52 Weeks Entertainment Ltd.
|BSE: 531925||Sector: Media|
|NSE: N.A.||ISIN Code: INE545N01019|
|BSE 00:00 | 19 Aug||0.47||
|NSE 05:30 | 01 Jan||52 Weeks Entertainment Ltd|
52 Weeks Entertainment Ltd. (52WEEKSENTER) - Director Report
Company director report
Your Directors have pleasure in presenting the 25th Annual Report ofthe Company together with the Audited Financial Statements for the financial year ended31st March 2018.
(Rs in Lacs)
The income from operations on standalone basis increased to Rs. 470.03lacs from Rs. 180.60 lacs in the previous year (increased by 38.42%). Total expenditure ofthe Company increased from Rs. 28.42 lacs to Rs. 308.23 lacs. Profit aftertax in thecurrent year stood at Rs. 161.80 lacs.
Your Directors do not recommend any dividend during the year underreview.
During the year under review the Company has not accepted any fixeddeposit and as such no amount of principal or interest was outstanding as on the balancesheet date.
CHANGES IN SHARE CAPITAL
During the year under review there were no change in the issuedsubscribed and paid-up share capital of the Company.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
No Loans Guarantees Investments made or Security provided by theCompany which falls under section 186 of the Companies Act 2013.
STATE OF AFFAIRS OF THE COMPANY
The main business activity of the company is of Films production andDistribution. The company runs through persons having relevant experience and expertise inthe concerned area of operations of the company with motive to take the company at a newstage from where it currently stands.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY
There are no material changes and commitments affecting the financialposition of the Company that have occurred between the close of the financial year ended31 st March 2018 and the date of this Boards' Report.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT
The Company has one subsidiary as on date namely Four Lions FilmsPrivate Limited. There are no associate companies or joint venture companies within themeaning of Section 2(6) of the Companies Act 2013 ('the Act'). The Company have prepareda Consolidated Financial Statement of the Company and of its the subsidiary .TheConsolidated Financial Statements for the year 2017-18 form a part of the Annual Reportand shall be laid before the Members of the Company at the AGM while laying its financialstatements under sub-section (2) of the said section. Pursuant to the provisions ofSection 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules 2014 astatement containing the salient features of the financial statements of the Company'ssubsidiaries in Form AOC-1 is attached as Annexure -1 to the financial statements of theCompany. Further pursuant to the provisions of Section 136 of the Companies Act 2013 asamended by the Companies Amendment Act 2017 the financial statements of the Companyconsolidated financial statements along with relevant documents and separate auditedaccounts in respect of subsidiaries are available on the website of the Company at
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in Form MGT-9 as required under Section92(3) of the Companies Act 2013 read with Companies (Management & Administration)Rules 2014 is annexed to this report as Annexure-ll.
CORPORATE SOCIAL RESPONSIBILITY
The aforesaid provisions were not applicable to the Company during theyear under review.
A separate Report on Corporate Governance as prescribed under the SEBI(Listing Obligations and Disclosure Requirements)Regulations 2015 together with acertificate from the Company's Auditors confirming compliance forms part of this AnnualReport.
MANAGEMENT DISCUSSION ANDANALYSIS REPORT
Management Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of this report.
RISK MANAGEMENT POLICY
Risk Management is the process of identification assessment andprioritization of risks followed by coordinated efforts to minimize monitor andmitigate/control the probability and/or impact of unfortunate events or to maximize therealization of opportunities. The Company has laid down a comprehensive Risk Assessmentand Minimization Procedure. This procedure is reviewed to ensure that the ExecutiveManagement controls risk through means of a properly defined framework.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
In compliance with the provisions of Section 177(9) of the CompaniesAct 2013 and SEBI Listing Regulations the Company has framed a Whistle Blower Policy /Vigil Mechanism for Directors employees and stakeholders for reporting genuine concernsabout any instance of any irregularity unethical practice and/ or misconduct. The detailsof the Vigil Mechanism / Whistle Blower Policy are also posted on the Company's websiteand may be accessed atwww.52weeksentertainment.com.
INTERNAL CONTROL SYSTEMS
The company has in place adequate internal controls commensurate withthe size scale and complexity of its operations. To maintain its objectivity andindependence the Internal Auditors report to the chairman of Audit committee of the Board.Internal Auditors monitor and evaluate the efficacy and adequacy of internal controlsystem in the Company its compliance with operating systems accounting procedures andpolicies of the Company.
DIRECTOR'S RESPONSIBILITY STATEMENT
a. TheAnnualAccountsoftheCompany have been prepared on a going concernbasis;
b. In the preparation of the Annual Accounts the applicable accountingstandards had been followed and there are no material departures;
c. The accounting policies selected were applied consistently and thejudgments and estimates related to these annual accounts have been made on a prudent andreasonable basis so as to give a true and fair view of the state of affairs of theCompany as at March 312018 and of the profits of the Company for the year ended on thatdate;
d. Proper and sufficient care has been taken for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013to safeguard the assets of the Company and to prevent and detect any fraud and otherirregularities;
e. Requisite internal financial controls to be followed by the Companywere laid down and that such internal financial controls are adequate and operatingeffectively; and
f. Proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and are operatingeffectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointed / Re-appointed
During the year under review Mrs. Dhrupa Thakkar (DIN: 05352292) wasappointed as Independent Director of the Company w.e.f. 29th May 2017.
Ms. Karishma Jain (DIN 03053010) Executive Director is liable toretire by rotation at the ensuing Annual General Meeting and being eligible has offeredherself for re appointment. Your Board recommends her reappointment.
Number of meetings of Board of Directors
During the financial year under review 5 (Five) meetings of the Boardwere held on May 292017 July 25 2017 September 142017 December 122017 and February142018. The details of number of meeting attended by each directors are given incorporate governance report.
Committees of Board
In compliance with the requirements of Companies Act 2013 andSEBI(LODR)Regulations2015 your Board had constituted various Board Committees includingAudit Committee Nomination & Remuneration Committee and Stakeholders RelationshipCommittee. Details of the constitution of these Committees terms of reference number ofmeetings held during the year under review along with attendance of Committee Memberstherein forms part of the Corporate Governance Report.
Meeting of Independent Directors
The Independent Directors of the Company at their meeting held on 14thFebruary 2018 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 and expressed satisfaction.
Declaration from Independent Directors
The Company has received the necessary declarations from eachIndependent Director under Section 149(7) of the Companies Act 2013 that he/she meets thecriteria of independence laid down in Section 149(6) of the Companies Act 2013 andRegulations 16(b) and 25 of the SEBI Listing Regulations.
Policy on Directors'Appointment and Remuneration
The Board has on the recommendation of the Nomination and RemunerationCommittee framed a policy for the selection and appointment of Directors SeniorManagement and their remuneration. The Remuneration Policy and the details pertaining tothe remuneration paid during the year are furnished in the Corporate Governance Reportwhich forms part of this report.
Pursuant to the provisions of the Companies Act 2013 SEBI ListingRegulations and Circulars and Guidance Notes issued by SEBI in this regard the Board hascarried out an annual performance evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its Audit Nomination andRemuneration and other Committees.
STATUTORY AUDITORS AND HIS REPORT
Pursuant to the provisions of Section 139 of the Companies Act 2013and the Companies (Audit and Auditors) Rules 2014 and pursuant to the recommendation madeby the Audit Committee of the Board of Directors of the Company M/s. Motilal &Associates having Registration No. 106584W allotted by The Institute of CharteredAccountants of India (ICAI) was appointed as the Statutory Auditors of the Company fromthe conclusion of the 24th AGM of the Company held on 8th September 2017 till theconclusion of the 29th AGM to be held in the year 2022 subject to ratification of theirappointment at every AGM. Accordingly a Resolution seeking the ratification of theMembers for their appointment is included at Item No. 3 of the Notice convening the AGM.
There is no qualification reservation or adverse remark or disclaimerin audit report issued by the auditors of the Company.
SECRETARIAL AUDITOR AND HIS REPORT
The secretarial audit report on the compliance of the applicable ActsLaws Rules Regulations Guildelines SEBI(LODR) etc. stipulated by the provisions ofsection 204 of the Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this report as Annexure -III. There is no qualification reservation or adverse remark or disclaimer in auditreport issued by the Secretarial Auditors of the Company.
RELATED PARTY TRANSACTIONS
All contracts/arrangements/ transactions entered by the Company duringthe financial year with related parties were on an arm's length basis and in the ordinarycourse of business and in compliance with the applicable provisions of the Companies Act2013 and SEBI (LODR) Regulations 2015. There are no materially significant Related PartyTransactions by the Company with Promoters Directors Key Managerial Personnel or otherdesignated persons which may have a potential conflict with the interest of the Company atlarge and accordingly no transactions are required to be reported in Form AOC-2 as per
Section 188 of the Companies Act 2013 which is annexed as Annexure-IV.
The Company's Policy on Prevention of Sexual Harassment at workplace isin line with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rules framed thereunder. During the financialyear 2017-18 there were no complaints received under this category. Further the Companyis committed to provide a safe and helpful work environment to all employees.
PARTICULAR OF EMPLOYEES
Considering the provisions of Section 197(12) of the Act read with therelevant rules and having referred to provisions of the First Proviso to Section 136(1) ofthe Act the Annual Report is being sent to the members of the Company excluding detailsof particulars 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.
CONSERVATION OF ENERGY TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The particulars relating to conservation of energy technologyabsorption foreign exchange earnings and outgo as prescribed under Section 134(3)(m) ofthe Companies Act 2013 read with Rule 8 of Companies (Accounts) Rules 2014 are given inAnnexure - V annexed hereto and forms part of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS IMPACTING GOINGCONCERN STATUS AND COMPANY'S STATUS IN FUTURE
No significant and material order has been passed by the RegulatorsCourts and Tribunals impacting the going concern status and the Company's operations infuture.
The Board wishes to place on record their deep sense of appreciation tothe contribution made by employees at all levels and also extend special thanks to all thestakeholders and various Government agencies for their continued patronage and support.
For and on behalf of Board of Directors
Date: 14.08.2018 Place: Mumbai