Mid Valley Entertainment Limited
Your Directors present their Twenty Eighth Report of the Company together with theAudited Statement for the year ended 31st March 2017:
(Figs. In Rupees)
|PARTICULARS ||AS ON 31.3.2017 ||AS ON 31.3.2016 |
|Total Income ||0 || |
|Profit/(Loss) Before Taxation ||(54863395) ||(61586834) |
|Less: Provision for Taxation ||0 ||0 |
|Add/(Less) :Provision For Deferred Taxation ||0 ||0 |
|Less: Income Tax of earlier Year ||0 ||0 |
|Net profit/(Loss) after Tax ||(54863395) ||(61586834) |
2. OPERATIONS AND BUSINESS PERFORMANCE
During the year there was no operations resulting net loss before tax (PBT) for theyear was Rs.- 548.63 Lakhs as compared to the previous year loss of Rs.615.683Lakhs.
Your Directors have not recommended any dividend for the financial year in view of thelosses incurred.
4. MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY:-
Since no operational activities during the year no material changes and commitmentsaffecting the financial position of the company which have occurred between the end of thefinancial year of the company to which the financial statements relate and the date of thereport and there are no significant and material orders passed by the regulators orcourts or tribunals impacting the going concern status and company's operations in futureexcept that the suspension of trading of shares of the company continued during the yearin view of non compliance.
5. SHARE CAPITAL
The paid up equity share capital of the company as at 31st March 2017 wasRs.34.22 Crores. The company currently has no outstanding shares issued with differentialrights sweat equity or ESOS
6. WHISTLE BLOWER POLICY/ VIGIL MECHANISM
There is a whistle blower policy in the company and that no personnel has been deniedaccess to the Chairman of the Audit Committee The policy provides for adequate safeguardsagainst victimisation of persons who use vigil mechanism.
7. POLICY ON SEXUAL HARASSMENT
The company has a policy in prevention & prohibition of sexual harassment atworkplace. However the company is in the process of constituting a committee for the same.The policy provides for protection against sexual harassment of women at workplace and forprevention and redressal of such complaints. During the year no complaints have beenreceived under the policy.
8. SECRETARIAL AUDIT
Practising Company Secretary was appointed as Secretarial Auditors for auditing thesecretarial records of the company for the year ended 31st March 2017 and thereport is Annexed hereto.
Reply to the comments of the Secretarial Audit Report is as under:
a) Company has no operations and hence could not afford to appoint Key ManagerialPersonnel
b) The records/returns were destroyed in flood during 2015 and hence company isretrieving its records.
c) The company is taking all the steps to revoke the suspension with the StockExchanges
d) Other observations are explained in the para's below:
9. BOARD OF DIRECTORS
The Board consists of four directors making the Composition as four Directors of whichGanapathi Lalitha and Kamalnayan Harakchand are the non executive and independentdirectors Datu K Keetheeswaran is Non executive Chairman and Promoter and Mr.R.Chandrasegaran is the whole time Director of the company. Out of the four directors twoare foreign directors who could attend the meetings through video conferencing.
The category of Directors and their memberships in other Board/ Committees during theyear 2016-2017are as under -
|S.N o. ||Name of the Director ||Category ||No. of other directorships ||No. of 1 Membership in other Board / Committees |
|1 ||Datu K Keetheeswaran ||Non executive Chairman & Promoter ||3 ||0 |
|2 ||R Chandrasegaran ||Executive Diretor ||0 ||0 |
|3 ||Kamalnayan Harakchand ||Non executive Independent Director ||3 ||0 |
|4 ||Ganapathi lalitha ||Non executive Independent Diretor ||3 || |
The annual operating plans budgets quarterly results performance of the company andother information including those specified under Annexure 1A to the Clause 49 of theListing Agreement entered into by the Company with the Stock Exchanges as may be amendedfrom time to time could not be placed before the Board due to the lack of operations.
11. NUMBER OF BOARD MEETINGS HELD DURING THE YEAR ALONG WITH THE DATES OF THE MEETINGS
During the Financial Year 2014- 2015 four Meetings of the Board of Directors were heldOn 30/05/2016; 31/07/2016; 30/10/2016; 31/01/2017 between the said meetings the gap is notmore them 120 days as prescribed under section 173(1) of the Act.
Attendance of Directors at the Board Meetings and last Annual General Meeting -
|S.No. ||Name of Director ||Attendance |
| || ||Board Meeting ||Last AGM |
|1 ||Datu K Keetheeswaran ||0 ||No |
|2 ||Kamalnayan Harakchand ||4 ||Yes |
|3 ||R Chandrasegaran ||0 ||No |
|4 ||Ganapathi lalitha ||4 ||Yes |
The Directors attended the meeting through mode of video conferencing.
12. CHANGE IN DIRECTORS
Mr Datu K Keetheeswaran retires by rotation at the ensuing annual general meeting andbeing eligible offers himself for reappointment.
A brief note on Director retiring by rotation and eligible for re-appointment isfurnished in the Notes to the Notice of the Annual General Meeting.
Except the above there is no change in the composition of the Board of Directors.
13. KEY MANAGERIAL PERSONNEL
During the year under report the company has Mr. Kamalnayan Harakchand WholetimeDirector and the company is yet to appoint CFO and a company secretary.
14. BOARD EVALUATION
The Nomination and Remuneration Committee has laid down the criteria for performanceevaluation of independent directors Board of Directors and Committees of the Board.
However Audit Committee and other Committee meetings were held only for the fourquarters during the year. In view of this the Board has not carried out evaluation of itsown performance as well as that of the Committees of the Board and all the Directors.
15. POLICY ON DIRECTORS' APPOINTMENT AND OTHER DETAILS
The Nomination and Remuneration Committee has laid down the criteria for Directors'appointment and remuneration including criteria for determining qualification positiveattributes and independence of a Director.
16. REMUNERATION POLICY
The objective and broad framework of the Company's remuneration policy is to considerand determine the remuneration based on the fundamental principles of payment forperformance for potential and for growth. Information about elements of remunerationpackage of individual directors is provided in the extract of the Annual Return asprovided under Section 92(3) of the Companies Act 2013.
17. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTOR
Details of the familiarization program of independent directors are kept at theRegistered Office of the Company.
18. ANNUAL RETURN
The extract of Annual Return in Form MGT-9 pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and administration) Rules 2014 is attachedseparately.
19. CORFORATE GOVERNANCE REPORT
Corporate governance is for the year is attached separately.
20. DIRECTORS RESPONSIBILITY STATEMENT
Your Directors confirm:
that in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to material departures
that your Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year March 31 2015 and of the profit of the company or the financial year;
that your Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.
that your Directors have prepared the annual accounts on a going concern basis
that your directors have laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively; and
that your directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
21. INDEPENDENT DIRECTORS' DECLARATION
All independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 of the Companies Act 2013 which has beenrelied on by the Company and placed at the Board Meeting of the Company.
22. AUDIT COMMITTEE
The Audit Committee is having three members. The terms of reference of the AuditCommittee are to overview the accounting systems financial reporting and internalcontrols of the Company and are wide enough to cover the mandatory items as required underClause 49 of the Listing Agreement as well as in Section 177 of the Companies Act 2013.
The Audit Committee could convene only four meetings on 30/05/2016; 31/07/2016;30/10/2016;31/01/2017
22. Remuneration to Directors:
The details of the remuneration paid/ payable to the directors during the year 2016-17are given below:
|Name ||All elements of remuneration package i.e. salary benefits bonus pension etc. for the period (Rs. lacs) ||Commission (Rs.) ||Sitting Fees (Rs. Lacs) |
| || || || |
|Non-Executive Director || || || |
|Kamalnayan Harakchand ||0 || || |
|R Chandrasegaran ||0 || || |
|Ganapathi lalitha ||0 || || |
|Total ||0 ||0 ||0 |
Presently the Company has not formulated scheme for grant of Stock options either tothe Executive Directors or employees.
The Company's Shares are compulsorily traded in dematerialised form. Hence theCommittee meets at relevant intervals considering the volume of transfers received in thephysical segment.
Company Secretary was the Compliance Officer of the Company.
Number of complaints received from the investors during the year 2016-17 and theirstatus are as follows.
|No. of Complaints received || |
|No. of Complaints disposed of ||- |
|No. of Complaints pending at the year end ||- |
23. General Body Meetings
The location and time of Annual General Meetings (AGM) held during the last 3 years areas follows:
|AGM ||Date ||Time ||Venue ||No. of Special Resolutions Passed |
|31.03.2017 ||30.09.2017 ||10.00 a.m ||9th floor GEE GEE Emerald 312 Valluvar Kottam High Road Nungambakkam Chennai 600 034 ||nil |
|31.03.2016 ||30.09.2016 ||10.00 a.m ||9th floor GEE GEE Emerald 312 Valluvar Kottam High Road Nungambakkam Chennai 600 034 ||nil |
|31.03.2015 ||30.09.2015 ||10.00 a.m ||9th floor GEE GEE Emerald 312 Valluvar Kottam High Road Nungambakkam Chennai 600 034 ||nil |
24. AUDITORS COMMENTS
According to information given to me and explanations provide the company is notregular in depositing undisputed statutory dues including income tax deducted at sourcesales tax duty of customs duty of excise cess and other statutory dues with appropriateauthorities. The company has to pay the income tax and fringe benefit tax(FBT) for theyears ended march 312006200720082009 and 2010 amounting toRs.3642653/-Rs.57540364Rs.3511732 Rs.4776704 Rs.7766000 respectively and FBTof Rsl65000 (excluding interest) and TDS of Rs.990125 ESI PF and professional tax ofRs.133849. Respectively.
According to the information and explanation given to me and explanations given to methe company is liable to pay Rs.61.71 lakhs together with interest due for the delayedpayment of tax in respect of income tax relating to assessment year 2002-2003 which ispending before the first level of appeal viz. CIT(APPEALS) CHENNAI
DIRECTOR'S COMMENTS :
The Directors are taking necessary steps for making payments the statutory authorities
a) Related Party Transactions
No fresh transactions under section 188 of the Companies Act 2013 were entered duringthe year
Similarly no fresh loans and advances were given to the Subsidiary companies duringthe year as per Section 185 of the Companies Act 2013. Hence AOC-2 not required to beattached.
b) Listing Compliances
No compliance could be done during the year due to suspension of trading of the equityshares with both Bombay Stock Exchange and National Stock Exchange. No data made availableby RTA hence could not provide list of shareholding pattern of shareholders.
As per requirement pursuant to the provision of Section 129 of the Companies Act2013 the abstract of the details of the subsidiaries are not received and hence notattached and also the consolidated accounts are not provided.
The company has two subsidiary companies and one associate company as under.
|Midvalley Entertainment International Pvt Ltd ||Associate company |
|Midvalley Contents (^Distributions Pvt Ltd ||Wholly owned subsidiary |
|Midvalley Hospitality Pvt Ltd ||Wholly owned subsidiary |
Since company subsidiary has not made their financials no AOC 1 is attached d) Code ofconduct
The Company has complied with all the mandatory requirements of the CorporateGovernance Code including Board Composition Audit Committee Shake holders relationshipCommittee except the filling of vacancy of one independent director on these committees.
26. DETAILS OF DIRECTOR SEEKING REAPPOINTMENT IN THE FORTHCOMING ANNUAL GENERALMEETING.
(in pursuance of Clause 49 of the Listing Agreement)
|Name of Director ||Datu K Keetheeswaran |
|Date of Birth ||18/01/1961 |
|Age ||55 |
|Appointed on ||01/07/2011 |
|Qualification ||Graduate |
|Expertise ||Management of affairs of the company |
|Directorships held in other public companies ' ||3 |
|Memberships/ Chairmanships of Committees across Public Companies ||0 |
27. CEO Certification
As required under Clause 49 of the Listing Agreement a Certificate duly signed by theCEO is not available.
28. MEANS OF COMMUNICATION
The financial results of the company could not be published in English & TamilNewspapers except for the first two quarters and also submitted to the Exchanges.
29. GENERAL SHAREHOLDERS INFORMATION
|i)AGM date time and venue ||30th September 2017 at 10.00 a.m. 9th floor GEE GEE Emerald 312 Valluvar Kottam High Road Nungambakkam Chennai 600 034 |
|ii)Financial Calendar ||April l^t 2016 to 31* March 2017 |
|iii)Dividend payment ||Nil |
|iv)Listing of Equity shares ||i) Bombay Stock Exchange Ltd (BSE) |
| ||Dalai street Mumbai 400 001 |
| ||Tel: 91-22-227212341233 |
| ||Fax:91-22-2272 3353/3355 |
| ||Website: www.bseindia.com |
| ||Website:www.nseindia.com |
|v)Listing fees ||for the year 2013-14 for the year 2014-15 |
| ||Will be paid in the current year |
|v) Address of Registered Office ||9th floor GG Emarald 312 VKH Road Nungambakkam Chennai 600 034 |
| ||Phone:044 28144763 |
| ||Email id:email@example.com |
|vi) a) stock exchange security code for Equity shares ||The Bombay Stock Exchange Limited |
| ||Mumbai |
|b)Corporate Identity Number (CIN) of the company ||L85110TN1989PLC062297 |
|c)demat ISIN Numbers in NSDL & CDSL of ||ISIN INE422B01016 |
|the company || |
vii)Monthly High and Low quotations along with the volume of shares traded in BSEduring the year 2014-2015
NO DATA AVAILABLE DUE TO SUSPENSION FROM TRADING
viii) Registrar & Share Transfer Agent:
Cameo Corporate Services Ltd No.l Club House Road Subramanian Building
Chennai 600 002
Phone (044) 28460390
Email id: firstname.lastname@example.org
ix) i) Share transfer system
Share transfer requests for shares held in physical for received by the company areprocessed and the share certificates are returned within the stipulated time under thecompanies act and the listing agreement provided that the documents received are in orderand complete in all respects. Delays beyond the stipulated period were mainly due todisputes over the title to the shares.
The company obtains from a Company Secretary in Practice a half yearly certificate ofcompliance with the share transfer formalities as requited under Regulation 40(9) of theSEBI (LODR) Regulations 2015 and files a copy of the certificate with the Stock Exchanges.
2) Change of Address Bank Details Nomination etc.
All the members are requested to ndtify immediately any changes in their address emailid bank mandate arid nomination details to the Company's Registrar and Share TransferAgent M/s. Cameo Corporate services Ltd. Members holding shares in electronic segment arerequested to notify the change of address email id bank details nomination etc. to thedepository participants (DP) with whom they maintain client accounts for effectingnecessary corrections Any intimation made to the Registrar without effecting the necessarycorrection with the DP cannot be updated. It is therefore necessary on the part of theshareholders to inform changes to their DPs with whom they have opened accounts.
3) Unclaimed Dividend
During the year under review the company has not transferred the unclaimed dividendfor the year 2006-2007 to the IEPF account (to check)
4) Distribution of Shareholding as on March 31 2017
DATA COULD NOT BE COMPILER) DUE TO NON ACCESS TO NSDL AND CDSL
5) Categories of shareholders as on 31st March 2017
D ATA COULD NOT BE COMPILED DUE TO NON ACCESS TO NSDL AND CDSL
6) Top Ten Shareholders (other than Promoters) as on 31st March 2017
DATA COULD NOT BE COMPILED DUE TO NON ACCESS TO NSDL AND CDSL
xi) 1) Dematerialization of shares
The data could not be compiled due to non access to demat data by NSDL and CDSL as on31st March 2016.
Trading in equity shares of the company is permitted only in dematerialised form as pera notification issued by the Securities Exchange Board of India (SEBI).
2) Reconciliation of Share Capital Audit Report
Reconciliation of share capital audit could not be done due to no access to data ofNSDL and CDSL in demat form and the total listed and paid up capital..
xiii) Investors correspondence:
a. For queries relating to shares Cameo Corporate Services Ltd No.l Club House RoadSubramanian Building Chennai 600 002
Phone (044) 28460390
b. For queries relating to dividend
The Company Secretary Midvalley Entertainment s Ltd 9th floor Gee GeeEmerald 312 Valluvarkottam High Road Nungambakkam Chennai 600 034
phone: 044 28211119
| ||For and on behalf of the Board || |
| ||KAMALNAYAN HARAKCHAND ||GANAPATHY LA1THA |
|Place: Chennai ||DIRECTOR ||DIRECTOR |
|Date: ||(DIN :01972938) ||(DIN: 06801777 ) |