2015 and ICCHEPURTI (Working Title) under the direction of Mr. Soumitri Sankar Ghosh which went onfloor from 10.05.2015. Both the films are still on floor.

Apart from the above the Company had also produced and acquired 7 (seven) short andtele films during the year which are expected to be released soon.

• Style & Fashion :

??The Company already started its new designer garments showroom under the brand name

FASHION since January 2015 which is running successfully and receiving good demand.

??The Company is under the process of launching Style & Fashion E-Magazine underthe brand name "The Mirror a truth".

• Studio Segment :

The Company had already started its Studio Segment for post production of filmscovering EDITING DUBBING SOUND & SOUND MIXING BGM DI CC PORTFOLIO andCHROMA.

e. EXPORLING NEW STUDIO SEGMENT :

The Company is lauching a Mini Preview Theatre.

MATERIAL CHANGES

There have been no material changes and commitments affecting the financial position ofthe company which have occurred since 31st March 2016 being the end of the FinancialYear of the Company to which financial statements relate and date of the report.

CHANGES IN ACCOUNTING POLICY

There is no change in accounting policy during the year.

DIVIDEND & RESERVES

In view of the planned business growth the directors are unable to recommend dividendfor the year under review nor do they propose to carry any amount to reserves.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Your Company has neither a Subsidiary Company nor a Joint Venture Company during theyear under review. Associate companies details are as under :

Name of the Company % shareholding of EEL Status
Encash Securities Ltd 25.69% Associate

DEPOSITS

During the year the Company has not accepted any deposit under Section 73 of theCompanies Act 2013("the Act") and the Companies (Acceptance of Deposits) Rules2014.

SHARE CAPITAL

The Paid-up Equity Share Capital as on 31st March 2016 stood at Rs. 38964960. TheCompany has not during the year under report issued any shares with or withoutdifferential voting rights granted stock options or issued sweat equity shares.

SIGNIFICANT AND MATERIALS ORDERS PASSED BY THE REGULATORS OR COURT TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

There are no significant materials orders passed by the Regulators/ Courts/ Tribunalswhich would impact the going concern status of the Company and its future operations.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The company has policy for Internal Financial Control System commensurate with thesize scale and complexity of its operations. Detailed procedural manuals are in place toensure that all the assets are safeguarded protected against loss and all transactionsare authorized recorded and reported correctly. The scope and authority of the InternalAudit function is defined in the Internal financial control policy. The Internal Auditormonitors and evaluates the efficiency and adequacy of Internal Financial control system inthe company its compliance with operating systems accounting procedures and policies. Tomaintain its objectivity and independence the internal auditor reports to the Chairman ofthe Audit Committee of the Board the internal audit report on quarterly basis and someare reviewed by the committee. The observation and comments of the Audit Committee areplaced before the board.

The details in respect of internal financial control and their adequacy are included inthe management discussion & analysis which forms part of this report.

DIRECTORS & KEY MANAGERIAL PERSON :

DIRECTORS

Your Board comprises of 4 Directors including 2 Independent Directors. IndependentDirectors provide their declarations both at the time of appointment and annuallyconfirming that they meet the criteria of independence as prescribed under Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015(erstwhile Clause 52 of the Listing Agreement). During the Financial Year 2015-2016 yourBoard met 6 (six) times details of which are available in Corporate Governance Reportannexed to this report.

KEY MANAGERIAL PERSONNEL

The following employees were designated as whole-time key managerial personnel by Boardof Directors during the year 2015-16 pursuant to section 203 of Companies Act 2013 andrules made thereon

1. Mr. Sachet Saraf - Managing Director
2. Ms. Hardika Pancholi - Company Secretary & Compliance Officer
3. Mrs. Suman Saraf - Chief Financial Officer

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to requirements under section 134(5) of the Companies Act 2013 the Board tothe best of its knowledge and belief confirms that :

(i) The applicable accounting standards have been followed in preparation of annualaccounts for the financial year ended 31st March 2016 and proper explanations have beenfurnished relating to material departures;

(ii) Accounting policies have been selected and applied consistently and prudentjudgments and estimates have been made so as to give a true and fair view of state ofaffairs of the Company at end of financial year and of profit and loss of the Company forthe year under review;

(iii) Proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with provisions of the Act for safeguarding assets of the Companyand for preventing and detecting fraud and other irregularities;

(iv) The annual accounts for the financial year ended 31st March 2016 have beenprepared on a going concern basis;

(v) Internal financial controls are in place and that such financial controls areoperating effectively;

(vi) Adequate systems to ensure compliance with the provisions of all applicable lawsare in place and are operating effectively.

BOARD EVALUATION

Criteria has been formulated for formal evaluation of the individual Directors Boardas a whole and the Board Committees. Every Director evaluated the performance of the otherDirectors (excepting himself/herself) the Board as a whole and it’s Committees andprovided feedback to the Nomination & Remuneration Committee reviewed the feedback andmade it’s recommendation to the Board for final evaluation.

NOMINATION & REMUNERATION POLICY

In accordance with the provisions of the Act and SEBI(Listing Obligations andDisclosure Requirements)Regulation 2015 (erstwhile Clause 52 of the Listing Agreement)the Board of Director of the Company on recommendation of the Nomination &Remuneration Committee have adopted the criteria for determination of qualificationpositive attributes and independence of Directors Remuneration of Senior ManagementPersonnel(including Key Management Personnel) and Remuneration of Other Employees. Theabove mentioned criteria and Policies are available at www.encashentertainment.com.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your company is committed to adhere to the highest standards of ethical moral andlegal conduct of business operations. To maintain these standards the Company encouragesits employees who have concerns about suspected misconduct to come forward and expressthese concerns without fear of punishment and unfair treatment. The company has adopted aWhistle Blower policy to establish a vigil mechanism for directors and employees to reportconcerns about unethical behavior actual or suspected fraud or violation of the Codes ofconduct or ethics policy.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees’ particulars which is available for inspection by themembers at the Registered office of the company during business hours on working days ofthe company up to the date of ensuing Annual General Meeting. If any member is interestedin inspecting the same such member may write to the company secretary in advance.

CEO AND CFO CERTIFICATION

In accordance with the provisions of SEBI(Listing Obligations and DisclosureRequirements) Regulations 2015(erstwhile Clause 52 of the Listing Agreement) theManaging Director and Chief Financial Officer of the Company has submitted a certificatefor the year ended 31st March 2016 to the Board of Directors.

AUDITORS :

STATUTORY AUDITORS

The Statutory Auditors M/s Jyoti K Agarwal & Associates Chartered AccountantsKolkata having Firm Registration No. 325111E holds office until the conclusion of theensuing Annual General Meeting and is eligible for reappointment.

Your Company has received confirmation from the Auditors to the effect that theirappointment if made will be in accordance with the limits specified under the CompaniesAct 2013 and the firm satisfies the criteria specified in Section 141 of the CompaniesAct 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. Your Board isof the opinion that continuation of M/s Jyoti K Agarwal & Associates StatutoryAuditors during FY 2016-17 will be in the best interests of the Company and thereforeMembers are requested to consider their reappointment as Statutory Auditors of the Companyfrom the conclusion of ensuing Annual General Meeting till next Annual General Meeting atremuneration as may be decided by the Board.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointment Mrs. Manjula Poddar a Company Secretary in Practice to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report is annexedherewith.

INTERNAL AUDITOR

Pursuant to the provision of section 138 of the Companies Act 2013 and the Companies(Accounts) Rules 2014 the Company has appointed Mr. Samit Kumar Baid to undertake theInternal Audit of the Company for the F.Y. 2016-17. There stood no adverse finding &reporting by the Internal Auditor in the Internal Audit Report for the year ended 31stMarch 2016.

AUDITORS’ REPORT AND SECRETARIAL AUDITORS’ REPORT

The auditors’ report and secretarial auditors’ report does not contain anyqualifications reservations or adverse remarks. Report of the secretarial auditor isgiven as an annexure which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The Company had not taken any initiatives on the activities of Corporate Socialresponsibilities as the provision relating to the same are not applicable to the company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract from the Company’s Annual Return in FormMGT 9 are annexed separately with this Report.

NUMBER OF MEETINGS OF THE BOARD

The company has duly complied with the section 173 of the Companies Act 2013. Duringthe year under review 6 (six) meetings of the Board were convened and held. The maximuminterval between any two meetings did not exceed 120 days. For details of the meetings ofthe board please refer to the corporate governance report which forms part of thisreport.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149 OF THECOMPANIES ACT 2013

As required under provisions of the Act and SEBI(Listing Obligations and DisclosureRequirements)Regulations 2015 all Independent Directors of the Company have confirmedthat they meet the requisite criteria of independence.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments covered under Section 186 ofCompanies Act 2013 forms the part of the Notes to the financial statements provided inthis Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto is disclosed inForm No. AOC -2 as annexed herewith.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Since the Company does not own any manufacturing facility the requirements pertainingto disclosure of particulars relating to conservation of energy technology absorption andforeign exchanges earning and outgo as prescribed under the Companies Rules 1988 arenot applicable.

DISCLOSURE ON POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT

The company has adopted the policy on redressal of Sexual and Workplace harassment asper the Sexual Harassment of Women at Workplace [Prevention Prohibition and Redressal]Act 2013 [‘’Sexual Harassment Act’’]. The Company believes that it isthe responsibility of the organization to provide an environment to its employee which isfree of discrimination intimidation and abuse and also to protect the integrity anddignity of its employees and also to avoid conflicts and disruptions in the workenvironment. Further there stood no cases filed during the year under review.

RISK MANAGEMENT POLICY

Your Company actively stimulates entrepreneurship throughout the organization andencourages its people to identify and seize opportunities. The current economicenvironment in combination with significant growth ambitions of it carries an evolvingset of risks. Encash recognizes that these risks need to be managed to protect itscustomers employees shareholders and other stakeholders to achieve its businessobjectives and enable sustainable growth. Risk and opportunity management is therefore akey element of the overall Encash strategy. This section provides an overview of the keystrategic risks Encash’s risk and control framework and its approach to riskmanagement.

LEGAL AND OTHER INFORMATION; NOT AFFECTING GOING CONCERN STATUS AND COMPANY’SOPERATIONS IN FUTURE

Your company has filed a civil suit at the Hon’ble High Court at Kolkata againstMr Rakesh Singh and others for protection for our copyrights in respect of bengali featurefilm ’Ichhe’. Mr. Rakesh Singh has entered in to an agreement dated 8th June2011 with ourselves assigning entire copyrights of Bengali color film ’Ichhe’.The film as released on 15th July 2011 at several cinema halls in and around Kolkatainfringing our copyrights and violating the terms of captioned agreement. We have soughtrelief by restraining respondents to infringe copyrights injunction to keep custody ofnegative etc. transfer of the negative etc. in our favour injunction render accountsfrom exploitation of such movie and its audio rights injunction to restraining respondentto receive any benefit from that movie handling over the distributor’s share to ourfavour court receiver to be appointed for collection etc.

Hon’ble High Court at Kolkata vide its order dated 8th September 2011 granted anorder of injunction restraining the first and second defendants from realizing orappropriating and part of the proceeds arising out of the exhibition of the cinematographfilm ’Ichhe’. The third defendant is injuncted from dealing with or disposing ofor encumbering or exploiting the satellite and television rights relating to the film inany manner without the previous leave of court.

Hon’ble High Court at Kolkata vide its order dated 8th September 2011 appointedMr. Arindam Sinha advocate as receiver for the purpose of collecting all proceeds arisingout of the exhibition of the cinematograph film ’Ichhe’ from all the exhibitors(Cinema Halls).

ACKNOWLEDGEMENTS

Your Directors take the opportunity to thanks the Regulators Organizations andAgencies for the continued help and co-operation extended by them. The Directors alsogratefully acknowledge all stakeholders of the company viz. customers members vendorsbanks and others business partners for the excellent support received from them during theyear. The Directors place on record their sincere appreciation to all employees of theCompany for their unstinted commitment and continued contribution of the company.

For and on behalf of the Board of Directors
Sachet Saraf
CMD
Place : Kolkata DIN - 01377285
Date : 30.05.2016 Signing as per Board Resolution passed