Your Directors are pleased to present the 29th (Twenty Ninth) Annual Reportof Jain Studios Limited together with Audited Financial Statements and Auditor's Reportfor the Financial Year ended as on 31st March 2019.
The Financial Highlights for the year ended 31st March 2019 are given below:
|Particulars ||2018-19 ||2017-18 |
|Total Income ||25.21 ||321.45 |
|Profit/ (Loss) before Interest Depreciation Exceptional Items and Tax ||(126.22) ||(127.98) |
|Interest ||0.54 ||1.19 |
|Profit/ (Loss) after Interest but beforeDepreciation Exceptional Exceptional items and Tax ||(126.76) ||(125.17) |
|Depreciation ||77.47 ||77.95 |
|Profit / (Loss) before Exceptional Items and Tax ||(204.23) ||(203.12) |
|Exceptional Items (Income) || ||- |
|Exceptional Items (Expenses) || ||. |
|Profit / (Loss) before Tax ||(204.23) ||(203.12) |
|Tax Expense || || |
|MAT/Current Tax || ||- |
|Deferred Tax ||(84.71) ||(85.96) |
|MAT Credit Entitlement || ||- |
|Profit / (Loss) after tax ||(119.52) ||(117.16) |
SUMMARY OF OPERATIONS
The Total Income of your Company for the financial year ended 31st March2019 was Rs. 25.21 Lakhs as against Rs. 321.45 Lakhs in the previousfinancial year ended 31st March 2018. The Loss before Tax for the year underreview was Rs. (204.23) Lakhs as against Loss before Tax of Rs.(203.12) Lakhs inthe previous financial year.Loss after Tax for the year under review was Rs. (119.52)Lakhs as against profit after tax of Rs.(117.16) Lakhs in the previous financial year.
In view of the of the brought forward losses and lack of adequate profits in thecurrent year your directors regret their inability to recommend any dividend forfinancial year 2018-19.
TRANSFER TO RESERVES
During the financial year 2018-19 no amount has been transferred to reserves.
BUSINESS OPERATIONS OVERVIEW & FUTURE OUTLOOK.
The Company's is in the business of electronic media (broadcasting). The Companyoperated a 24-hour News and Current Affairs Channel under the brand name "JAINTelevision". The Company has currently sought talks with the Ministry ofInformation and Broadcasting to resolve pending matters and re-start the channel.
Further the Company has been operating in start up mode and the new business plan isbeing developed whose viability is being0 tested including restart of broadcastingbusiness.
HUMAN RESOURCE DEVELOPMENT
Human Resource is not only an integral part of any organization but also strive itssuccess and growth. The Company believes that human resources are the key resources andintegral part the organization and endeavors to create a culture of openness andempowerment amongst its employees and provide good carrier development.
Your Company believes in trust transparency & teamwork to improve employeesproductivity at all levels and is committed to the welfare of the employees and theirfamilies by putting review and reward system in place.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act 2013 (the Act') in relation tothe Audited Financial Statements for the Financial Year 2018-19 your Directors herebyconfirm that:
a) in the preparation of the annual accounte for the financial year ended 31st March2019 the applicable accounting standards had been followed along with proper explanationrelating 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 as at March 31 2019 and of the profitand 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 the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d) the directors had prepared the annual accounts on a going concern basis; and ols areadequate and were operating effectively.
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.
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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
None of the Company's directors are disqualified from being appointed as a director asspecified in Section 164 (2) of the Companies Act 2013.
Your Board comprises of Six Directors including three Independent Directors.Independent Directors have provided their declarations both atthat they meet the criteriaof independence as prescribed under Companies Act 2013 and SEBI (Listing Obligations& Disclosures Requirements) Regulations 2015. During the year under review Mr. AnandSahu Mr. Ved Pratap Vaidik and Mrs. Renu Kaul Verma have appointed as Additional Director(Non-Executive Independent Director) on 10th November 2018.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
The Board of Directors of your Company during the period under review i.e. Financialyear ended March 31 2019 met 5 (Five) times on 21st May 2018 30th May 2018 14thAugust 2018 10th November 2018 and 14th February 2019. The details of which are givenin the Corporate Governance Report. The intervening gap between the Meetings was withinthe period prescribed under the Companies Act 2013 and as per SEBI (Listing Obligations& Disclosure Requirement) Regulations 2015.
Retirement by Rotation
As per the provisions of the Companies Act 2013 Mrs. Bharti Jain Director (DIN:00504140) of the Company is liable to retire by rotation in the ensuing Annual GeneralMeeting and being eligible seeks re-appointment. The Board of Directors recommends herre-appointment.
Necessary resolutions regarding appointment of aforesaid Director have been included inthe notice convening the ensuing Annual General Meeting.
Key Managerial Personnel
In compliance with the requirements of Section 203 of the Companies Act 2013 the KeyManagerial personnel of the Company are *Mr. Dilip Kumar Singh Chairman & Whole TimeDirector **Mr. Suni th April 2019 and ***Mr. Ashok Kumar Com thFebruary 2019.
During the year under review:
*Mr. Dilip Kumar Singh Chairman & Whole Time Director appointed on 21stMay 2018.
**Mr. Sunil Kumar Malhotra has resigned from the post of Chief Financial Officer on 29thJune 2018 & appointed on 11th April 2019.
***Mr. Ashok Kumar Com pany Secretary & Compliance Officer appointed on 14thFebruary 2019.
****Mr. Deepanshu Arora has resigned from the post of Company Secretary &Compliance Officer on 30th September 2018.
The board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to
the provisions of the Companies Act 2013 and the corporate governance requirements asprescribed by under SEBI (Listing Obligation and Disclosure Requirements) Regulations2015.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual directors to the Board and committee meetings likepreparing on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
In a separate meeting of Independent Directors held on 14th February 2019performance of non-independent directors performance of the board as a whole andperformance of the Chairman was evaluated. Based on such report of the meeting ofIndependent Directors and taking into account the views of executive directors andnon-executive directors the Board had evaluated its performance on various parameters suchas Board composition and structure effectiveness of board processes effectivenesstributions from each Directors etc.
The Statutory Auditors M/s Anisha Bansal & Co. Chartered Accountants New Delhihaving Firm Registration Number 031189N have resigned as the Statutory Auditor of theCompany on 16th July 2018.
The Board appointed M/s Vikas Dahiya & Co. Chartered Accountants FirmRegistration Number 026025N to fulfill the casual vacancy caused due to resignationof M/s Anisha Bansal & Co. Chartered Accountants. The Statutory Auditors of theCompany to hold office from the conclusion of the 28th Annual General Meeting till theconclusion of the 33rd Annual General Meeting of the Company. The Shareholdersapproved the appointment of M/s Vikas Dahiya & Co. Chartered Accountants FirmRegistration Number 026025N in duly held Annual General Meeting of the Company onSaturday 29th Day of September 2018.
In accordance with the companies amendment act 2017 enforced on 7th May 2018 by theministry of corporate Affairs the appointment of statutory auditor is not required to berectified at every Annual General Meeting.
Explanation by the Board of Directors on Auditor's Observations
1. Necessary follow up and proceeding related to pending issues with the concernedauthorities has been accomplished.
2. In the opinion of the management since the case is sub-judice the amount as percourt's order has been shown as Contingent Liability
3. In respect of MAT credit entitlement amounting to Rs. 26.45 Lakhs recognized andcarried over based on management perception and our inability to comment thereon we areseriously considering implementation of a new business plan and are hopeful that the samewill be taken care of in the new business case
4. In respect of recognition and carryover of deferred tax assets (net) amounting toRs. 965.46 Lakhs based on management perception in years against which such assets can berealized. We are hopeful that the new business plan being evaluated will take care of thesame.
5. Company has asked SASF to come for discussion for settlement of dues. SASF vide itsletter (LOA) dated 02.03.2019 has agreed for fresh One Time Settlement (OTS) of duessubject to certain terms and conditions and upon payment of Rs. 750.00 Lakhs (as perAppendix) tranche payment of Rs. 50.00 Lakhsas per payment schedule on or before02.04.2019. The Management vide its letter dated 11.04.2019 to SASF has applied forextension of time for making the payments has
6. Company's business at presen is shut to over one financial year and there are noongoing disputes and claims. However the balance sheet seems to carry some old claims anda separate exercise is being undertaken to ascertain if the claims are valid or need to bewritten off.
As per the provisions of Section 204 of the Companies Act 2013 and Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/S KKS & Associates Company Secretaries in practice to undertake theSecretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith in Annexure I.
The report of Statutory Auditor and/or Secretarial Auditor forming part of this Annualreport having any qualification reservation or adverse remarks are self-explanatory anddo not call for further explanation.
M/S Gulshan Bhardwaj & Co Chartered Accountant continue to be the Internal Auditorsof your company for the financial year 2018-19
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture and Associate Companies.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETING AND GENERAL MEETING
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and General Meetings.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) ofthe Act has been disclosed in the corporate governancereport which forms part of this directors' report. The board on recommendation ofNomination and Remuneration Committee approved Remuneration Policy for Director KMP andSenior Management Employee are also available at the website of the company.
Detailed composition of the mandatory Board Committees viz. Audit Committee Nominationand Remuneration Committee Stakeholder Relationship Committee and no. of meetings heldduring the year under review and other related details are set out in the CorporateGovernance Report which forms a part of this Report.
DISCLOSURE REGARDING MAINTAINANCE OF COST RECORD
The Company is not required to maintai (1) of section 148 of the Companies Act 2013.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
In accordance with the provisions of the Sexual Harassment of Women at the Workplace(Prevention Prohibition & Redressel) Act 2013 and the Rules framed there under forprevention and redressal of complaints of sexual harassment at workplace along with astructured reporting and redressal mechanism. The Company has complied with provisionsrelating to the constitution of Internal Complaints Committee under the said Act. Therewere no complaint regarding sexual harassment by any women employees (permanentcontractual temporary trainees) who are covered under this policy till the date of thisreport.
AUDIT COMMITTEE RECOMMENDATIONS
The Audit Committee has recommended for deposit of all statutory dues such as ProvidentFund Employees State Insurance Service Tax Sales Tax/VAT Custom Duty Cess TDS andany other material st the necessary returns to the concerned departments before due dateto avoid unnecessary interest penalties and prosecutions
PENDING STATUS OF PREFERENTIAL ISSUES AND REDUCTION OF SHARE CAPITAL
Company had allotted 3800000 and 1500000 equity shares on 25.08.2005 and on25.02.2006 respectively to the Indian Promoter Group Companies against the conversion of5300000 share warrants allotted on 26.08.2004. Thereafter Company got the in-principleapproval from BSE for listing of said shares vide their letter dated 26.05.2008 with thecondition of in-principle approval from NSE also. However NSE did not grant any listingand trading permission of said 5300000 shares allotted by the Company on preferentialbasis due to certain lapses of erstwhile SEBI (DIP) Guidelines.
Non listing of the said 5300000 Equity Shares led to a mismatch between the"Issued Equity Share Capital" & "Listed Equity Share Capital" ofthe Company.
It may be noted that the "Issued Equity Share Capital" has to be in line withthe "Listed Equity Share Capital" as per the Stock Exchanges.
Hence it was proposed by the Board for reduction of the unlisted 5300000 EquityShares of Rs. 10/- each issued at a premium of Rs.9/- each by paying off/ returning theentire paid up share capital on the unlisted 5300000 (Fifty Three Lac) Equity Shares ofRs. 10/- each fully paid up to those allottees who had subscribed to the saidpreferential allotment of 5300000 equity shares made by the Company and therebyextinguishing all those shares. Further apart from above it was proposed to issue upto477000 (Four Lac Seventy Seven Thousand) Redeemable Preference Shares of Rs.100/- eachfully paid up at par in one or more trenches to these allottees against and in proportionto the share premium amount received by the Company @ Rs.9/- each per share (5300000equity shares) from these allottees. The said resolutions were approved by theshareholders of the Company at their aGm held on 30 th September 2011.
Company received NOC from NSE and BSE vide their letter dated 06.03.2012 and 04.04.2012respectively an d part creditor(s) of the relating to Re-Organisation and Reduction ofshare capital with the Hon'ble High Court of Delhi pursuant to Section 391 and otherapplicable provisions of the Companies Act 1956. However pursuant to SEBI circular dated04.02.2013 Company was required again to obtain the NOC from BSE and NSE alongwith theobservation/approval of SEBI as the before 04.02.2013 due to some technical andproceduralformalities including non-issue of NOC by SASF.
Therefore company once again flied the draft copy of said scheme along with othercertificates and documents with BSE and NSE for their NOC with the observation andapproval of SEBI. However after review and observation of SEBI again Scheme of Reductionshall be modified and shall be filed with BSE & NSE for their NOC subject toobservation and approval of SEBI before filling the same with Hon'ble High Court ofDelhi/any other appropriate authority.
ISSUE OF EQUITY SHARES AND WARRANTS TO THE PROMOTERS OF THE COMPANY
6050000 equity shares of Rs. 10/- each fully paid up of the Company at a premium ofRs. 2.50/- each per share and 5150000 Warrants convertible into equivalent number ofequity shares of Rs.10/- each at premium of Rs.2.50/- each per share issued and allottedto the Promoter of the Company on 23.04.2012 against the consideration of full applicationmoney and 25% warrant money. Thereafter Company allotted 3158700 equity shares of Rs.10/- each fully paid up at a premium of Rs.2.50/- per share to the Promoter(s) of theCompany on 17.10.2013 by converting 3158700 Warrants out of 5150000 allotted Warrantson receiving balance warrant money. Total consideration from issue of equity shares andwarrants as mentioned above was utilized by the Company to clear the agreed OtS amount ofRs.11.00 Crore in cash to SASF and some outstanding statutory dues of the Company.
LISTING OF EQUITY SHARES
Listing Application along Rwith necessary and NSE for listing of 6050000 equityshares of Rs.10/- each fully paid up of the Company at a premium of Rs. 2.50/- each pershare allotted to the Promoter of the Company and 5000000 equity shares of Rs.10/- eachfully paid up at par of the Company allotted to Stressed Assets Stabilization Fund (SASF)respectively. With reference to our said listing application BSE vide their letter dated30.07.2012 has given the listing approval. But trading permission will be granted by BSEsubject to obtaining of listing approval from NSE and some other formalities with NSDL& CDSL. Listing approval from NSE is awaited.
Further on allotment of 3158700 equity shares on 17.10.2013 listing application hadbeen filed with BSE & NSE along-with other for listing of these shares at BSE &NSE.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Particulars of loans guarantees and investments made by the Company required undersection 186 (4) of the Companies Act 2013 are given in Notes to the Financial Statements.
RELATED PARTIES TRANSACTIONS
Reportable under Section 188 of the Companies Act 2013. The related party disclosuresare given in the notes to the financial statement.
PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS AND DISCLOSURESON THE REMUNERATION OF THE DIRECTORS
All pecuniary relationship or transactions of the non executive directors vis-a-vis thecompany along with criteria for such payments and disclosures on the remuneration ofdirectors along with their shareholding are disclosed Form MGT-9 which forms a part ofthis Report.
INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS
Mrs. Bharti Jain Woman Director of the Company Daughter in law of Dr. Ragini Jain(Woman Director of the Company).
The Company is providing e-voting facility to all members to enable them to cast theirvotes electronically on all resolutions set forth in the Notice. This is pursuant tosection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Rules 2014 and Regulation 44.2 of the SEBI (Listing Obligations andDisclosure requirements) Regulations 2015. To comply with the requirements of newCompanies Act 2013 and to ensure good governance for its members your Company hasprovided e-voting facility for its last year general meetings to enable its members toparticipate in the voting electronically. The instruction(s) for e-voting for ensuingAnnual General Meeting is also provided with notice to shareholders of this Annual Report.
The Company has not accepted or renewed any deposit under during the year under review.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Actread with Companies (Management & Administration) Rules 2014 is annexed to thisreport in Annexure II. The link of the same is also available at the website of theCompany.
The Company has framed and implemented a vigil mechanism named as Whistle Blower Policyto deal with instances of fraud and mismanagement if any.The details of the WhistleBlower Policy are provided in the Corporate Governance Report and also hosted on thewebsite of the company.
During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate in securities by the Directors and designated employees of the Company. TheCode prohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Code of Conductto regulate monitor and report Insider trading is uploaded on the Company's website
Effective risk management is essential to success and is an integral part of ourculture. While we need to accept a level of risk in achieving our goals sound riskmanagement helps us to make the most of each business opportunity and enables us to beresilient and respond decisively to the changing environment.
Our approach to risk management assists us in identifying risks early and addressingthem in ways that manage uncertainties minimize potential hazards and maximizeopportunities for the good of all our stakeholders including shareholders customerssuppliers regulators Strategic Operational Financial and Legal/Regulatory.
In accordance with the requirements of the Companies Act 2013 and SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 Company has adopted riskmanagement policy approved by Board of Directors and established a risk managementframework to identify mitigate and control the risk and threatens of risk.
CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to formulate Corporate Social Responsibility (CSR) Policyand Commmitee as it does not fulfill the criteria specified under Section 135 of theCompanies Act 2013.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE DATEOF THE BOARDS REPORT AND END OF FINANCIAL YEAR
There were no material changes and commitments affecting the financial position of theCompany occurred between the end of financial year and the date of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There is an order from MIB affecting the license of the broadcasting channel. Companyhas taken the matter with the Ministry of Information and Broadcasting as well as withthe Hon'ble TDSAT and is certain that the issue regarding the license will be resolvedfavorably in favor of the company.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
The Company has established adequate internal control systems commensurate with itssize and nature of business and such systems are onsidering the changing business scenariofrom time to time the Audit Committee of the Board of Directors reviews the adequacy andeffectiveness of internal control systems and suggests improvement for strengthening them.
COMPLIANCE WITH THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS2015
The company's equity shares continue to be listed on the Bombay Stock Exchange (BSE)and National Stock Exchange (NSE) which has nationwide trading terminals. All complianceswith respect to the SEBI (Listing Obligating and Disclosure Requirements) Regulations 2015has been duly made by the company except payment of annual listing fees.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTI ON AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information Pursuant to Section 134 (3)(m) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014:
A- Energy conservation - The Company makes continuous efforts to explore newtechnologies and techniques to make the infrastructure more energy efficient. Moreoverthe operations of the Company are not energy intensive.
B- Technology absorption - Company uses Indian technical manpower to operate Indian andimported infrastructure.
C- Foreign Exchange earnings and out go:
Earnings in foreign exchange : NIL
Expenditure in foreign exchange : NIL
PARTICULARS OF EMPLOYEES
The industrial relations with the workers and staff of the Company remained largelycordial throughout the year. Since the business of the company was shut down and cash flowwas severely impacted this has led to some discontent amongst certain employees.
Requisite disclosures in terms of Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended are given to the extent applicable attached in Annexure-III
LISTING WITH STOCK EXCHANGES
Listing Fees for the year 2017-18 and 2018-19 to BSE and for the year2016-172017-18 & 2018-19 to NSE where the Company's shares are listed.
DEMATERIALIZATION OF SHARES
16.80% of the Company's paid up equity share capital is in dematerialized form ason 31.03.2019.
The Registrars of the Company is Beetal Computer & Financial Services Pvt. Ltd.Beetal House 3rd Floor 99 Madangir BH - Local Shopping Centre Near DadaHarsukhdas Mandir New Delhi - 110 062.
During the year no fraud has been reported to the Audit Committee / Board.
Information Technology continues to be an integral part of your company's businessstrategy. The Company is working on SAP platform transactions and people effectively onreal time basis.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the company.
CORPORATE GOVERNANCE & POLICIES
We strive to attain high standards of corporate governance while interacting with allour stakeholders. The Company has duly complied with Corporate Governance Code asstipulated with Stock Exchanges and SEBI (Listing Obligation & DisclosureRequirements) Regulations 2015. A separate section on Corporate Governance along withCertifirate from KKS & Associates Company Secretaries confirming level ofCompliance is annexed in Corporate Governance report.
Management Discussion and Analysis Report for sure Requirements) Regulations 2015 ispresented in separate sections forming part of the Annual Report.
APPRECIATION AND ACKNOWLEDGEMENT
Your Directors place on record their sincere thanks to bankers financialinstitutions business associates consultants customers suppliers contractors andvarious Government Authorities for their continued support extended to your Company'sactivities during the year under review. Your Directors also gratefully acknowledge thecontinui m in the company.
| || ||For and on Behalf of the Board |
| || ||Jain Studios Limited |
|Place: New Delhi || || |
|Dated: 10th August 2019 || || |
| ||Mr. Dilip Kumar Singh ||Mrs. Bharti Jain |
| ||Whole Time Director ||Director |
| ||DIN:02960503 ||DIN:00504140 |