TO THE MEMBERS
Your Directors have pleasure in presenting the 27th Annual Report of theCompany together with the Audited Financial Statements for the financial year ended 31stMarch 2020.
1. FINANCIAL PERFORMANCE
| || ||(Rs. in Lacs) |
|Particulars ||2019-20 ||2018-19 |
|Total Income ||2.27 ||595.55 |
|Total Expenditure ||34.19 ||873.59 |
|Profit before exceptional and extraordinary items and tax ||(31.92) ||(278.04) |
|Less: Exceptional item ||- ||- |
|Profit before tax ||(31.92) ||(278.04) |
|Tax ||- ||- |
|Net Profit/(Loss) After Tax ||(31.92) ||(278.04) |
The total income of the company on standalone basis decreased to Rs. 2.27 lacs from Rs.595.55 lacs in the previous year. Total expenditure of the company decreased from Rs.873.59 lacs to Rs. 34.19 lacs. The company has incurred loss of Rs. 31.92 lacs for theyear 2019-20.
Your directors do not recommend any dividend during the year under review.
4. TRANSFER TO RESERVES
No amount is proposed to be transferred to reserves on account of loss incurred duringthe Financial Year 2019-2020.
5. SHARE CAPITAL
As on 31st March 2020 paid-up share capital of the company stood at Rs.34.88 crore consisting of 34880000 equity shares of face value of Rs.10 each fullypaid-up.
6. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR
No material changes or commitments affecting the financial position of the Company haveoccurred between the end of the financial year to which financial statements in thisreport relate and the date of this report.
The company has not accepted any public deposits under the provisions of the CompaniesAct 2013 ('Act').
8. SUBSIDIARIES / JOINT VENTURE / ASSOCIATE COMPANY
Your company does not have any Subsidiary/ Joint Venture and Associate Companies.
9. SECRETARIAL STANDARDS OF ICSI
The company has complied with the requirements prescribed under the SecretarialStandards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).
10. CHANGE IN THE NATURE OF BUSINESS IF ANY
There was no change in the nature of business of the company during the year.
11. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The company has not given any loans or guarantees or made any investments incontravention of the provisions of the Section 186 of the Companies Act 2013. The detailsof the loans and guarantees given and investments made by the Company are provided in thenotes to the financial statements.
12. STATE OF AFFAIRS OF THE COMPANY
The main business activity of the company is of Films Production and Distribution. Yourdirectors carries out the operations with active care and precaution thereby enhancingstakeholders values.
13. EXTRACT OF ANNUAL RETURN
In accordance with the requirements of Section 92 (3) of the Companies Act 2013 andrule 12 (1) of the Companies (Management and Administration) Rules 2014 an extract ofAnnual Return in Form MGT-9 is furnished as "Annexure A'' to this report andalso placed on the Company's website www.52weeksentertainment.com.
14. CORPORATE SOCIAL RESPONSIBILITY
The provisions of section 135 of the Companies Act2013 are not applicable to thecompany.
15. CORPORATE GOVERNANCE
As per the requirement of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has complied with the requirements of Corporate Governancein all material aspects. A report on Corporate Governance together with a certificate ofits compliance from a Practising Company Secretary forms part of this report.
16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms partof this report.
17. RISK MANAGEMENT POLICY
The Board of Directors have adopted a risk management policy for the Company whichprovides for identification assessment and control of risks which in the opinion of theBoard may pose significant loss or threat to the Company. The Management identifies andcontrols risks through a defined framework in terms of the aforesaid policy.
18. WHISTLE BLOWER POLICY / VIGIL MECHANISM
There is a Whistle Blower Policy in the Company and no personnel have been deniedaccess to the Chairman of the Audit Committee. The policy provides for adequate safeguardsagainst victimization of persons who use vigil mechanism. The Whistle Blower Policy isposted on the website of the Company www.52weeksentertainment.com.
19. INTERNAL CONTROL SYSTEMS
The internal financial controls of the Company are commensurate with its size scaleand complexity of operations. The company has policies and procedures which inter aliaensure integrity in conducting business timely preparation of reliable informationaccuracy and completeness in maintaining accounting records and prevention and detectionof frauds and errors. The Audit Committee actively reviews the adequacy and effectivenessof the internal financial control systems and suggests improvements if any to strengthenthe same.
20. DIRECTOR'S RESPONSIBILITY STATEMENT
In compliance of section 134(5) of the Act the directors state that :
(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.
(ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the loss ofthe company for FY2020.
(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
(iv) they have prepared the annual accounts on a going concern basis.
(v) they have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and are operating effectively.
(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and are operating effectively.
21. DIRECTORS & KEY MANAGERIAL PERSONNEL
Mr. Suryakant Kadakane (DIN:02272617) and Mr. Vipin Champawat (DIN:06369837)Independent Directors of the company will be reappointed for another term of 5(Five) yearssubject to approval of shareholders in the ensuing annual general meeting.
(ii) Change in Directorate
During the year under review there was no change in the Board of Directors of theCompany.
(iii) Directors liable to retire by rotation
Mr. Cyrus Bhot (DIN: 00443874) retires by rotation at the ensuing AGM being eligibleoffers himself for reappointment. Necessary details for re-appointment as required underthe Act and the SEBI Listing Regulations is given in the notice of 27th AGM.
(iv) Key Managerial Personnel
There was no change in the Key Managerial Personnel of the company during the yearunder review.
(v) Number of meetings of Board of Directors
This information has been furnished under Report on Corporate Governance which formspart of this report.
(vi) Committees of Board
This information has been furnished under Report on Corporate Governance which formspart of this report.
(vii) Meeting of Independent Directors
The Independent Directors of the company at their meeting held on 13thFebruary 2020 reviewed the performance of non-independent directors and the Board as awhole including the chairman of the company by taking into consideration views expressedby the executive directors and non-executive directors at various level pertaining to thequality quantity and timeliness of flow of information between the company managementand the board have expressed their satisfaction.
(viii) Declaration from Independent Directors
The independent directors have submitted a declaration of independence stating thatthey meet the criteria of independence provided under section 149(6) of the Act asamended and regulation 16 of the SEBI Listing Regulations. The Board took on record thedeclaration and confirmation submitted by the independent directors regarding meeting theprescribed criteria of independence after undertaking due assessment of the veracity ofthe same in terms of the requirements of regulation 25 of the SEBI Listing Regulations.
(ix) Policy on Directors' Appointment and Remuneration
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for the selection and appointment of Directors Senior Management andtheir remuneration. The Remuneration Policy and the details pertaining to the remunerationpaid during the year are furnished in the Corporate Governance Report which forms part ofthis report.
(x) Performance Evaluation
Pursuant to the provisions of the Companies Act 2013 SEBI Listing Regulations andCirculars and Guidance Notes issued by SEBI in this regard the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit Nomination and Remuneration and otherCommittees.
22. STATUTORY AUDITORS AND HIS REPORT
M/s. Motilal & Associates Chartered Accountants (Firm Reg. No. 106584W) wereappointed as Statutory Auditors of the Company till the conclusion of the Twenty NinthAnnual General Meeting to be held in the year 2022. As per the provisions of Section 139of the Act they have confirmed that they are not disqualified from continuing as Auditorsof the Company.
The Audit Report of M/s. Motilal & Associates on the Financial Statements of theCompany for the Financial Year 2019-20 forms part of this Annual Report. The report doesnot contain any qualification reservation adverse remark or disclaimer.
23. SECRETARIAL AUDITOR AND HIS REPORT
Pursuant to the provisions of section 204 of the Act the Board has appointed Mr.Suprabhat Chakraborty practising company secretary (C.P. No. 15878) to undertakesecretarial audit of the Company.
A report from the secretarial auditor in the prescribed Form MR-3 is annexed as "AnnexureB'' to this Report. The same does not contain any qualification reservation oradverse remark.
In addition to the above and pursuant to SEBI circular dated 8 February 2019 a reporton secretarial compliance by Mr. Suprabhat Chakraborty for FY2020 has been submitted withstock exchange. There are no adverse remark reservations or qualifications in the saidreport.
24. RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the financial year were onan arm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of the Act and the Listing Regulations.
There were no materially significant Related Party Transactions made by the Companywith Promoters Directors Key Managerial Personnel which may have a potential conflictwith the interest of the Company at large. Hence there does not exists any details to bementioned in Form AOC-2 which is attached as "Annexure C".
All Related Party Transactions are placed before the Audit Committee for approval. TheCompany has adopted a Related Party Transactions Policy. The policy as approved by theboard is uploaded on the Company's website at https://www.52weeksentertainment.com
25. SEXUAL HARASSMENT
The Company has adopted a policy in line with the requirements of Prevention of SexualHarassment of Women at the Workplace . No complaint was received during the year under thesaid policy.
26. PARTICULAR OF EMPLOYEES
Considering the provisions of Section 197(12) of the Act read with the relevant rulesand having referred to provisions of the First Proviso to Section 136(1) of the Act theAnnual Report is being sent to the members of the Company excluding details ofparticulars of employees and related disclosures. The said information/ details areavailable for inspection at the Registered Office of the Company during working hours onany working day. Any member interested in obtaining this information may write to theCompany Secretary and this information would be provided on request.
27. CONSERVATION OF ENERGY TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The company is not engaged in manufacturing activities and as such the particularsrelating to conservation of energy and technology absorption are not applicable. Thecompany makes every effort to conserve energy as far as possible etc. Particularsregarding Foreign Exchange Earnings and Outgo required under the provisions of Section134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014 are given in the notes forming part of accounts which forms part of the AnnualReport.
28. HEALTH SAFETY AND ENVIRONMENT
The company considers safety environment and health as the management responsibilityand therefore being constantly aware of its obligation towards maintaining and improvingthe environment across various spheres of its business activities.
29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS IMPACTING GOING CONCERN STATUSAND COMPANY'S STATUS IN FUTURE
During year no significant and material orders were passed by any regulator or court ortribunal impacting the going concern status and Company's operations in future.
Your Directors place on record their appreciation for the continued co-operation andsupport extended to the company by the bankers media professionals customers andregulatory authorities. Your Directors also place on record sincere appreciation of thecontinued hard work put in by employees at all levels.
| || |
For and on behalf of Board of Directors
| ||Sd/- ||Sd/- |
| ||(Shantanu Sheorey) ||(Cyrus Bhot) |
|Date : 20.08.2020 ||WholeTime Director ||Director & CFO |
|Place : Mumbai ||DIN- 00443703 ||DIN- 00443874 |