Your Directors have pleasure in presenting the Nineth Annual Report of your Companyalong with Audited Statement of Accounts for the financial year ended 31st March 2017.
1. FINANCIAL SUMMARY OF THE COMPANY
The Financial Performance of your Company for the year ended 31st March 2017 issummarized below :
| || ||(Amount in Rs. Lacs) |
|Particulars ||31st March 2017 ||31st March 2016 |
|Total Income ||435.91 ||247.88 |
|Profit/(Loss) Before Depreciation & Tax ||13.03 ||7.38 |
|Less : Depreciation ||12.05 ||3.97 |
|Profit/(Loss) Before Tax ||0.98 ||3.41 |
|Less : Tax Expenses ||(0.49) ||0.63 |
|Profit/(Loss) For The Year ||1.47 ||2.78 |
|Add : Balance as per Last Financial Statements ||(5.00) ||(7.78) |
|Surplus/(Deficit) in the Statement of Profit and Loss ||(3.53) ||(5.00) |
REVIEW OF OPERATION
During the year the management has taken necessary steps for exploring the new Spheresin operation of STUDIO Associate Services for Film Production Preview Theatre Releaseof Movies Distribution of Films including exploitation of stock of Films and other rightsand focussing on its Style & Fashion Segment.
There have been no material changes and commitments affecting the financial position ofthe company which have occurred since 31st March 2017 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 |
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.
The Paid-up Equity Share Capital as on 31st March 2017 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 :
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) Regulations 2015. Duringthe Financial Year 2016-2017 your Board met 5(five) times details of which are availablein Corporate Governance Report annexed to this report.
KEY MANAGERIAL PERSONNEL
The following employees were designated as whole-time key managerial personnel by Boardof Directors during the year 2016-17 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 2017 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 2017 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.
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.
During the period under review the Board of Directors has following committees : (a)The Audit Committee (b) The Nomination and Remuneration Committee (c) The StakeholdersRelationship Committee
The details of the above mentioned committees have been disclosed separately in theCorporate Governance Report which is annexed to and forms a part of this Annual Report.
NOMINATION & REMUNERATION POLICY
In accordance with the provisions of the Act and SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 the Board of Directors of the Company onrecommendation of the Nomination & Remuneration Committee have adopted the criteriafor determination of qualification positive attributes and independence of DirectorsRemuneration of Senior Management Personnel (including Key Management Personnel) andRemuneration of Other Employees. The above mentioned criteria and policies are availableat 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 the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting 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 the Managing Director and Chief Financial Officer of theCompany has submitted a certificate for the year ended 31st March 2017 to the Board ofDirectors.
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.
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.
Pursuant to the provision of section 138 of the Companies Act 2013 and the Companies(Accounts) Rules 2014 the Company has appointed Mr. Sumit Kumar Baid to undertake theInternal Audit of the Company for the F.Y. 2017-18. There stood no adverse finding &reporting by the Internal Auditor in the Internal Audit Report for the year ended 31stMarch 2017.
AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT
The auditors' report and secretarial auditors' report does not contain anyqualifications reservations or adverse remarks.
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 Form MGT 9are 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 5 (Five) 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 is theresponsibility of the organization to provide an environment to its employee which is freeof discrimination intimidation and abuse and also to protect the integrity and dignity ofits employees and also to avoid conflicts and disruptions in the work environment. Furtherthere 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 risk management.
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 against MrRakesh 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 June 2011 withourselves assigning entire copyrights of Bengali color film 'Ichhe'. The film wasreleased on 15th July 2011 at several cinema halls in and around Kolkata infringing ourcopyrights and violating the terms of captioned agreement. We have sought relief byrestraining respondents to infringe copyrights injunction to keep custody of negativeetc. transfer of the negative etc. in our favour injunction render accounts fromexploitation of such movie and its audio rights injunction to restraining respondent toreceive any benefit from that movie handling over the distributor's share to our favourcourt receiver to be appointed for collection etc.
Hon'ble High Court at Kolkata vide its order dated 8th September 2011 granted an orderof injunction restraining the first and second defendants from realizing or appropriatingand part of the proceeds arising out of the exhibition of the cinematograph film 'Ichhe'.The third defendant is injuncted from dealing with or disposing of or encumbering orexploiting the satellite and television rights relating to the film in any manner withoutthe previous leave of court.
Hon'ble High Court at Kolkata vide its order dated 8th September 2011 appointed Mr.Arindam Sinha advocate as receiver for the purpose of collecting all proceeds arising outof the exhibition of the cinematograph film 'Ichhe' from all the exhibitors (CinemaHalls).
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
Managing Director DIN - 01377285
Signing as per Board Resolution passed
Place : Kolkata
Date : 30.05.2017