Your Directors have pleasure in presenting their 27th Annual Report of the Companyalong with Audited Accounts for the Financial Year ended 31st March 2016.
1. FINANCIAL RESULTS:
The Companys financial performance is given hereunder:
|Particulars ||Financial Year ended 31.03.2016 ||Financial Year ended 31.03.2015 |
|Sales & other income ||0 ||0 |
|Profit before tax ||(964871.92) ||(1132545.87) |
|Less Provision of Tax ||0 ||0 |
|Profit after tax ||(964871.92) ||(1132545.87) |
|Appropriations: || || |
|Equity Dividend || || |
|(i) Interim ||0 ||0 |
|(ii) Final ||0 ||0 |
|Corporate Tax on Dividend || || |
|(i) Interim ||0 ||0 |
|(ii) Final ||0 ||0 |
|Transfer from Debenture Redemption Reserve ||0 ||0 |
|Balance of profit brought forward from previous year ||(256320053.50) ||(219307951.56) |
|Balance carried to Balance Sheet ||(257284925.42) ||(256320053.50) |
Due to loss incurred by the Company during the financial year the Board has notrecommended any dividend for the year ended 31st March 2016.
No amount is proposed to be transferred to General Reserves for the financial year2015-16.
4. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OFCOMPANYS AFFAIR:
The Company is engaged in production of T.V Serial Making. During the year some of themajor operations of the Company had been substantially reduced; the performance of theCompany is expected to be better in the coming years.
5. CHANGE IN THE NATURE OF BUSINESS:
There was no change in the nature of business of the company during the financial yearunder review.
6. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Companys financial position have occurred between the end of thefinancial year of the Company and date of this report.
7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year under review no material or serious observationshas been received from the Internal Auditors of the Company regarding inefficiency orinadequacy of such control.
8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company has no Subsidiary/ Joint Ventures/Associate Companies.
9. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT
The Company has no Subsidiary/ Joint Ventures/Associate Companies.
The Company has not accepted any deposits during the financial year under review.
11. AUDITORS AND THEIR REPORT
Your Directors requested that the appointment of M/s K. L. Datta & Co. CharteredAccountants needs to be ratified at their Annual General Meeting and being eligible offersthemselves for ratification. The Company has received a certificate from the auditors tothe effect that their ratification if made would be in accordance with the provision ofsection 141 of the Companies Act 2013.
Comments of the Auditors in their report and the notes forming part of the Accountsare self explanatory and need no comments. During the year under review the auditor needsnot to be routed as they have not completed the tenure of 3 years.
12. COST AUDITORS AND THEIR REPORT
The Concept of Cost Audit is not applicable to the Company.
13. APPOINTMENT OF SECRETARIAL AUDITORS AND THEIR REPORT
The Company has appointed M/s Himanshu Sharma & Associates Company Secretaries tohold the office of the Secretarial Auditors and to conduct the Secretarial Audit Reportand the Secretarial Audit Report (Form No. MR.3) is being attached with the DirectorsReport which is self explanatory and needs no comments. (Attached as Annexure - I).
14. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015with the Stock Exchanges in India is presented in a separate section forming part of theAnnual Report.
15. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Company has alsoimplemented several best Corporate Governance practices as prevalent globally. The reporton Corporate Governance as stipulated under the Listing Agreement forms an integral partof this Report. The requisite certificate from M/s Himanshu Sharma & AssociatesCompany Secretaries of the Company confirming compliance with the conditions of CorporateGovernance is attached to the report on Corporate Governance.
16. SHARE CAPITAL
A) Issue of equity shares with differential rights
The Company has not issued equity shares with differential rights.
B) Issue of sweat equity shares
The Company has not issued sweat equity shares.
C) Issue of employee stock options
The Company has not issued employee stock options.
D) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees
Since shares of the Company has not purchased by the employees or trustees for theirbenefits therefore there is no requirement for the provision of money to be made by theCompany for the same purpose.
17. EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form No.MGT- 9. (Attached as Annexure - II)
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL :
A) Changes in Directors and Key Managerial Personnel
The Board consists of non-executive directors including independent directors who havewide and varied experience in different disciplines of corporate functioning.
During the year Mr. Lalit Varma resigned from the post of Director w.e.f 14 August 2015and Mr. Sanjay Dhawan was appointed as Director of the Company.
Mr. Manish Chopra resigned from the post of Company Secretary w.e.f 14thAugust 2015 and Ms. Tanu Chandel was appointed the new Company Secretary in his place.
Further Ms. Tanu Chandel Company Secretary resigned w.e.f 10th February2016 and Ms. Shruti Thakur was appointed w.e.f 28th March 2016 as Company Secretary in herplace.
B) Formal Annual Evaluation
The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:
Attendance of Board Meetings and Board Committee Meetings
Quality of contribution to Board deliberations
Strategic perspectives or inputs regarding future growth of Company and itsperformance
Providing perspectives and feedback going beyond information provided by themanagement
Commitment to shareholder and other stakeholder interests.
The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis / her evaluation.
19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors met Five times during the financial year 2015-16 on 30thMay 2015 14th August 2015 13th November 2015 15th February 2016and 28th March 2016 as detailed in the Corporate Governance Report.
20. MANAGERIAL REMUNERATION:
The Company did not have any employee falling under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016.
Since no director of the Company was in receipt of any remuneration or commissiontherefore the company is not required to make disclosure under the applicable provisionsof the Companies Act 2013.
21. DISCLOSURE REGARDING VARIOUS COMMITTEES:
There are currently three Committee of the Board which is as follows:
a) Audit Committee
b) Nomination & Remuneration Committee
c) Stakeholders Relationship Committee
Details of all the Committees along with their composition charters and meetings heldduring the year are provided in the "Report on Corporate Governance" a part ofthis Annual Report.
22. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns details of which have been given in the Corporate GovernanceReport forming part of annual report.
23. RISK MANAGEMENT POLICY
In terms of new provision of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 contemporary practices of good Corporate Governance Company hasdeveloped the policies & procedures to assess the risk associated with the company andminimization thereof and periodically informed the Board of Directors for their review toensure that the executive management controls the risk in accordance with definedpolicies and procedures adopted by the company.
The shares of the Company are listed at Ahmadabad Calcutta and Bombay Stock ExchangeLtd.
25. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Since the Company is not meeting any criteria laid down under Section 135(1) of theCompanies Act 2013 the Company is not required to constitute Corporate SocialResponsibility Committee and also not required to contribute any amount towards theCorporate Social Responsibility Activities.
26. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:-
The Company has not given any loan guarantee or Investment pursuant to Section 186 ofthe Companies Act 2013 during the financial year under review.
27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:-
The Company has not entered any contract or made any arrangement with the relatedparties during the financial year.
28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and companys operations in future.
29. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has adopted a policy for prevention of Sexual Harassment of Women atworkplace. During the year Company has not received any complaint of harassment.
30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
(A) Conservation of energy: N.A.
(B) Technology absorption: N.A.
(C) Foreign exchange earnings and Outgo: N.A.
31. DIRECTORS RESPONSIBILITY STATEMENT:
The Board hereby affirms:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating 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 at the end of the financial year and ofthe profit and 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 this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial control are adequate and were operatingeffectively; and
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The Directors wish to place on record their appreciation for the sincere servicesrendered by employees of the Company at all levels. Your Directors also wish to place onrecord their appreciation for the valuable co-operation and support received from theGovernment of India various state governments the Banks/ financial institutions andother stakeholders such as shareholders customers and suppliers among others. TheDirectors also commend the continuing commitment and dedication of the employees at alllevels which has been critical for the Companys success. The Directors look forwardto their continued support in future.
By Order of the Board of Directors For MOVING PICTURE COMPANY (INDIA) LIMITED
|Ramesh Sharma ||Bhim Sain Goyal |
|Director ||Director |
|DIN:00021655 ||DIN:02139510 |
Place: New Delhi