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Global Films & Broadcasting Ltd.

BSE: 531660 Sector: Media
NSE: N.A. ISIN Code: INE174D01027
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Global Films & Broadcasting Ltd. (GLOBALFILMS) - Director Report

Company director report

To THE MEMBERS

GLOBAL FILMS & BROADCASTING LIMITED.

FINANCIAL RESULTS

The financial highlights of the Company for the year ended are summarized below.

(Rs. in Lac)

For the year ended
31st March 2015 31st March 2014
Total Revenue 256.17 36.40
Less: Total Expenses 256.01 36.10
Profit/ (loss) before tax 0.17 0.30
Deferred Tax Liability/(Assets) - -
Less: Income Tax / Provision 0.05 0.10
Profit/ (loss) after Tax 0.12 0.20
Brought forward loss from previous year 9.54 9.34
Surplus/(deficit) carried to Balance sheet 9.66 9.54

OPERATIONS AND FUTURE PLANS:

Your Company posted good financial results during the year under review. Turnover ofthe Company has increased from Rs. 36.40Lakhs to Rs. 256.17 Lakhs. However the expensesduring the year have raised significantly from Rs. 36.10 Lakhs to Rs. 256.01 Lakhs due towhich the net profit of the Company has reduced from Rs. 0.30 Lakhs to Rs. 0.17 Lakhs.

However your Company is optimistic about the coming year. Since the Company is tryingto reduce cost and expand its business your Director are hopeful that the results will bemore encouraging.

DIVIDEND:

In order to plough back the profit your Directors have not recommended any dividendfor the year ended 31st March 2015.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid in last 7 years.

DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED:

In accordance with the provision of the Act the Articles of Association of the Companyand as per the Clause 49 of the listing agreement entered with Stock Exchange the Boardof Directors in their Meeting held on 30th March 2015 appointed Ms. Sulbha Boharpi as anAdditional Director (Woman Director & Non-Executive Independent) up to the ensuingAnnual General Meeting. The Company has received notice in writing from her signifying owncandidature for appointment as Non-Executive Independent Director of the Company withrequisite deposit as prescribed u/s 160 of the Companies Act 2013. Ms. Sulbha Boharpi isproposed to be appointed as an Independent Director for five consecutive years for a termup to March 29 2020 or as on the date of 25th Annual General Meetingwhichever is earlier in accordance with Section 149 of the Companies Act 2013. In theopinion of the Board Ms. Boharpi fulfills the conditions specified in the Companies Act2013 and rules made thereunder for her appointment as an Independent Director of theCompany. The Board recommends her appointment at the ensuing Annual General Meeting.

DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors confirmingthat they meet with the criteria of independence as prescribed both under Section 149 (6)of the Companies Act 2013 and under Clause 49 of the Listing Agreement with the BSE.

MEETINGS OF THE BOARD:

During the year ended 31st March 2015 Five (5) Board Meetings were held bythe Company on 29th May 2014 13th August 2014 29thAugust 2014 15th November 2014 and 12th February 2015.

The intervening gap between the meetings was as prescribed under the Companies Act2013 and Clause 49 of the Listing Agreement entered with the BSE. The details of theCommittee Meetings held during the period under review forms part of the CorporateGovernance Report. None of the Directors on the Company’s Board is a Member of morethan 10 Committees and Chairman of more than 5 Committees [Committees being AuditCommittee and Stakeholders’ Relationship Committee] across all companies in whichthey are Directors. None of the Independent Director serves as an Independent Director inmore than 7 listed companies.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place an established internal control system designed to ensureproper recording of financial and operational information compliance of various internalcontrols and other regulatory and statutory compliances. Services of internal auditors areutilized from time to time as also in-house expertise and resources. The Companycontinuously upgrades these systems in line with the best available practices. InternalAudit is conducted throughout the organization by qualified independent Internal Auditors.Findings of the Internal Audit Report are reviewed by the Management and by the AuditCommittee of the Board and proper follow up actions are ensured wherever required.

CHANGE IN THE NATURE OF BUSINESS:

During the period under review there is no change in the nature of business of theCompany. The Company continues to operate in the Media Sector.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 (herein after referred to as "theAct") forms an integral part of this Report as "Annexure A".

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act 2013 the Directors state that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

NOMINATION AND REMUNERATION COMMITTEE POLICY:

The Board has on the recommendation of the Nomination & Remuneration committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

AUDIT COMMITTEE:

Audit Committee assists the Board in fulfilling responsibilities of monitoringfinancial reporting processes review the Company’s established systems of proceduresfor internal financial controls governance and reviewing the statutory and internalaudits. The Audit Committee of the Board of Directors of the Company comprises of three(3) Members namely Mr. Anand Dalvi Mr. Mahesh Jani and Mr. Rajesh Dedhia. Two-third ofthe Members are Independent Directors and one is Executive Director. The Chairman of theCommittee is Mr. Anand Dalvi who is an Independent Director. The detail of terms ofreference of Audit Committee number and dates of meetings held and attendance of theMembers therein have been specified separately in the attached Corporate GovernanceReport. The Board accepted the recommendations of the Audit Committee whenever made by theCommittee during the year.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an Annual Performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsvarious Committees.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board excluding the Directors being evaluated. Theperformance evaluation of the Chairman and Non-Independent Directors was carried out bythe Independent Directors at their separate meeting.

AUDITORS & AUDITORS REPORT:

M/s. Sudhir M Desai & Co. (Reg. No. 041999) the Statutory Auditors to hold officefrom the conclusion of this Meeting until the conclusion of the next Annual GeneralMeeting of the Company to be held in the year 2016 and that the Board of Directors’of the Company be and is hereby authorized to fix their remuneration for the said periodand re-imbursement of actual out of pocket expenses as may be incurred in the performanceof their duties." The Statutory Auditors M/s. Sudhir M Desai & Co. CharteredAccountants have issued their reports on Financial Statements for the year ended 31stMarch 2015. There are no adverse remarks or qualifications in the said report. The Noteson Accounts referred to in the Auditors’ Report are self-explanatory and do not callfor any further comments.

Your Directors recommend reappointment of M/s. Sudhir M Desai & Co. as the Auditorsof the Company.

SECRETARIAL AUDIT REPORT:

In compliance with the provisions of Sec 204 and other applicable provisions ofCompanies Act 2013 a secretarial audit was conducted during the year by SecretarialAuditors M/s. Mayank Aurora & Co. The Secretarial Auditor’s Report is attached asannexure and form part of this report.

Observation:

The Companies has not appointed Company Secretary as per under Section 203 for theFinancial Year 2014-15

The abovementioned is the observation made by the Secretarial Auditor in their AuditReport. In this regard your Directors want to clarify that the Company had made an honestattempt to appoint a Company Secretary in the year under review. However we were unableto zero in on any candidate.

INTERNAL AUDITOR:

The Company has appointed M/s. Harish Choudhary & Associates CharteredAccountants (Firm Registration No. 137444W) as Internal Auditor of the Company as perSection 138 of the Act.

RISK MANAGEMENT:

Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximize the realization ofopportunities. The Company has laid a comprehensive Risk Assessment and MinimizationProcedure which is reviewed by the Audit committee and approved by the Board from time totime. These procedures are reviewed to ensure that executive management controls riskthrough means of a properly defined framework.

PUBLIC DEPOSITS:

The Company has not accepted any deposit from the general public within the meaning ofsection 73 of the Companies Act 2013 and the rules made there under.

RELATED PARTY TRANSACTIONS:

During the year there were no related party transactions made in the Companytherefore Form AOC-2 is not applicable to the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186:

Details of Loan Guarantees and Investments covered under the provisions of the Actare disclosed in the notes to the Financial Statements.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year ended 31st March 2015 there were no material changes andcommitments affecting the financial position of the Company have occurred between theperiod ended 31st March 2015 to which financial results relate and the date ofthe Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Since the provisions as laid down in the Section 135 of the Companies Act 2013 are notapplicable to the Company hence no such Committee has been formed. However Company hadalways tried in its best possible ways to involve itself in social development activities.

SHARE CAPITAL:

The Issued Subscribed & Paid up Capital of the Company as on 31st March2015 stands at Rs. 60000000/-divided into 60000000 Equity Shares of Re. 1/-each.During the period under review the Company has not issued shares with differential votingrights nor granted any stocks options or sweat equity.

DEMATERIALISATION OF SHARES:

Your Company has connectivity with the National Securities Depository Limited (NSDL)& Central Depository Services (India) Limited (CDSL) for dematerialization of itsEquity Shares. The ISIN No. INE174D01027 has been allotted for the Company Shares.Therefore the members and/or investors may keep their shareholdings in the electronicmode with their Depository Participant.

LISTING OF SHARES:

Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. TheAnnual Listing Fees to the Stock Exchange has been duly paid by the Company.

INSURANCE:

The fixed assets of the Company have been adequately insured.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a vigil mechanism policy in place to enable the Directors and employeesto report their genuine concerns or grievances by having a direct access to the Chairmanof the Audit Committee and the Chief Financial Officer of the Company. The details of thevigil mechanism is explained in the Corporate Governance Report.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement entered with the BSE a separate Report onCorporate Governance practices followed by the Company together with a Certificate fromthe Company’s Auditors confirming compliance forms an integral part of this Report.

Further as per Clause 49 of the Listing Agreement entered with the BSE CEO/CFOCertification confirming the correctness of the financial statements adequacy of theinternal control measures and reporting of matters to the Audit Committee forms anintegral part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is presented in a separate section formingpart of this Annual Report.

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 theReport 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 the ensuing AGM. If any Member is interested in obtaining acopy thereof such Member may write to the Company Secretary in this regard.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:There was no technology absorption and no foreign exchange earnings or outgo during theyear under review. Hence the information as required under Section 134(3)(m) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 is to be regarded asNil.

The Company has not entered into any technology transfer agreement.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for theexcellent assistance and co-operation received from all our Clients Bankers BusinessAssociates and the Government and other regulatory authorities and thank all stakeholdersfor their valuable sustained support and encouragement towards the conduct of theproficient operation of the Company. Your Directors would like to place on record theirgratitude to all the employees who have continued their support during the year.

On behalf of the Board of Directors
For Global Films and Broadcasting Limited
Sd/-
Mahesh Jani
Director
Place : Bhopal
Date : 19.08.2015