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P. B. Films Ltd.

BSE: 539352 Sector: Media
NSE: N.A. ISIN Code: INE212Q01019
BSE 00:00 | 10 Dec P. B. Films Ltd
NSE 05:30 | 01 Jan P. B. Films Ltd
OPEN 0.68
PREVIOUS CLOSE 0.68
VOLUME 30000
52-Week high 0.68
52-Week low 0.00
P/E 3.78
Mkt Cap.(Rs cr) 1
Buy Price 0.68
Buy Qty 10000.00
Sell Price 0.68
Sell Qty 10000.00
OPEN 0.68
CLOSE 0.68
VOLUME 30000
52-Week high 0.68
52-Week low 0.00
P/E 3.78
Mkt Cap.(Rs cr) 1
Buy Price 0.68
Buy Qty 10000.00
Sell Price 0.68
Sell Qty 10000.00

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 Annual report of your Company along withAudited Statement of Accounts and the Auditors' Report of your Company for the financialyear ended 31st March 2020.

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 2020 For the financial year ended as on 31st March 2019.
Income 5117412.00 10466238.00
Less: Expenditure 2504757.49 56553151.35
Profit/ Loss before taxation 2612654.51 (46086913.35)
Less:- Tax Expenses (Net of Deferred Tax) 41450.00 16155.00
Net Profit/ (Loss) after taxation 2571204.51 (46103068.35)

FINANCIAL PERFORMANCE

During the year under review the Company's income is Rs. 5117412.00 as againstincome of Rs. 10466238.00 in 2019-20

RESERVES AND SURPLUS

The Reserves and Surplus is Rs. -5478318.25 as on the end of the current year and theprofit of the current year Rs. 2571204.51 has been transferred to Reserve and Surplus

DIVIDEND

To plough back the profits in to the business activities no dividend is recommendedfor the financial year 2019-20

SHARE CAPITAL

The Paid up Equity Share Capital as on 31st March 2020 stood at Rs.144176250.00.

CHANGE IN THE NATURE OF BUSINESS

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

COMPOSITION OF BOARD AND STATUTORY COMMITTEES FORMFD THFRFOF Board of Directors:

Sr. No. 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. Sangita Srivastav Woman Director

Currently the Board has the following Committees:

a] Audit Committee

b] Nomination & Remuneration Committee

c] Shareholders/Investors Grievance Committee

Audit Committee:- The current composition of Audit Committee is as follows

Sr. No. 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 of Nomination &Remuneration committee is as follows

Remuneration Committee is as follows:
Sr. No. Name Chairman/ Members
1. Mr. Dinesh Kumar Agarwal Chairman
2. Mr. Debasish Basak Member
3. Mrs. Sangita Srivastav Member

Shareholders/ Investors Grievance Committee: The current composition of Shareholders/Investors Grievance committee is as follows

Sr. No. Name Chairman/ Members
1. Mr. Dinesh Kumar Agarwal Chairman
2. Mr. Debasish Basak Member
3. Mrs. Sangita Srivastav Member

DETAILS OF BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other Board business. The Board / Committee Meetings arepre-scheduled and a tentative annual calendar of the Board and Committee Meetings iscirculated to the Directors in advance to facilitate them to plan their schedule and toensure meaningful participation in the meetings.

The notice of Board meeting is given well in advance to all the Directors. Usuallymeetings of the Board are held in Kolkata at the registered office of the Company. TheAgenda of the Board / Committee meetings is circulated at least a week prior to the dateof the meeting. The Agenda for the Board and Committee meetings includes detailed notes onthe items to be discussed at the meeting to enable the Directors to take an informeddecision.

The maximum interval between any two meetings did not exceed 120 days. The Board metEight times in financial year 2019-20 The details of such Board Meetings are as follows:

Board Meeting on 30-05-2019

• Approval of Annual Accounts for the Financial Year ended March 31 2019

• Approval of Directors Report for the Financial Year ended March 31 2019

Board Meeting on 10-06-2019

• Establishment of Vigil Mechanism

• Establishment of Sexual Harassment Committee

• Code of Conduct for insider trading of Unpublished Price Sensitive Information.

Board Meeting on 15-07-2019

• Appointment of Internal Auditor

Board Meeting on 26-08-2019

• Appointment of Scrutinizer Rahul R. Choudhary & Associates

Board Meeting on 30-08-2019

• Appointment of Mr. Neha Saraf as the Secretarial Auditor for FY - 2019-20

Board Meeting on 14-11-2019

• Finalization of Half Yearly financial statement.

Board Meeting on 01-02-2020

• To authorize KMPs to determine materiality of events/ information underRegulation 30(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

• To take note of the Quarterly Statement on Investor complaints / GrievancesRedressal Mechanism for the Quarter ended December 31 2020 under Regulation 13(3) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Board Meeting on 15-02-2020

• Authorizing RTA and CS to process share transfer within 15 days of application.

Directors' Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:

(a) In the preparation of the annual accounts for financial year ended March 31 2020the 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 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; and

(e) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments which can affect the financialposition of the Company occurred between the end of the financial year of the Company anddate of this report.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

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

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Board of Directors of the Company.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURES

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 provide 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.

DEPOSITS

The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given any loan guarantee or has not made any investment pursuantto section 186 of the Companies Act 2013.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not yet constituted a Corporate Social Responsibility (CSR) Committeein accordance with Section 135 of the Companies Act 2013. The Company does notcompulsorily 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 will established soon forDirectors and employees to report their genuine concerns details of which have been givenin the Corporate Governance Report annexed to this Report.

ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance

iv. Providing perspectives and feedback going beyond information provided by themanagement

v. 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.

HOLDING AND SUBSIDIARIES

The Company is neither a holding Company nor a subsidiary Company so far for the F.Y.2019-20 AUDITORS:

Statutory audit:

M/s. RSVA & Co. Chartered Accountants hold office till the conclusion of ensuingAGM. Further M/s RSVA & Co. Chartered Accountants have furnished a certificate tothe effect that their reappointment if made would be within the prescribed limits underSection 141 (3) (g) of the Companies Act2013 and that they are not disqualified forreappointment.

The report of the Statutory Auditors along with notes to Schedules is enclosed to thisreport. The observations made in the Auditors' Report are self-explanatory and thereforedo not call for any further comments.

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

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

Secretarial audit:

Pursuant to the Provisions of Section 204(1) of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Management Personnel) Rules 2014 the Companyappointed Miss Neha Saraf Company Secretary in Practice as Secretarial Auditors of theCompany for the financial year 2019-20.

The Secretarial Audit Report is appended as Annexure to this Report.

Cost audit:

In accordance with Companies (Cost Records and Audit) Rules 2014 Cost Audit is notapplicable to the Company.

RELATED PARTY TRANSACTIONS

Name of The Party Nature of Transaction Amount (Rs)
Pankaj Agrawal Remuneration to Managing Director 120000.00
Sakambari Processors Private Limited Unsecured Loan Advances 25000000.00
Sakambari Processors Private Limited Interest on Loan Earned 427130.00

DETAILS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS ANDOUTGO

(a) Conservation of energy

The particulars regarding foreign exchange earnings and outgo appear as separate itemsin the notes to the Accounts. Since the Company does not own any manufacturing facilitythe other particulars relating to conservation of energy and technology absorptionstipulated in the Companies (Accounts) Rules 2014 are not applicable.

(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

Duringthe year the no foreign exchange transaction has been made.

Acknowledgement

Your Directors place on record their appreciation for employees at all levels who havecontributed to the growth and performance of your Company.

Your Directors also thank the clients vendors bankers shareholders and advisers ofthe Company for their continued support.

Your Directors also thank the Central and State Governments and other statutoryauthorities for their continued support.

For and on behalf of the Board For and on behalf of the Board
Sd/- Sd/-
Date : 31/07/2020
Place : Kolkata