The Directors take pleasure in presenting the 26th Annual Report togetherwith the Audited Statement of Accounts of the Company for the financial year ended March31 2020.
COMPANY PERFORMANCE FINANCIAL HIGHLIGHTS
The salient features of the Company's financial results for the year under review areas follows:
(Rs in Lacs)
|Particulars || |
| ||2019-20 ||2018-19 ||2019-20 ||2018-19 |
|Income from operations ||57662.80 ||44030.15 ||57355.48 ||42770.87 |
|Less: Total expenditure ||45246.42 ||42558.48 ||56282.10 ||53281.78 |
|Operating profit ||12416.38 ||1471.67 ||1073.38 ||(10510.91) |
|Less:Interest ||242.44 ||- ||266.21 ||2.22 |
|Less: Depreciation ||3313.46 ||1308.79 ||3884.70 ||1.806.39 |
|Operating Profit after interest and depreciation ||8860.48 ||162.88 ||(3077.53) ||(12319.52) |
|Add: Other income ||605.67 ||2482.16 ||860.70 ||3176.67 |
|Profit before tax ||9466.15 ||2645.04 ||(2216.83) ||(9142.85) |
|Less: Provision for taxation ||3679.21 ||632.58 ||3679.21 ||632.58 |
|Net profit after tax ||5786.94 ||2012.46 ||(5896.04) ||(9775.43) |
|other comprehensive income ||(9.50) ||(3.81) ||5.19 ||29.60 |
|Less: Net loss attributable to Non-controlling interest ||- ||- ||(18.03) ||(40.10) |
|Net profit attributable to owners of the Company ||5777.44 ||2008.65 ||(5872.82) ||(9705.73) |
|Balance of retained earnings ||24077.49 ||22472.53 ||(783.85) ||9381.15 |
|Adj on adoption of Ind AS 116/ 115 ||(132.03) ||83.98 ||(186.38) ||374.33 |
|Impact of change in Ownership ||- ||- ||- ||(330.93) |
|sub total ||29722.90 ||24565.16 ||(6843.05) ||(281.18) |
|Appropriation: || || || || |
|Share issue expenses ||- ||- ||(7.50) ||(15.00) |
|Conversion of preference shares into equity ||- ||- ||2.00 ||- |
|Payment of Dividend ||(809.04) ||(404.52) ||(809.04) ||(404.52) |
|Dividend distribution tax ||(166.30) ||(83.15) ||(166.30) ||(83.15) |
|Balance carried to Balance Sheet ||28747.56 ||24077.49 ||(7823.89) ||(783.85) |
RESULTS OF OPERATIONS
During the year under review the Standalone Revenue from operations of the Company isRS 57662.80/- lacs an increase of 31% over the previous year's RS 44030.15/- Lacs. Asper the Consolidated Accounts the total revenue from operations has increased by 34% fromRS 42770.87/- Lacs to RS 57355.48/- Lacs during the year. Your Company had a Standalonegrowth with a Net profit after tax of RS 5786.94/- Lacs during the year as compared toNet profit of RS 2012.46/- Lacs of previous year.
A detailed discussion on the business performance is presented in the ManagementDiscussion and Analysis Section of the Annual Report.
During the year under review your Directors at their meeting held on February 12 2020had declared an interim dividend of RS 0.40/- per Equity Share of the face value of RS 2/-each for the financial year ended March 31 2020.
The Interim Dividend was paid to the Members whose name appeared in the Register ofMembers as on Tuesday February 25 2020. The total dividend for the financial yearabsorbed was RS 97534426/- including Dividend Distribution Tax of RS 16630072/-.
INVESTOR EDUCATION AND PROTECTION FUND
In terms of the applicable provisions of the Companies Act 2013 read with InvestorEducation and Protection Fund (Accounting Audit Transfer and Refund) Rules 2016 RS61435/- of unpaid/unclaimed dividend was transferred during the year to the InvestorEducation and Protection Fund.
TRANSFER TO RESERVES
The Directors of the Company do not propose to transfer any amount to the GeneralReserve and an amount of RS 28747.56/- Lacs is proposed to be retained in the statementof profit and loss account.
The Company does not have any borrowings during the year under review.
The paid-up Equity Share Capital of the Company as on March 31 2020 is RS202260886/- (Rupees Twenty Crores Twenty-Two Lacs Sixty Thousand Eight Hundred andEighty-Six only). Of the total paid up share capital of the Company 34.33% held byPromoters and Promoter Group all in dematerialized form and balance of 65.67% is held bypersons other than Promoters and Promoter Group out of which majority is indematerialized form. The Company has neither issued shares with differential voting rightsnor granted sweat equity.
During the year under review your Company has not accepted or renewed any amountfalling within the purview of provisions of Section 73 of the Companies Act 2013("the Act") read with the Companies (Acceptance of Deposit) Rules 2014. Hencethe requirement for furnishing of details relating to deposits covered under Chapter V ofthe Act and the details of deposits which are not in compliance with the Chapter V of theAct is not applicable.
CHANGE IN NATURE OF BUSINESS
There was no change in nature of business during the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of the operations performance and future outlook of the Company andits businesses is given in the Management Discussion and Analysis which forms part of theAnnual Report.
As on March 31 2020 your Company has following Subsidiaries:
1. BALAJI MOTION PICTURES LIMITED (BMPL)
BMPL is into the business of distribution of motion pictures and films. It is awholly-owned subsidiary of Balaji Telefilms Limited (BTL).
2. ALT DIGITAL MEDIA ENTERTAINMENT LIMITED (ALT Digital)
The Company's Direct to consumer digital content business is housed under ALT Digital.The Company focuses on creating original and exclusive content for India's DigitalAudience.
It is a wholly-owned subsidiary of Balaji Telefilms Limited (BTL). Like previous yearALT Digital continues to be a material subsidiary of BTL w.e.f. April 01 2019 as its networth exceeded 10% of the consolidated net-worth of BTL in the immediately precedingaccounting year.
3. CHHAYABANI BALAJI ENTERTAINMENT PRIVATE LIMITED (CBEPL)
CBEPL is a Kolkata-based subsidiary of Balaji Telefilms Limited producing televisionand digital content in Bengali. During the year the Company has impaired the value ofinvestment in CBEPL and the company will be liquidated in the foreseeable future.
4. MARINATING FILMS PRIVATE LIMITED (MFPL)
MFPL is a subsidiary of Balaji Telefilms Limited and is the creator producer of realityshows and events.
A detailed review of the operations performance and future outlook and its businessesduring the year under review of the above mentioned subsidiaries form part of theManagement Discussion and Analysis which forms part of the Annual Report.
EMPLOYEE STOCK OPTION PLAN (ESOP)
The applicable disclosures under SEBI (Share Based Employee Benefits) Regulations 2014(the "ESOP Regulations") as at March 31 2020 with respect to ESOP 2017 isavailable on the website of the Company at http://www.balaiitelefilms.com/pdf/ESQP_2019_Disclosure_under_SEBI(SBEB)%20_ Regulations_2014.pdf. During the year there hasnot been any material change in the Company's Employee Stock Option Scheme.
Members seeking to inspect certificate from M/s. Price Waterhouse Chartered AccountantsLLP Statutory Auditors with respect to the implementation of ESOP Scheme are required tosend an email to investor balaiitelefilms.com.
AUDITED FINANCIAL STATEMENTS OF THE SUBSIDIARIES
The Audited Financial Statements the Auditors' Report thereon and the Board's Reportwith applicable annexures for the year ended March 31 2020 for the Subsidiaries areannexed along with the Annual Report.
Further a statement containing the salient features of our subsidiaries in theprescribed Form AOC-1 is appended as Annexure I to the Board's Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company is prepared in accordance with theaccounting principles generally accepted in India including the Indian AccountingStandards (IND AS) and forms part of the Annual Report.
The Annual Financial Statements of the subsidiaries and related detailed informationforms part of the Annual Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT IMPACT OF COVID-19 ON BUSINESS
The lockdowns and restrictions imposed on various activities due to COVID - 19pandemic while being a necessary measure to contain its spread have also posed anunprecedented challenges to all businesses and the business operations. The Company havealso been impacted.
Availability of fresh content is constrained because of stoppage of all the shootingand other allied production activities resulting in revenue loss for the Company.Availability of new digital content is constrained because of stoppage of freshproductions and the Company has managed to release shows that were in inventory. There wasno major impact on control environment and operating effectiveness of internal controls asthe month end / year end / other controls were operated by way of digital or e-mailsign-offs and online reviews through teleconferencing and Video Conference during the lockdown period.
Ability to maintain operations during lockdown
The Company managed to ensure smooth functioning of critical operations by providingnecessary digital infrastructure including laptops / desktops VPN access videoconferencing tools etc. to allow employees to operate from home. All on site productionremained closed as the Company followed local regulations during the lockdown.
The Company resumed its content production operations as per the directives andpermissions of the State Government and other statutory and trade bodies on June 26 2020complying with the advisories issued by concerned authorities and following all health andsafety measures. Corporate offices were opened as per the directions received from theconcerned authorities and were operating at 10% capacity.
Steps taken to ensure smooth functioning of operations post resumption
We have taken the following steps to ensure smooth functioning of operations postconclusion of the lockdown period:
i. The Company has identified people in each function whose physical presence in officeis essential to maintain smooth operations of the Company.
ii. The Company has taken safety measures such as suspending biometric attendancemaking hand sanitizer available at key areas around the office including entry and exitpoints ensuring that thermal screening takes place during entry and exit maintainingsocial distancing in seating and common areas.
iii. The Company has prepared a detailed manual capturing the guidelines to be followedon resumption of offices to be shared with alt the employees at the time of resumption.
iv. On the Content Production operations the Company is adhering to all SOP's as laidout by the State Government and Trade bodies and operating with a reduced staff for theshooting.
Estimation of the future impact of Covid19 on the operation
Company understands that this is a temporary setback and is confident that the economyand the media and entertainment sector will bounce back soon with rejuvenated demand andadvertising spends. Subject to the Covid19 situation improving in the country and norelapse of a lockdown the Company anticipates normalcy to start setting in towards theend of Q2 FY2020-21.
The Company sees a positive trend of content aggregators needing more content allowingthe Company to profitably sell its produced content. The Company continues to evaluatealternate options to monetise its content.
Even though the current situation is very volatile we are confident about our abilityto manage the crisis and come out of it in a strengthened position. The Company has takenvarious steps to mitigate the adverse impact of Covid-19 on the business which includesreduction in employee costs across all levels for a limited period waiver of rentals andmaintenance charges for the leased properties and other cost optimization across variousoverheads.
Below are the details of impact of Covid-19 on the Company:-
Financial resources profitability and liquidity position:
The Company has sufficient liquidity to fund its businesses and its future commitments.
The revenue and profitability for the Company for Q1 FY21 is expected to beseverally impacted for its TV business which mainly comprises of commissioned sales forthe leading broadcast companies. As the production process has been stopped during thelockdown phase the Company has not been able to deliver TV series to any of its broadcastcompanies and correspondingly no revenue has been recognized. Production has resumedeffective June 26 2020 with authorities allowing the production of TV series to resumewith strict guidelines. The Company during the lockdown phase also concluded a sale of its3 library series of its digital content for an OTT platform and its broadcast arm.
The Company has also implemented stringent cost control measures across theorganization to conserve cash to address any evolving situation resulting from thepandemic.
The Company's Management has done an assessment of the situation including theliquidity position and the recoverability and carrying value of all its assets andliabilities as at March 31 2020 and concluded that there were no material adjustmentsrequired in the financial statements as on March 31 2020. However the impact assessmentof COVID-19 is a continuing process given the uncertainty associated with its nature andduration. The Company will continue to monitor any material changes as the situationevolves.
There is no adverse impact on Capital and Financial Resources of the Company.
Internal financial reporting and control:
The Company has adopted strong and adequate measures along with daily review mechanismswith senior management to effectively manage internal MIS and other processes.
Demand for its products / services:
Content demand has become more strong with the lockdown and gradual unlocking. Companyexpects demand pre lockdown to continue if not higher.
DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP'S)
Retirement by rotation and subsequent re-appointment
Mr. Jeetendra Kapoor Non-Executive Director is liable to retire by rotation at theensuing AGM pursuant to Section 152 and other applicable provisions if any of theCompanies Act 2013 read with the Companies (Appointment and Qualification of Directors)Rules 2014 (including any statutory modification(s) or reenactment thereof for the timebeing in force) the Articles of Association of the Company and being eligible has offeredhimself for re-appointment. Appropriate resolution for his re-appointment is being placedfor the approval of the Members of the Company at the ensuing AGM. The brief resume of theDirector and other related information has been detailed in the Notice convening the 26thAGM of the Company. The Board recommends his re-appointment as NonExecutive Director ofthe Company.
Continuation of Directorship
Pursuant to Regulation 17(1A) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) (Amendment) Regulations 2018 the continuationof Mr. Arun Kumar Purwar (DIN: 00026383) as Non-Executive Independent Director of theCompany on attaining the age of 75 years w.e.f. May 14 2021 requires Members' approval byway of Special Resolution.
Appropriate resolution for the continuation of Mr. Arun Kumar Purwar as Non-ExecutiveIndependent Director of the Company is being placed for the approval of Members of theCompany at the ensuing AGM. The Board recommends his continuation as Non- ExecutiveIndependent Director of the Company.
Appointment of Non-Executive Director
During the year under review the Mr. Ramesh Sippy was appointed as a Non-ExecutiveDirector by the Members of the Company at the Annual General Meeting held for financialyear 2018-19.
Appointment of Independent Director
The Board of Directors had appointed Dr. Archana Hingorani as an Additional Director(Non-Executive Independent) Director of the Company vide resolution passed by circulationon August 26 2020 who will hold office upto the date of ensuing AGM and shall not beliable to retire by rotation.
Appropriate resolution for her appointment as NonExecutive Independent Director isbeing placed for the approval of the Members of the Company at the ensuing AGM. The Boardrecommends her appointment as NonExecutive Independent Director of the Company.
Resignation of Independent Director
Mr. Ashutosh Khanna Independent Director of the Company stepped down from the Boardw.e.f. July 22 2020 due to personal reasons. The Board places on record its appreciationfor his inspiring guidance and his contribution to improve the overall functioning of theCompany. Mr. Khanna has confirmed that there were no other material reasons other thanthose provided in his resignation letter.
Change in Key Managerial Personnel (KMPs)
During the year under review Mr. Sunil Lulla has resigned as a Group Chief ExecutiveOfficer of the Company w.e.f. August 14 2019 due to personal reasons. The Board places onrecord its appreciation for his inspiring guidance and his contribution to improve theoverall functioning of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from all Independent Directors underSection 149(7) of the Companies Act 2013 that they meet the criteria of independence laiddown in Section 149(6) of the Companies Act 2013 and Regulation 16 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations").
AUDITORS STATUTORY AUDIT
Pursuant to the provisions of Section 139 of the Companies Act 2013 the Members atthe 23rd Annual General Meeting (AGM) held on August 31 2017 had approved theappointment of M/s. Price Waterhouse Chartered Accountants LLP for a term of 5 (five)consecutive years to hold office till the conclusion of the AGM to be held for thefinancial year 2021-22. M/s. Price Waterhouse Chartered Accountants LLP have confirmedthat they are not disqualified from continuing as Auditors of the Company.
While the Statutory Audit Report of M/s Price Waterhouse Chartered Accountants LLPChartered Accountants do not contain any qualification reservation or adverse remarksthe Statutory Auditor in their report on standalone and consolidated financial statementhave included Emphasis of Matter drawing Members attention to Note No 40 and Note No 44 ofstandalone and consolidated Financial Statement respectively in connection withreceivables from one of its co-producer and a film Director.
Statutory Auditor have also included Emphasis of Matter drawing Members attention toNote No 45 and Note No 50 of Standalone and consolidated Financial Statement respectivelyin connection with uncertainties and the management's assessment of the financial impactdue to the restrictions and other conditions related to the Covid-19 pandemic situation.
In accordance with Companies (Cost Records and Audit) Rules 2014 Cost Audit is notapplicable to the Company.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed M/s. MMJB & Associates LLP Company Secretaries as Secretarial Auditors ofthe Company for the financial year 2020-21.
The Report given by the Statutory Auditors on the financial statements of theCompany is part of this Report. There has been no qualification reservation adverseremark or disclaimer given by the Auditors in their Report.
Secretarial Audit Report issued by M/s. MMJB & Associates LLP CompanySecretaries in Form No. MR-3 for the financial year 2019-20 is appended as Annexure II tothe Board's Report. The said Report does not contain any qualification reservationdisclaimer or observation requiring explanation or comments from the Board under Section134(3) of the Companies Act 2013.
COMMITTEES OF THE BOARD
In compliance with the requirements of Companies Act 2013 and Listing Regulations theBoard had constituted various Board Committees including Audit Committee Nomination andRemuneration Committee Stakeholder Relationship Committee Corporate SocialResponsibility Committee and Internal Complaints Committee. Details of scopeconstitution terms of reference number of meetings held during the year under reviewalong with attendance of Committee Members therein forms part of the Corporate GovernanceReport which forms part of the Annual Report.
DETAILS OF POLICY DEVELOPED AND IMPLEMETED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Corporate Social Responsibility Committee has been entrusted with theresponsibility of formulating and recommending to the Board a Corporate Social
Responsibility Policy (CSR Policy) indicating the activities to be undertaken by theCompany monitoring the implementation of the framework of the CSR Policy and recommendingthe amount to be spent on CSR activities. The Corporate Social Responsibility Policy ofthe Company is also posted on the website of the Company which may be accessed athttp://www. balaiitelefilms.com/corporate-social-responsibilitu. php The Annual Report onCSR activities is annexed herewith as Annexure III to the Board's Report.
i) EXTRACT OF ANNUAL RETURN
The details forming part of extract of Annual Return in Form MGT-9 as required underSection 92 of the Companies Act 2013 and Rule 12 of the Companies (Management andAdministration) Rules 2014 is appended as Annexure IV which forms part of the Board'sReport and is also available on the website of the Company at http://www.balaiitelefilms.com/annual_return.php
ii) REPORTING OF FRAUDS BY AUDITORS
During the year under review neither the Statutory Auditors nor the SecretarialAuditors have reported to the Board or Audit Committee as required under Section134(3)(ca) and 143(12) of the Companies Act 2013 any instances of frauds committedagainst the Company by its officers or employees the details of which would need to bementioned in this Report.
iii) SECRETARIAL STANDARDS
The Company complies with all the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.
iv) INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY
The Board has adopted the policies and procedures for ensuring the orderly andefficient control of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds errors reportingmechanisms the accuracy and completeness of the accounting records and timely preparationof reliable financial disclosures.
v) VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company promotes ethical behaviour in all its business activities and has put inplace a mechanism of reporting illegal or unethical behaviour. The Company has a WhistleBlower Policy wherein the employees are free to report violations of laws rulesregulations or unethical conduct to their immediate supervisor or such other person as maybe notified by the Management to the work groups. The confidentiality of those reportingviolations is maintained and they are not subjected to any discriminatory practice. TheWhistle Blower Policy of the Company is also posted on the website of the Company athttp://www.balaiitelefilms.com/ whistle-blower-policu.php
vi) DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
The requisite details containing the names and other particulars of employees inaccordance with the provisions of Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is appended as Annexure V to the Board's Report.
vii) DISCLOSURE UNDER RULE 5(2) AND RULE 5(3) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
The requisite details relating to the remuneration of the specified employees coveredunder Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is appended as Annexure V to the Board's Report.
viii) RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is also available onthe Company's website at http://www.balaiitelefilms.com/related-partu-trancation-policu.php. The Policy intends to ensure that proper reporting approval anddisclosure processes are in place for all transactions between the Company and RelatedParties. All Related Party transactions entered during the year were placed before theAudit Committee for review and approval. Prior omnibus approval is obtained for RelatedParty Transactions on annual basis for transactions which are of repetitive nature and /or entered in the ordinary course of business and are at arm's length basis. All RelatedParty Transactions entered during the year were in ordinary course of the business and onarm's length basis except letting out of premises to Subsidiary Companies for using it asits Registered office on on-going basis without charging any rent. The information ontransactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule8(2) of the Companies (Accounts) Rules 2014 are given in Annexure VI in Form AOC-2 andthe same forms part of the Board's report.
No Material Related Party Transactions i.e. transactions exceeding ten percent of theannual consolidated turnover as per the last audited financial statements were enteredduring the year by your Company except investment of RS 150/- crores (Rupees One Hundredand Fifty Crores Only) in ALT Digital Media Entertainment Limited which is wholly-ownedsubsidiary of the Company. However as per Section 188 of the Companies Act 2013 andRegulation 23 of Listing Regulations Members approval for such transaction need not besought if the transaction is between the Holding Company and its wholly-owned Subsidiarieswhose accounts are consolidated with the holding Company and placed before theshareholders at the General Meeting for approval.
ix) BUSINESS RISK MANAGEMENT
The Company has in place Risk Management Policy pursuant to the provisions of Section134 of the Companies Act 2013. The risk management framework enables identification andevaluation of business risks and opportunities seeks to create transparency minimizeadverse impact on business objectives and enhance the Company's competitive advantage.Major risks identified by the business and functions are systematically addressed throughmitigation actions on a periodic basis.
x) FIXED DEPOSITS
During the year under review the Company has not accepted any fixed deposit and assuch no amount of principal or interest was outstanding as on the balance sheet date.
xi) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Loans Guarantees and Investments covered under Section 186 of the Companies Act 2013forms part of the notes to the Financial Statements provided in this Annual Report.
xii) PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place a Prevention of Sexual Harassment at Workplace Policy in linewith the requirements of the Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013. Internal Complaints Committee and Apex Committeehas been set up to redress complaints received regarding sexual harassment. All employeesare covered under this policy. During the year 2019-20 no sexual harassment complaint hasbeen registered with the Company.
xiii) 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 status of the Company & its future operations.
xiv) REMUNERATION OR COMMISSION TO MANAGING DIRECTOR
The Managing Director of the Company has not received any remuneration or commissionfrom any of the subsidiary companies.
xv) SCHEME OR PROVISION OF MONEY FOR THE PURCHASE OF ITS OWN SHARES
The Company does not have any scheme or provision of money for the purchase of its ownshares by employees/ Directors or by trustees for the benefit of employees/ Directors ofthe Company.
xvi) REVISION IN FINANCIAL STATEMENTS AND BOARD'S REPORT
During the year under review there was no revision of financial statement and Boardsreport of the Company.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
ENERGY CONSERVATION MEASURES TAKEN BY THE COMPANY
The provisions of Section 134(3)(m) of the Companies Act 2013 relating to conservationof energy do not apply to the Company. However significant measures are taken to reduceenergy consumption by using energy-efficient computers and by purchasing energy efficientequipment. We purchase computers laptops air conditioners etc. that meet environmentalstandards wherever possible and regularly upgrade old equipment with moreenergy-efficient equipment. Currently we use Light Emitting Diode (LED) fixtures toreduce the power consumption in the illumination system.
The provisions of Section 134(3)(m) of the Companies Act 2013 relating to technologyabsorption do not apply to the Company. The Company's research and development initiativemainly consists of ideation of new subjects for our content production business which areused in the creation of new storyline and tracks. The expenses incurred on suchinitiatives are not practically quantifiable. The Company is an integrated player in theentertainment industry and our business is such that there is limited scope for newtechnology absorption adaptation and innovation. However the Company uses the latesttechnology wherever possible to deliver superior production value as a regular process.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The foreign exchange earnings in terms of actual inflows is RS 1753.34/- Lacs(Previous Year RS 1354.36/- Lacs) and the foreign exchange outgo in terms of actualoutflows is RS 47.85/- Lacs (Previous Year RS 73.91/- Lacs).
Your Company has been practicing the principles of good Corporate Governance over theyears and it is a continuous and ongoing process. A detailed Report on CorporateGovernance practices followed by your Company in terms of the Listing Regulationstogether with a Certificate from the Statutory Auditors confirming compliance with theconditions of Corporate Governance are provided separately in this Annual Report.
BUSINESS RESPONSIBILITY REPORT
Business Responsibility Report as per SEBI Listing Regulations are presented inseparate sections forming part of this Annual Report.
MEETINGS OF THE BOARD
During the year under review 4 (four) meetings of the Board of Directors were held thedetails of which are given in the Corporate Governance Report which forms part of thisAnnual Report. The intervening gap between two Board Meetings was not more than OneHundred and Twenty Days.
NOMINATION & REMUNERATION POLICY
The current policy is to have an appropriate mix of Executive Non-Executive andIndependent Directors to maintain the independence of the Board and separate its functionsof governance and management. As on March 31 2020 the Board comprised of twelveDirectors of whom two are Executive Directors four Non-Executive Non- IndependentDirectors and six Independent Directors. The policy of the Company on Directorsappointment and remuneration including the criteria for determining qualificationspositive attributes independence of a Director and other matters as required underSection 178(3) of the Companies Act 2013 is available on our website at http://www.baLaiiteLefiLms.com/nomination-remuneration-policu. She During the year under reviewclause II of Part B of the policy was modified which reads as under:
Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade thereunder or under any other applicable Act rules and regulations the Committeemay recommend to the Board with reasons recorded in writing removal of a Director KMP orSenior Management Personnel subject to the provisions and compliance of the said Actrules and regulations.
The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Companies Act 2013 and the prevailing policy of the Company. The Boardwill have the discretion to retain the Director KMP Senior Management Personnel in thesame position / remuneration or otherwise even after attaining the retirement age for thebenefit of the Company.
DEVIATION OF FUNDS-PREFERENTIAL ALLOTMENT
During the year under review there has been no deviation in the use of proceeds fromthe objects stated in the explanatory statement to the Notice for the General Meetingwhich was held for allotment of shares to Reliance Industries Limited on preferentialbasis.
MECHANISM FOR EVALUATING BOARD MEMBERS
One of the key functions of the Board is to monitor and review the Board evaluationframework. The Board in consultation with the Nomination and Remuneration Committee laysdown the evaluation criteria for the performance evaluation of Executive/Non-Executive andIndependent Directors. The questionnaire of the survey is a key part of the process ofreviewing the functioning and effectiveness of the Board and for identifying possiblepaths for improvement.
The following are the criteria on the basis of which the Directors are evaluated
1) Knowledge to perform the role;
2) Time and Level of Participation;
3) Performance of Duties and Level of Oversight;
4) Professional Conduct and Independence etc.
Feedback on each Director is encouraged to be provided as a part of the survey.
EVALUATION OF BOARD COMMITTEES AND INDIVIDUAL DIRECTORS
The Companies Act 2013 and Listing Regulations provides that annual performanceevaluation of Directors should be carried out by Independent Directors and annualperformance evaluation of Independent Directors should be carried out by other Directorsto the exclusion of Director being evaluated. The Nomination and Remuneration Committeecarries out review of the performance of the Board of Directors based on feedbackreceived from the Directors. The evaluation of the Board as a whole its Committees andIndividual Directors including Executive Director Non-Executive Director and IndependentDirector was conducted based on the criteria and framework adopted by the Board. The Boardtakes note of the evaluation process results as collated by the Nomination &Remuneration Committee of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them Directors make the following statements in terms of Section134(3)(c) of the Companies Act 2013:
a) In the preparation of the annual accounts for the financial year ended March 312020 the applicable accounting standards had been followed along with proper explanationrelating to any material departures;
b) The Directors had selected such accounting policies and applied them consistentlyand made judgements 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 the year under review;
c) Proper and sufficient care had been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual accounts for the financial year ended March 31 2020 had been prepared ona '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 operating effectively;
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
The Directors of the Company wish to acknowledge with gratitude and place on recordtheir appreciation to all stakeholders - shareholders investors customers suppliersbusiness associates banks regulatory and governmental authorities for their cooperationassistance and support. Further they also wish to thank their employees for theirdedicated services.
For and on behalf of the Board of Directors
|Place: Mumbai ||Chairman |
|Date: July 22 2020 ||DIN:00005345 |