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P. B. Films Ltd.

BSE: 539352 Sector: Media
NSE: N.A. ISIN Code: INE212Q01019
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OPEN 1.32
CLOSE 1.38
VOLUME 10000
52-Week high 2.98
52-Week low 1.11
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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P. B. Films Ltd. (PBFILMS) - Director Report

Company director report

To

The Members P. B. Films Limited

Dear Shareholders

Your Directors have pleasure in presenting the 10th Annual report ofyour Company along with Audited Statement of Accounts and the Auditors' Report of yourCompany for the financial year ended 31st March 2017.

FINANCIAL SUMMARY OF THE COMPANY

The highlights of financial results of your Company are as follows:

Particulars

For the financial year ended as on 31st March 2017.

For the financial year ended as on 31st March 2016.

Income

5159289.51

31801847.44

Less: Expenditure

8099216.75

31599171.85

Profit/ Loss before taxation

(2939927.24)

202675.59

Less:- Tax Expenses (Net of Deferred Tax)

(91325.00)

(560145.00)

Net Profit/ (Loss) after taxation

(2848602.24)

762820.59

FINANCIAL PERFORMANCE

During the year under review the Company's income is Rs. 5159289.51as against income of Rs. 31801847.44 in 2015-16

RESERVES AND SURPLUS

The Reserves and Surplus is Rs. 308546.98 as on the end of thecurrent year. The loss of the current year Rs. 2848602.24 has been transferred toReserve and Surplus

DIVIDEND

Keeping in view the losses during the year and the need to conserve theresources of the Company the Board has decided not to recommend any dividend for thefinancial year 2016-17.

SHARE CAPITAL

The Paid up Equity Share Capital as on 31st March 2017 stood at Rs.144176250.00.

CHANGE IN THE NATURE OF BUSINESS

During the year the company has not changed its nature of business.

DIRECTORS & KEY MANAGERIAL PERSON:

During the year under review Mr. Deepak Kumar has been appointed forthe post of Chief Financial Officer of the Company with effect from August 22 2016 .

The Board of the Director of the Company at the meeting held on August22 2016 appointed Mr. Deepak Kumar as Chief Financial Officer of the Company.

COMPOSITION OF BOARD AND STATUTORY COMMITTEES FORMED THEREOF Board ofDirectors:

Name Nature of Directorship
1. Mr.Pankaj Agrawal Managing Director
2. Mr. Dinesh Kumar Agarwal Non Executive-Independent Director
3. Mr. Debasish Basak Non Executive-Independent Director
4. Mrs. Tanima Mondal Woman Director

Currently the Board has the following Committees: a) Audit Committeeb) Nomination & Remuneration Committee c) Shareholders/Investors Grievance Committee

Audit Committee: The current composition of Audit Committee is asfollows:

Name Chairman/ Members
1. Mr. Dinesh Kumar Agarwal Chairman
2. Mr. Debasish Basak Member
3. Mr. Pankaj Agrawal Member

Nomination & Remuneration Committee: The current composition ofNomination & Remuneration Committee is as follows:

Name Chairman/ Members
1. Mr. Dinesh Kumar Agarwal Chairman
2. Mr. Debasish Basak Member
3. Mrs. Tanima Mondal Member

Shareholders/ Investors Grievance Committee: The currentcomposition of Shareholders/ Investors Grievance Committee is as follows:

Name Chairman/ Members
1. Mr. Dinesh Kumar Agarwal Chairman
2. Mr. Debasish Basak Member
3. Mrs. Tanima Mondal Member

DETAILS OF BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company /business policy and strategy apart from other Board business. The Board / CommitteeMeetings are pre-scheduled and a tentative annual calendar of the Board and CommitteeMeetings is circulated to the Directors in advance to facilitate them to plan theirschedule and to ensure meaningful participation in the meetings.

The notice of Board meeting is given well in advance to all theDirectors. Usually meetings of the Board are held in Kolkata at the registered office ofthe Company. The Agenda of the Board / Committee meetings is circulated at least a weekprior to the date of the meeting. The Agenda for the Board and Committee meetings includesdetailed notes on the items to be discussed at the meeting to enable the Directors to takean informed decision.

The maximum interval between any two meetings did not exceed 120 days.The Board met Nine times in financial year 2016-17. The details of such Board Meetings areas follows:

Board Meeting on 30-05-2016

Approval of Annual Accounts for the Financial Year ended March 312016

Approval of Directors Report for the Financial Year ended March 312016

Board Meeting on 04-06-2016

Appointment of CS Ritika Vidyasaria

Establishment of Vigil Mechanism

Establishment of Sexual Harassment Committee

Code of Conduct for insider trading of Unpublished Price SensitiveInformation.

Board Meeting on 17-08-2016

Appointment of Scrutinizer

Board Meeting on 22-08-2016

Submission of CFO Mr. Deepak Agarwal

Notice For AGM

Board Meeting on 29-08-2016

Resignation of Mr. Anurag Fathepuria as the Secretarial Auditor

Appointment of Mr. Rohit Singhi as the Secretarial Auditor for FY -2015-16

Board Meeting on 11-11-2016

Finalization of Half Yearly financial statement.

Board Meeting on 1-02-2017

Appointment of M/s. Rahul R. Choudhary & Associates as theinternal auditor for the financial year 2016-17.

To authorise KMPs to determine materiality of events/ informationunder Regulation 30(5) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

To take note of the Quarterly Statement on Investor complaints /Grievances Redressal Mechanism for the Quarter ended December 31 2016 under Regulation13(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Board Meeting on 15-02-2017

Authorizing RTA and CS to process share transfer within 15 days ofapplication.

Board Meeting on 9-03-2017

Appointment of Mr. Raghunath Mandal as the Secretarial Auditor for FY2016-17

Directors' Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section134 of the Companies Act 2013 your Directors confirm that:

(a) In the preparation of the annual accounts for financial year endedMarch 31 2017 the applicable accounting standards had been followed along with properexplanation relating to material departures;

(b) The directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;

(c) The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(d) The directors had prepared the annual accounts on a going concernbasis; and

(e) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY

There have been no material changes and commitments which canaffect the financial position of the Company occurred between the end of the financialyear of the Company and date of this report.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring theorderly and efficient conduct of its business including adherence to the company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures.

The company's Internal control systems are commensurate with the natureof its business and the size and complexity of its operations

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify assess monitor andmitigate various risks to key business objectives. Major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinuing basis. These are discussed at the meetings of the Board of Directors of theCompany.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURES

The information required pursuant to Section 197 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company will be provide upon request. In terms of Section 136of the Act the reports and accounts are being sent to the members and others entitledthereto excluding the information on employees' particulars which is available forinspection by the members at the registered office of the company during business hours onworking days of the company up to the date of ensuing Annual General Meeting. If anyMember is interested in inspecting the same such member may write to the companysecretary in advance.

DEPOSITS

The Company has not accepted any public deposits and as such no amounton account of principal or interest on public deposits was outstanding as on the date ofthe balance sheet.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given any loan guarantee or has not made anyinvestment pursuant to section 186 of the Companies Act 2013.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not yet constituted a Corporate Social Responsibility(CSR) Committee in accordance with Section 135 of the Companies Act 2013. The Companydoes not compulsorily require forming this committee and hence it has been not yet formed.

VIGIL MECHANISM

The Company has not yet established a vigil mechanism but it willestablished soon for Directors and employees to report their genuine concerns details ofwhich have been given in the Corporate Governance Report annexed to this Report.

ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of Directorscomprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings ii.Quality of contribution to Board deliberations iii. Strategic perspectives or inputsregarding future growth of Company and its performance iv. Providing perspectives andfeedback going beyond information provided by the management v. Commitment to shareholderand other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member andsubsequently assessment by the Board of Directors. A member of the Board will notparticipate in the discussion of his / her evaluation.

HOLDING AND SUBSIDIARIES

The Company is neither a holding Company nor a subsidiary Company sofar for the F.Y. 2016-17.

AUDITORS:

Statutory audit:

M/s. RSVA & Co. Chartered Accountants hold office till theconclusion of ensuing AGM.

Further M/s RSVA & Co. Chartered Accountants have furnished acertificate to the effect that their reappointment if made would be within theprescribed limits under Section 141(3)(g) of the Companies Act2013 and that they are notdisqualified for reappointment. The report of the Statutory Auditors along with notes toSchedules is enclosed to this report. The observations made in the Auditors' Report areself-explanatory and therefore do not call for any further comments.

There are no qualifications reservations or adverse remarks ordisclaimers made by M/s. RSVA & Co Statutory Auditors in their audit report.

The Statutory Auditors have not reported any incident of fraud to theAudit Committee of the Company in the year under review.

Secretarial audit:

Pursuant to the Provisions of Section 204(1) of the Companies Act 2013and the Companies (Appointment and Remuneration of Management Personnel) Rules 2014 theCompany appointed Mr. Raghunath Mandal Company Secretary in Practice as SecretarialAuditors of the Company for the financial year 2016-17. The Secretarial Audit Report isappended as Annexure to this Report.

Cost audit:

In accordance with Companies (Cost Records and Audit) Rules 2014 CostAudit is not applicable to the Company.

RELATED PARTY TRANSACTIONS

Name of The Party

Nature of Transaction

Amount (Rs)

Well View Dealcom Pvt. Ltd

Rent paid

174000.00

DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

(a) Conservation of energy

The particulars regarding foreign exchange earnings and outgo appear asseparate items in the notes to the Accounts. Since the Company does not own anymanufacturing facility the other particulars relating to conservation of energy andtechnology absorption stipulated in the Companies (Accounts) Rules 2014 are notapplicable.

(i) the steps taken or impact on conservation of energy Not Applicable
(ii) the steps taken by the Company for utilizing alternate sources of energy Not Applicable
(iii) the capital investment on energy conservation equipments Not Applicable

(b) Technology absorption

(i) the efforts made towards technology absorption Not Applicable
(ii) the benefits derived like product improvement cost reduction product development or import substitution Not Applicable
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- Not Applicable
(a) the details of technology imported Not Applicable
(b) the year of import; Not Applicable
(c) whether the technology been fully absorbed Not Applicable
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof Not Applicable
(iv) the expenditure incurred on Research and Development Not Applicable

(c) Foreign exchange earnings and Outgo

During the year the no foreign exchange transaction has been made.

Acknowledgement

Your Directors place on record their appreciation for employees at alllevels who have contributed to the growth and performance of your Company.

Your Directors also thank the clients vendors bankers shareholdersand advisers of the Company for their continued support.

Your Directors also thank the Central and State Governments and otherstatutory authorities for their continued support.

For and on behalf of the Board

P. B. Films Limited

Dinesh Kumar Agarwal

(Director)

DIN: 01255468

For and on behalf of the Board

P. B. Films Limited

Pankaj Agarwal

(Managing Director)

DIN: 00595868

Date : 29/05/2017
Place : Kolkata