Panorama Studios International Ltd.
|BSE: 539469||Sector: Media|
|NSE: N.A.||ISIN Code: INE258R01010|
|BSE 00:00 | 01 Feb||134.00||
|NSE 05:30 | 01 Jan||Panorama Studios International Ltd|
Panorama Studios International Ltd. (PANORAMASTUDIOS) - Director Report
Company director report
The Board of Directors hereby submits the 42nciAnnual reportof the business and operations of the Company together with the audited financialstatements for the financial year ended March 31st 2022.
FINANCIAL PERFORMANCE OF THE COMPANY:
1. RESULT HIGHLIGHTS:
The company continues to be engaged in Entertainment Media & FilmProduction as its Principal Business.
The bottom line has also shown Standalone Profit (after tax) for theyear ended 31.03.2022 Rs. 25038853 /-as compared to Standalone profit of last year ason 31.03.2021 Rs. 10832430/-. The company has consolidated Loss for the year ended31.03.2022 Rs. 12828543/- and previous year 31.03.2021 profit of Rs. 84384862/-Further there are no significant and material events impacting the going concern statusand Company's operations in future.
During the year the company earned minimal profits hence the directorshave not recommended any dividend.
3. BOARD OF DIRECTORS:
The Composition of the Board during the year was as per the provisionsof Regulation 17 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 read with the Companies Act 2013.
During the year Pursuant to Section 152 of the Companies Act 2013 Mr.Abhishek Pathak Director retires by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment. Board has recommended hisre-appointment.
None of the Directors are disqualified for appointment/ re-appointmentunder Section 164 of the Act. As required by law this position is also reflected in theAuditors' Report.
As required under Regulation 36(3) of the listing Regulations with thestock exchanges the information on the particulars of Directors proposed for appointment/re-appointment has been given in the notice of annual general meeting.
4. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT:
Mr. Sandeep Kumar Sahu Ms. Rekha Agarwal and Mrs. Klrushboo VasudevIndependent Directors of the Company have confirmed that they fulfilled all the conditionsof the Independent Directorship as laid down in sub-section (6) of Section 149 of theCompanies Act 2013 and the rules made there under and the SEBI (LODR) Regulations 2015and the same have been noted by the Board. All the Independent Directors are alsoregistered with the databank maintained by the IICA as per the requirement of theCompanies Act 2013.
5. FORMAL ANNUAL EVALUATION:
The Companies Act 2013 states that a formal annual evaluation needs tobe made by the Board of its own performance and that of its committees and individualdirectors. Schedule IV of the Companies Act 2013 states that the performance evaluationof independent directors shall be done by the entire Board of Directors excluding thedirector being evaluated. Tire evaluation of all the directors and the Board as a wholewas conducted based on the criteria and framework adopted by the Board.
6. POLICY ON DIRECTORS? APPOINTMENT AND REMUNERATION:
The policies of the Company on Directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence of aDirector and other matters provided under sub-section (3) of Section 178 of the Act isavailable on the website on this link: www.ainvest.co.in
The policy of the Company on directors1 appointment andremuneration including criteria for determining qualifications positive attributesindependence of a director and other matters provided under sub-section (3) of Section 178of the Companies Act 2013 adopted by the Board are stated in this Board report. Weaffirm that the remuneration paid to the directors is as per the terms laid out in thenomination and remuneration policy of the Company.
7. TRAINING OF INDEPENDENT DIRECTORS:
Every new independent director of the Board attended an orientationprogram. To familiarize the new inductees with the strategy operations and functions ofour Company the executive directors / senior managerial personnel make presentations tothe inductees about the Company's strategy operations product and service offeringsmarkets software delivery organization structure finance human resources technologyquality facilities and risk management.
The Company has organized the following workshops for the benefit ofDirectors and Independent Directors:
(a) a program on how to review verify and study the financial reports;
(b) a program on Corporate Governance;
(c) provisions under the Companies Act 2013; and
(d) SEBI Insider Trading Regulation 2015.
Further at the time of appointment of an independent director theCompany issues a formal letter of appointment outlining his/her role functions dutiesand responsibilities as a director.
8. CORPORATE GOVERNANCE:
As per the directions of SEBI and the Bombay Stock Exchange Ltd.accordingly the company has been adhering to the directions and guidelines as required.The report on the code of corporate governance is annexed separately in this Annualreport.
The Board & KMP of the Company during the Financial Year wasas follows:
10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
Eight (8) Meetings of the Board of Directors were held during thefinancial year 2021-2022. The details of which are given in the corporate governancereport that forms part of this Annual Report. The intervening gap between any two meetingswas within the period prescribed by the Companies Act 2013.These were held on thefollowing dates:
(i) 19/04/2021 (ii) 03/07/2021 (iii) 23/07/2021 (iv) 14/08/2021 (v)04/09/2021 (vi) 13/11/2021 (vii) 29/12/2021 (viii) 14/02/2022.
11. COMMITTEES OF THE BOARD:
Currently the Board has three committees:
Audit Committee Nomination and Remuneration Committee andStakeholder's Relationship Committee;
A detailed note on the composition of the Board and its committees isprovided in the corporate governance report section of this Annual Report.
12. BOARD EVALUATION:
Reg. 17 of SEBI (LODR) Regulations 2015 of mandates that the Boardshall monitor and review the Board evaluation framework. Tire Companies Act 2013 statesthat a formal annual evaluation needs to be made by the Board of its own performance andthat of its committees and individual directors. Schedule IV of the Companies Act 2013states that the performance evaluation of independent directors shall be done by theentire Board of Directors excluding the director being evaluated Pursuant to theprovisions of section 134(3) (p) of the Companies Act 2013 the evaluation of all thedirectors and the Board as a whole was conducted based on the criteria and frameworkadopted by the Board. The evaluation process has been explained in the corporategovernance report section in this Annual Report. Tire Board approved the evaluationresults as collated by the nomination and remuneration committee.
13. MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARDOF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the performanceevaluation of the Independent Directors was completed.
The evaluation framework for assessing the performance of directors ofyour company comprises of contribution at meetings strategies perspective or inputsregarding the growth and performance of your company among others.
The performance evaluation of the Chairman and the Non-IndependentDirectors was carried out by the Independent Directors. The Board of Directors expressedtheir satisfaction with the evaluation process.
Details of program for familiarization of Independent directors of thecompany are accessible on yours company website.
14. CHANGE IN DIRECTORS AND KMP DURING THE YEAR:
During the year under review there is following changes took place inBoard of Directors and KMP of the Company:
Ms. Rekha Agarwal (DIN: 09178194) was appointed as the AdditionalDirector in the category of Non-Executive Independent Director of the company w.e.f 29thDecember 2021 and the Board of Director proposes her confirmation from AdditionalDirector to Independent Director in the ensuing Annual General Meeting of the company.
Mr. Sandeep Kumar Sahu (DIN: 06396817) was appointed as the AdditionalDirector in the category of NonExecutive Independent Director of the company w.e.f 29thDecember 2021 and the Board of Director proposes his confirmation from AdditionalDirector to Independent Director in the ensuing Annual General Meeting of the company.
Mr. Sanjeev Joshi (DIN: 01131895) was appointed as the AdditionalDirector in the category of Executive Director of the company w.e.f 5th July2022 and the Board of Director proposes his confirmation from Additional Director toExecutive Director in the ensuing Annual General Meeting of the company.
15. DISCLOSURE BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independentdirector under Section 149(7) of the Companies Act 2013 that he/she meets the criteriaof independence laid down in Section 149(6) of the Companies Act 2013 and specified underRegulation 16(1) (b) of the LODR Regulation 2015 in respect of their position as an"Independent Director" of Company.
Pursuant to the provisions of Section 134 of the Companies Act 2013with respect to the declaration given by the Independent Director of the Company underSection 149(6) of the Companies Act 2013 the Board hereby confirms that all theIndependent Directors have given declarations and further confirms that they meet thecriteria of Independence as per the provisions of Section 149(6) read with SEBI (ListingObligations & Disclosure Requirements) Regulations 2015.
16. INDEPENDENT DIRECTORS DECLARATIONS:
In the opinion of the Board the independent directors areindividually person of integrity and possess relevant expertise and experience.
The Independent Directors under section 149(6) of the Companies Act2013 declared that:
1. They are not a promoter of the Company or its holding subsidiary orassociate company;
2. They are not directors in the company its holding subsidiary orassociate company.
3. The independent Directors have/had no pecuniary relationship withcompany its holding subsidiary or Associate company or their promoters or directorsduring the two immediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Directors have or hadpecuniary relationship or transaction with the Company its holding subsidiary orassociate company or their promoters or directors amounting to two percent or more ofits gross turnover or total income or fifty Lakhs rupees or such higher amount as may beprescribed whichever is lower during the two immediately preceding financial years orduring the current financial year;
5. Independent Director neither himself nor any of his relatives
holds or has held the position of a key managerial personnel oris or has been employee of the company or its holding subsidiary or associate company inany of the three financial years immediately preceding the financial year in which he isproposed to be appointed;
is or has been an employee or proprietor or a partner in any ofthe three financial years immediately preceding the financial year in which he is proposedto be appointed of a firm of auditors or company secretaries in practice or cost auditorsof the company or its holding subsidiary or associate company; or
17. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND:
The provisions of Section 125(5) of the Companies Act 2013 do notapply on the company as no dividend has been declared during the year.
The Directors have not proposed to transfer any amount to Reservesduring the year.
Panorama Studios International Limited is a leading Company in theMedia & Entertainment Industry engaged in the business of Production and Distributionof films. The Company is producer of Bollywood films in the country.
20. CHANGE IN THE NATURE OF BUSINESS IF ANY:
The Company does not change the nature of business of company as thecompany engaged in the business of Entertainment Film Distribution Media and FilmProduction business during the financial year with the alteration in the main object ofthe company memorandum of association.
21. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONBETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:
No material changes and commitments which can affect the financialposition of the Company occurred between the end of the financial year of the company andthe date of this report.
Internal financial control and its adequacy.
The Board has adopted policies and procedures for ensuring the orderlyand efficient 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.
22. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The company has two subsidiary companies and two subsidiary LLP andPanorama Studios Private Limited is the material subsidiary of PSIL holding w.e.f. 31stMarch 2019 as its transactions during the year were exceeds 10% of the Consolidated networth of PSIL in immediately preceding accounting year.
Pursuant to the provisions of Section 129(3) of the Companies Act 2013read with Rule 5 of the Companies (Accounts) Rules 2014 a statement containing salientfeatures of the financial statements of the subsidiary companies in Form AOC-1 in thisBoard's Report.
Pursuant to the provisions of Section 136 of the Companies Act 2013the financial statements of the Company consolidated financial statements together withrelevant documents and separate audited accounts in respect of subsidiaries are availableon the website of the Company.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of contracts or arrangements with related partiesreferred to in Section 188(1) as prescribed in Form AOC - 2.
The company has neither accepted nor renewed any deposits during theyear covered under Chapter V of the Act.
25. STATUTORY AUDITORS:
The Company's Statutory Auditor's M/s. S. S. Rathi & Co. CharteredAccountants (Firm Registration No.:0108726W) who was appointed as the Statutory Auditorsof the company in terms of Section 139 of the Companies Act 2013 from the conclusion of39th ACM till the conclusion of the 44th Annual General Meeting tobe held in the year 2024. The Auditors has audited the financials of the company for thefinancial year 2021-22.
The auditor of the company has not given any observations in its auditreport and reports are self- explanatory and do not require any further clarification.Further the explanations or a comment by the Board on every qualification reservation oradverse remark or disclaimer made by the auditor in his report is annexed.
26. SECRETARIAL AUDIT REPORT:
Tire Company's Secretarial Auditor's M/s. Nitesh Chaudhary &Associates Practicing Company Secretary
(Mem. No. F-10010; COP-16275) who was appointed as the SecretarialAuditor in terms of Section 204 of the Companies Act 2013 for the period of 2021 -22.
Tire Secretarial Auditor of the Company has not given any observationsin the secretarial audit report and do not require any further clarification.
As per previous year i.e 2020-21 secretarial audit report there weretwo observations which was reported by secretarial auditor in secretarial audit report andthe same complied by the Company within the time period and for the same no furtheractions needs to be required.
27. INTERNAL AUDITOR:
M/s Arvind Baid & Associates Chartered Accountants who wasappointed as an Internal Auditor of the Company from the financial year 2021-22 to upto2023-24 has submitted a report based on the internal audit conducted during the year underreview.
28. COST AUDITORS:
Appointment of Cost Auditor is not applicable to the Company. Flencethe company has not appointed any Cost Auditor and cost accounts and records are notrequired to maintain by the company.
During the year under review the Statutory Auditor and SecretarialAuditor have not reported any instances of frauds Committed in the Company by its Officersor Employees to the Audit Committee under Section 143(12) of the Act details of whichneeds to be mentioned in this Report.
29. GOODS AND SERVICE TAX:
The Goods and Services tax (GST) is a significant reform in the taxstructure of the country in the national market for goods and services and is expected tohave a favourable impact on the economy in spite of the implementation challenges thecompany has registered itself in Goods and Services tax (GST).
30. CHANGE IN THE SHARE CAPITAL:
During the year under review there were no changes observed in theAuthorized Share Capital of the Company. The Company has not issued equity shares withdifferential rights as to dividend voting or otherwise.
31. SWEAT EQUITY BONUS SHARES & EMPLOYEE STOCK OPTION PLAN:
The company has neither issued sweat equity or bonus shares nor hasprovided any stock option scheme to the employees.
32. MAJOR EVENTS AND CHANGES DURING THE YEAR:
During the year under review major events occurred during the F.Y.2021-2022 as under:
The company has filed application to Bombay Stock Exchange on dated 22ndJanuary 2022 for Promoters Reclassification under Regulation 31 A of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 from "Promoters Category" to "Public Category" of Pawan Dalmia& Vritti Dealmark Private Limited and for the same approval from Bombay Stock Exchangewas received on dated 03rd November 2021.
33. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
The provisions of section 134(m) of the Companies Act 2013 regardingthe disclosure of particulars of conservation of energy and technology absorptionprescribed by the rules are not applicable to our company.
34. CORPORATE SOCIAL RESPONSIBILITY (CSR):
As the company does not have net worth of rupees five hundred Crore ormore or turnover of rupees one thousand Crore or more or a net profit of mpees five Croreor more during any financial year the disclosures as per Rule 9 of Companies (CorporateSocial Responsibility Policy) Rules 2014 is not applicable.
However the Subsidiary Company M/s. Panorama Studios Private Limitedfall under the provision of Section 135 of the Companies Act 2013 with profit of morethan 5 cores. The Subsidiary Company of the Company has its own CSR policy and Committeeto regulate the activities under the Corporate Social Responsibility and has paid Rs.152647^- (Rupees Fifteen Lakh Twenty-Six Thousand Four Hundred Seventy-Two Only) to ShriJagatbharti Education & Charitable Trust as a CSR expenditure on receipt dated 25a'March 2022.
Therefore your company has not framed any policy and any expenditureon the CSR. Tire Board regular monitor and assure that the Subsidiary Company M/s.Panorama Studios Private Limited do comply the provisions under Section 135 for spendingat least 2% of the average net profit as a CSR expenditure.
35. ORDER OF COURT:
The company is not subject to any legal proceedings and claims whichwill have a material or adverse effect on the going concern status or company's operationsor financial conditions.
36. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION & REDRESSAL) ACT 2013:
No such cases were filed during the Financial Year 2021-22 under SexualHarassment of Women at workplace (Prevention Prohibition & Redressal) Act 2013. Inaddition of the above the company has constituted "Internal ComplaintsCommittee" as per Section 4 of the Sexual Harassment of Women at workplace(Prevention Prohibition & Redressal) Act 2013.
A. Number of Complaint filed during the Financial Year 2021-22: NIL
B. Number of Complaint disposed during the Financial Year 2021-22: NIL
C. Number of Complaint pending as on end of the Financial Year 2021-22:NIL
37. CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which isapplicable to the Members of the Board and all employees in the course of day to daybusiness operations of the company. The Company believes in "Zero Tolerance"against bribery corruption and unethical dealings / behaviours of any form and the Boardhas laid down the directives to counter such acts. The Code has been posted on theCompany's website www.ainvst.co.in.
The Code lays down the standard procedure of business conduct which isexpected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders. The Code gives guidance through examples onthe expected behaviour from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel haveconfirmed compliance with the Code. All Management Staff were given appropriate trainingin this regard.
38. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Loans guarantees or investments covered under section 186 of theCompanies Act 2013 form part of the notes to the financial statements provided in thisAnnual Report.
39. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Tire company has material individual transactions with its relatedparties which are covered under section 188 of the Companies Act 2013 which are not inthe ordinary course of business and not undertaken on an arm's length basis during thefinancial year 2021-22.
Tire Details of related parties has disclosed in the point no. 33 ofNotes to accounts of Consolidated Financial Result of the company in which the fulldisclosure with names of related party has provided.
40. MANAGERIAL REMUNERATION:
Tire Company has paid Managing remuneration to the Managing DirectorExecutive Director and KMP the same has been disclosed in the Notes to the account ofFinancial Result.
Payment made to the directors and management is as per the prescribed& permissible limit given in the Companies Act 2013 and mles thereon.
41. CORPORATE GOVERNANCE CERTIFICATE AND MANAGEMENT DISCUSSION &ANALYSIS:
Tire Corporate Governance certificate from the auditor regardingcompliance of conditions of corporate governance as stipulated by SEBI (LODR) Regulations2015 has been annexed with the report.
Tire Company is committed to maintain the highest standards ofCorporate Governance and adhere to the Corporate Governance requirements set out by SEBI.
In compliance with Regulation 34 and Schedule V of SEBI (LODR)Regulations 2015 report on the Corporate Governance along with a certificate from theStatutory Auditors of the Company on compliance with the provisions is annexed and formspart of the Annual Report.
42. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with the Secretarial Standards issued by theInstitute of Company Secretaries of India on Board Meeting and General Meeting.
43. RISK MANAGEMENT POLICY:
The Board of Directors of the Company are of the view that currently nosignificant risk factors are present which may threaten the existence of the company.
During the year your Directors have an adequate risk management policyin place capable of addressing those risks. The company manages monitors and reports onthe principal risks and uncertainties that can impact its ability to achieve its strategicobjectives. Tire Audit Committee and Board of Directors review these proceduresperiodically. The company's management systems organizational structures processesstandards code of conduct and behaviour together form a complete and effective RiskManagement System (RMS).
44. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
In terms of Reg. 25(7) of the SEBI (LODR) Regulations 2015 the Companyis required to conduct the Familiarisation Programme for Independent Directors (IDs) tofamiliarise them about their roles rights responsibilities in the Company nature of theindustry in which the Company operates business model of the Company etc. throughvarious initiatives.
45. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS ANDEMPLOYEES:
The Company has a Whistle Blower Policy to deal with instances of fraudand mismanagement if any. The details of establishment of such mechanism have beendisclosed on the website.
46. EXTRACT OF ANNUAL RETURNS:
In accordance with Section 134(3) (a) of the Companies Act 2013 anextract of the annual return is annexed as Annexure -III.
47. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 your Directorsconfirm that
(A) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;
(B) the directors have 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 have 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 have prepared the annual accounts on a going concernbasis;
(E) the directors have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively and
(F) the directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
48. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:
In terms of the provisions of Section 197(12) of the Act read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement containing the disclosures pertaining to remuneration and other details asrequired under the Act and the above Rules are as under.
The disclosures as specified under Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. The percentageincrease in remuneration of each Director Chief Financial Officer and Company Secretaryduring the financial year 2021-2022 ratio of the remuneration of each Director to themedian remuneration of the employees of the Company for the financial year 2021-2022.Attached as Annexure V.
49. CFO CERTIFICATION:
The Chief Executive Officer and Chief Financial Officer Certificationas required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR)Regulation 2015 have been appended to this report.
50. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a view to regulate trading in securities by the Directors and designatedemployees of the Company. The Code requires pre-clearance for dealing in the Company'sshares and prohibits the purchase or sale of Company shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed. The Boardis responsible for the implementation of the Code.
All Board of Directors and the designated employees have confirmedcompliance with the Code.
51. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCYAND BANKRUPTCY CODE 2016:
During the year under review there were no applications made orproceeding pending in the name of the company under the Insolvency Bankruptcy Code 2016.
52. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIMESETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review there has no one-time settlement of Loanstaken from Banks and Financial Institutions.
Your Directors would like to express their appreciation of theco-operation and assistance received from the shareholders bankers and other businessconstituents during the year under review.