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Panorama Studios International Ltd.

BSE: 539469 Sector: Media
NSE: N.A. ISIN Code: INE258R01010
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NSE 05:30 | 01 Jan Panorama Studios International Ltd
OPEN 77.05
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VOLUME 305
52-Week high 89.60
52-Week low 33.40
P/E 93.10
Mkt Cap.(Rs cr) 101
Buy Price 81.00
Buy Qty 345.00
Sell Price 85.00
Sell Qty 60.00
OPEN 77.05
CLOSE 81.10
VOLUME 305
52-Week high 89.60
52-Week low 33.40
P/E 93.10
Mkt Cap.(Rs cr) 101
Buy Price 81.00
Buy Qty 345.00
Sell Price 85.00
Sell Qty 60.00

Panorama Studios International Ltd. (PANORAMASTUDIOS) - Director Report

Company director report

To

The Members

The Board of Directors hereby submits the 40th Annual report of the businessand operations of the Company together with the audited financial statements for thefinancial year ended March 31st 2020.

FINANCIAL PERFORMANCE OF THE COMPANY:

Particulars

F.Y. 2019-2020

F.Y. 2018 2019

Standalone Consolidated Standalone Consolidated
Revenue from Operation 224349560 3138278617 1440500 23444875
Revenue from other Income 3092196 14055215 686035 18285838
Total Revenue 227441756 3152333832 2126535 252731713
Profit before Dep. & Int 2555898 106801995 327872 34035284
Less: Depreciation & Amortisation 0 450000 0 765496
Profit after Depreciation & Interest and before Tax 2555898 102301995 327872 34035284
Tax Expenses 931009 24249602 124246 15248882
Profit/ Loss after Tax 1624889 78052394 203626 18786401

1. RESULT HIGHLIGHTS:

The company continues to be engaged in Entertainment Media& Film Production as itsprincipal business.

The bottom line has also shown Standalone Profit (after tax) for the year ended31.03.2020 Rs. 1624889/- as compared to Standalone profit of last year as on 31.03.2018 ofRs. 203626/-. The company has earned a consolidated Profit (after tax) for the year ended31.03.2020 Rs. 78052394/- Further there are no significant and material events impactingthe going concern status and Company's operations in future.

2. DIVIDEND:

During the year the company earned minimal profits hence the directors have notrecommended any dividend.

3. BOARD OF DIRECTORS:

The Composition of the Board during the year was as per the provisions of Regulation 17of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 read with the Companies Act 2013.

During the year Pursuant to Section 152 of the Companies Act 2013 Mr. Abhishek PathakDirector retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. Your Board has recommended his re-appointment.

None of the Directors are disqualified for appointment/ re-appointment under Section164 of the Act. As required by law this position is also reflected in the Auditors'Report.

As required under Regulation 36(3) of the listing Regulations with the stock exchangesthe information on the particulars of Directors proposed for appointment/re appointmenthas been given in the notice of annual general meeting.

4. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT:

Mr. Sanjay Ghai Mr. Amandeep Singh Gill and Mrs. Khushboo Vasudev IndependentDirectors of the Company have confirmed that they fulfilled all the conditions of theIndependent Directorship as laid down in sub-section (6) of Section 149 of theCompanies Act 2013 and the rules made there under and the same have been noted by theBoard.

5. FORMAL ANNUAL EVALUATION:

The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and individual directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of independentdirectors shall be done by the entire Board of Directors excluding the director beingevaluated. The evaluation of all the directors and the Board as a whole was conductedbased 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 remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act is available onthe website on this link: www.ainvest.co.in

The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Subsection (3) of Section 178 of the Companies Act 2013adopted by the Board are stated in this Board report. We affirm that the remunerationpaid to the directors is as per the terms laid out in the nomination and remunerationpolicy of the Company.

7. TRAINING OF INDEPENDENT DIRECTORS:

Every new independent director of the Board attended an orientation program. Tofamiliarize the new inductees with the strategy operations and functions of our Companythe executive directors / senior managerial personnel make presentations to the inducteesabout the Company's strategy operations product and service offerings markets softwaredelivery organization structure finance human resources technology qualityfacilities and risk management.

The Company has organized the following workshops for the benefit of Directors andIndependent Directors: (a) a program on how to review verify and study the financialreports; (b) a program on Corporate Governance; (c) provisions under the Companies Act2013; and (d) SEBI Insider Trading Regulation 2015.

Further at the time of appointment of an independent director the Company issues aformal letter of appointment outlining his/her role functions duties andresponsibilities as a director.

8. CORPORATE GOVERNANCE:

As per the directions of SEBI and the Bombay Stock Exchange Ltd. accordingly thecompany has been adhering to the directions and guidelines as required. The report on thecode of corporate governance is annexed separately in this Annual report.

9. DIRECTORS:

? The Board & KMP of the Company during the Financial Year was as follows:

S.No. Directors Designation Date of Appointment Date of Resignation
1 Sanjay Ghai Appointment as Independent Director 05-04-2019 NA
2 Khushboo Vasudev Appointment as Independent Director 05-04-2019 NA

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

Eight (8) Meetings of the Board of Directors were held during the financial year2019-20. The details of which are given in the corporate governance report that forms partof this Annual Report. The intervening gap between any two meetings was within the periodprescribed by the Companies Act 2013. These were held on the following dates:

i) 05/04/2019 ii) 29/05/2019 iii) 13/08/2019 iv) 31/08/2019 v) 17/09/2019 vi)14/11/2019 vii) 15/01/2020 viii) 14/02/2020.

11. COMMITTEES OF THE BOARD:

Currently the Board has three committees: i) Audit Committee ii) Nomination andRemuneration Committee iii) Stakeholder's Relationship Committee.

A detailed note on the composition of the Board and its committees is provided in thecorporate governance report section of this Annual Report.

12. BOARD EVALUATION:

Reg. 17 of SEBI (LODR) Regulations 2015 of mandates that the Board shall monitor andreview the Board evaluation framework. The Companies Act 2013 states that a formal annualevaluation needs to be made by the Board of its own performance and that of i tscommittees and individual directors. Schedule IV of the Companies Act 2013 states thatthe performance evaluation of independent directors shall be done by the entire Board ofDirectors excluding the director being evaluated

Pursuant to the provisions of section 134(3)(p) of the Companies Act 2013 theevaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe corporate governance report section in this Annual Report. The Board approved theevaluation results as collated by the nomination and remuneration committee.

MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWNPERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the performance evaluation of theIndependent Directors was completed.

The evaluation framework for assessing the performance of directors of your companycomprises of contribution at meetings strategies perspective or inputs regarding thegrowth and performance of your company among others.

The performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the Independent Directors. The Board of Directors expressed theirsatisfaction with the evaluation process.

Details of program for familiarization of Independent directors of the company areaccessible on yours company website.

13. CHANGE IN DIRECTORS AND KMP DURING THE YEAR:

Name Category DIN Attendance No. of other Director ships** as on 31.03.2020 No. of Board Committees other than Panorama Studios International Limited
Board Meeting Last AGM
Mr. Sanjay Ghai* Independent Non- 07013968 5 No Nil Nil
Executive Director
Mrs. Khushboo Vasudev# Women 08415000 7 Yes Nil Nil
Independent Non-
Executive Director

* Mr. Sanjay Ghai appointed as Additional director w.e.f 05th April 2019& regularise & appointed as Non-Executive Independent Director in 39thAnnual general meeting.

#Mrs. Khushboo Vasudev appointed as Additional director w.e.f 05th April2019 & regularise & appointed as Non-Executive Independent Director in 39thAnnual general meeting.

**Excluding directorship in private companies unlisted public companies foreigncompanies and companies incorporated under Section 8 of the Companies Act 2013. TheCompany did not have any pecuniary relationship and transaction with any of the Non-Executive Directors during the year under reference.

14. DISCLOSURE BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and specified under Regulation16(1)(b) of the LODR Regulation 2015 in respect of their position as an "IndependentDirector" of Company.

Pursuant to the provisions of Section 134 of the Companies Act 2013 with respect tothe declaration given by the Independent Director of the Company under Section 149(6) ofthe Companies Act 2013 the Board hereby confirms that all the Independent Directors havegiven declarations and further confirms that they meet the criteria of Independence as perthe provisions of Section 149(6) read with SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015.

INDEPENDENT DIRECTORS DECLARATIONS:

In the opinion of the Board the independent directors are individually person ofintegrity and possess relevant expertise and experience.

The Independent Directors under section 149(6) of the Companies Act 2013 declaredthat:

1. They are not a promoter of the Company or its holding subsidiary or associatecompany;

2. They are not directors in the company its holding subsidiary or associate company.

3. The independent Directors have/had no pecuniary relationship with company itsholding subsidiary or associate company or their promoters or directors during the twoimmediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Directors have or had pecuniaryrelationship or transaction with the company its holding subsidiary or associatecompany or their promoters or directors amounting to two percent. or more of its grossturnover or total income or fifty Lakhs rupees or such higher amount as may be prescribedwhichever is lower during the two immediately preceding financial years or during thecurrent financial year;

5. Independent Director neither himself nor any of his relatives

holds or has held the position of a key managerial personnel or is or has been employeeof the company or its holding subsidiary or associate company in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed; is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financia l year in which he is proposed to beappointed of a firm of auditors or company secretaries in practice or cost auditors ofthe company or its holding subsidiary or associate company; or

15. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(5) of the Companies Act 2013 do not apply on the companyas no dividend has been declared during the year.

16. RESERVES:

The Directors have not proposed to transfer any amount to Reserves during the year.

17. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'SAFFAIR:

Panorama Studios International Limited is a leading Company in the Media &Entertainment Industry engaged in the business of Production and Distribution of films.The Company is producer of Bollywood films in the country.

18. CHANGE IN THE NATURE OF BUSINESS IF ANY:

The Company does not change the nature of business of company as the company engaged inthe business of Entertainment Film Distribution Media and Film Production businessduring the financial year with the alteration in the main object of the company memorandumof association.

19. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFTHE

FINANCIAL YEAR AND DATE OF THE REPORT:

No material changes and commitments which can affect the financial position of theCompany occurred between the end of the financial year of the company and the date of thisreport Internal financial control and its adequacy.

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the

Company's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures.

20. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

M/s. Panorama Studios Private Limited has become material subsidiary of PSIL w.e.f. 31stMarch 2019 as its net worth exceeds 20% of the Consolidated net worth of PSIL inimmediately preceding accounting year.

M/s. Panorama Studios Distribution LLP has become material subsidiary of PSIL w.e.f. 02ndJuly 2019 as its net worth exceeds 20% of the Consolidated net worth of PSIL inimmediately preceding accounting year. Pursuant to the provisions of Section 129(3) of theCompanies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2 014 a statementcontaining salient features of the financial statements of the subsidiary companies inForm AOC-1 in this Board's Report.

Pursuant to the provisions of Section 136 of the Companies Act 2013 the financialstatements of the Company consolidated f inancial statements together with relevantdocuments and separate audited accounts in respect of subsidiaries are available on thewebsite of the Company.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2.

22. DEPOSITS:

The company has neither accepted nor renewed any deposits during the year coveredunder Chapter V of the Act.

23. STATUTORY AUDITORS:

M/s. S. S. Rathi & Co. Chartered Accountants (Firm Registration No.: 0108726W)Statutory Auditors of the company has audited the financials of the company for thefinancial year 2019-20.

AUDITORS' REPORT:

The auditors of the company has not given any observations in its audit report andreports are self- explanatory and do not require any further clarification. Further theexplanations or a comment by the Board on every qualification reservation or adverse remark or disclaimer made by the auditor in his report is annexed.

24. SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report has been given by M/s. Nitesh Chaudhary & AssociatesPracticing Company Secretary and there is no qualification reservation or adverse remarkor disclaimer made by the company secretary in the secretarial audit report. Thesecretarial audit report forms a part of the directors' report.

The observations made by the Auditors are self- explanatory and do not require anyfurther clarification. Further the explanations or a comment by the Board on everyqualification reservation or adverse remark or disclaimer made by the auditor in hisreport is annexed.

25. INTERNAL AUDITOR:

M/s Arvind Baid & Associates Chartered Accountants who was appointed as anInternal Auditor for the financial year 2019-20 has submitted a report based on theinternal audit conducted during the year under review.

26. COST AUDITORS:

Appointment of Cost Auditor is not applicable to the Company. Hence the company hasnot appointed any Cost Auditor and cost accounts and records are not required to maintainby the company.

During the year under review the Statutory Auditor and Secretarial Auditor have notreported any instances of frauds Committed in the Company by its Officers or Employees tothe Audit Committee under Section 143(12) of the Act details of which needs to bementioned in this Report.

27. GOOD AND SERVICE TAX:

The Goods and Services tax (GST) is a significant reform in the tax structure of thecountry in the national market for goods and services and is expected to have a favourableimpact on the economy in spite of the implementation challenges the company hasregistered itself in Goods and Services tax (GST).

28. CHANGE IN THE SHARE CAPITAL:

The paid-up Authorised Equity Share Capital as on 31st March 2019 was Rs.55000000 divided into 5500000 Equity shares of Rs. 10/- each. During the year underreview the Company has increased the Authorized capital from 55000000 divided into5500000 Equity shares of Rs. 10/- each to 160000000 divided into 16000000Equity shares of Rs. 10/- each.

During the year under review the Company has allotted 2126750 Equity Shares onpreferential basis and accordingly the paid-up capital of the company increased from Rs.54500000/- to Rs. 75767500/- the shares allotted by the company is pari-pasu withthe existing shares of the company and as on the closure of financial year there is noshares with differential voting rights nor granted stock options nor sweat equity by thecompany.

During the year under the review the company has issued & allotted 4870000Equity Convertible Warrants at a price of Rs. 11/- each (including of premium of Rs. 1/-each) to Promoters/Promoters group and Non-promoters group on preferential basis onreceipt of subscription price equivalent to 25% of the Issue Price.

29. SWEAT EQUITY BONUS SHARES & EMPLOYEE STOCK OPTION PLAN:

The company has neither issued sweat equity or bonus shares nor has provided any stockoption scheme to the employees.

30. PREFERENTIAL ISSUE OF CAPITAL:

The company has allotted 2126750 Eq. Shares on preferential basis to thePromoters/Promoters group and Non-promoters group and accordingly the paid up capital ofthe company increased from Rs. Rs. 54500000/- to Rs. 75767500/-

POSTAL BALLOT:

During Financial Year 2019-20 postal ballot was conducted by Company to obtainmembers' approval with respect to:

1. Shifting of Registered office from one state to another state.

2. Change of Name of the company.

3. Adoption of New set of Articles

4. Increase in Borrowing Powers of the company

5. Increase in Investments(S) Loans Guarantee and Security

6. Increase in Authorized Share Capital of the Company.

7. Alteration of Capital Clause of Memorandum of Association of the Company.

8. Alteration of Capital Clause Articles of Association of the Company.

9. Preferential Allotment of 2126750 Equity Shares.

10. Preferential Issue & Allotment of 4870000 Equity Convertible Warrants 11.Related Party Transaction.

31. MAJOR EVENTS AND CHANGES DURING THE YEAR:

1. Increase in Authorized Share Capital & Alteration of Capital Clause ofMemorandum of Association & Article of Association of the Company from Rs.55000000/- divided into 5500000 Equity Shares of Rs. 10/- each and after increase incapital authorized capital of the company increased to Rs. 160000000/- divided into16000000 Equity Shares of Rs. 10/- each through Postal Ballot.

2. Your Board Approved the proposal of shifting of Registered office of the Companyfrom Kolkata West Bengal to Mumbai Maharashtra and the same has been approved by membersby Postal Ballot after closure of Financial Year 2018-19 and before adoption of this boardreport accordingly the necessary approval has been received from ROC's and Appropriateauthorities and certificate of shifting of registered office has been issued by ROC'sMumbai.

3. During the year the Company has adoption of new set of Articles of Association ofthe Company.

4. During the year the Company has appointed the statutory auditors to M/s. S. S. Rathi& Co Chartered Accountants (FRN No. 0108726W) Mumbai to fill the casual vacancy.

5. During the year the Company has increase in the limit of borrowing powers of thecompany and accorded the consent of the shareholder by way of postal ballot after closureof Financial Year and before adoption of Board Report.

6. During the year the Company has increase in investments(s) loans gurantee andsecurity in excess of limits specified under section 186 of companies act 2013 andaccorded the consent of the shareholder by way of postal ballot after closure of FinancialYear and before adoption of Board Report.

7. Preferential Allotment of 2126750 0 Equity Shares @ Rs. 10/- each toPromoters/Promoters Group & Non-promoters/Public

8. Preferential Issue & Allotment of 4870000 Equity Convertible Warrants toPromoters/Promoters Group & Non-promoters/Public

32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure ofparticulars of conservation of energy and technology absorption prescribed by the rulesare not applicable to our company.

The company has Foreign Exchange transactions during the financial year as thesubsidiary company of the company has some Foreign Exchange transactions during thefinancial year which is disclosed in the notes to accounts of consolidated financial inpoint no. 31. Income/Expenditure in foreign currency.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As the company does not have net worth of rupees five hundred crore or more orturnover of rupees one thousand crore or more or a net profit of rupees five crore or moreduring any financial year the disclosures as per Rule 9 of Companies (Corporate SocialResponsibility Policy) Rules 2014 is not applicable.

34. ORDER OF COURT:

The company is not subject to any legal proceedings and claims which will have amaterial or adverse effect on the going concern status or company's operations orfinancial conditions.

35. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION&

REDRESSAL) ACT 2013:

No cases were filed during the Financial Year 2019-20 under Sexual Harassment of Womenat workplace (Prevention Prohibition &

Redressal) Act 2013. In addition of the above the company has constitute"Internal Complaints Committee" as per Section 4 of the Sexual Harassment ofWomen at workplace (Prevention Prohibition& Redressal) Act 2013.

A. No of Complaint filed during the Financial Year 2019-20: NIL B. No ofComplaint disposed during the Financial Year 2019-20: NIL C. No of Complaintpending as on end of the Financial Year 2019-20: NIL

36. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviours of any form and the Board has laid down thedirectives to counter such acts. The Code has been posted on the Company's websitewww.ainvst.co.in.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.

37. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Loans guarantees or investments covered under section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.

38. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The company has material individual transactions with its related parties which arecovered under section 188 of the Companies Act 2013 which are not in the ordinary courseof business and not undertaken on an arm's length basis during the financial year 2019-20.

The Details of related parties has disclosed in the point no. 32 of Notes to accountsof Consolidated Financial Result of the company in which the full disclosure with names ofrelated party has provided.

39. MANAGERIAL REMUNERATION:

The Company earned minimal profit in its standalone business during the year so theCompany has not provided any Managerial Remuneration to the Directors from the standalonebusiness profit the managerial remuneration paid to the management is from subsidiarycompany and therefore the same has been disclosed in the point no. 32 Notes to the accountof Consolidated Financial Result.

Payment made to the directors and management is as per the prescribed & permissiblelimit given in the Companies Act 2013 and rules thereon.

40. CORPORATE GOVERNANCE CERTIFICATE AND MANAGEMENT DISCUSSION & ANALYSIS:

The Corporate Governance certificate from the auditor regarding compliance ofconditions of corporate governance as stipulated by SEBI (LODR) Regulations 2015 has beenannexed with the report.

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI.

In compliance with Regulation 34 and Schedule V of SEBI (LODR) Regulations 2015 reporton the Corporate Governance along with a certificate from the Statutory Auditors of theCompany on compliance with the provisions is annexed and forms part of the Annual Report.

41. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India on Board Meeting and General Meeting.

42. RISK MANAGEMENT POLICY:

The Board of Directors of the Company are of the view that currently no significantrisk factors are present which may threaten the existence of the company.

During the year your Directors have an adequate risk management policy in placecapable of addressing those risks. The company manages monitors and reports on theprincipal risks and uncertainties that can impact its ability to achieve its strategicobjectives. The 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).

43. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

In terms of Reg. 25(7) of the SEBI (LODR) Regulations 2015 the Company is required toconduct the Familiarisation Programme for Independent Directors (IDs) to familiarise themabout their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company etc. through variousinitiatives.

44. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Company has a Whistle Blower Policy to deal with instances of fraud andmismanagement if any. The details of establishment of such mechanism have been disclosedon the website.

45. EXTRACT OF ANNUAL RETURNS:

In accordance with Section 134(3) (a) of the Companies Act 2013 an extract of theannual return is annexed as Annexure -III.

46. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm that

(A) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

(B) the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that ar e 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 and of the profit and loss of the company for that period;

(C) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

(D) the directors have prepared the annual accounts on a going concern basis;

(E) the directors have laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively and

(F) the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such sys tems were adequate and operatingeffectively.

47. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are as under.

The disclosures as specified under Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2 014. The percentage increase inremuneration of each Director Chief Financial Officer and Company Secretar y during thefinancial year 2019-2020 ratio of the remuneration of each Director to the medianremuneration of the employees of the Company for the financial year 2019-2020. Attached asAnnexure V.

48. CFO CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required underRegulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation 2015 havebeen appended to this report.

49. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with theCode.

50. ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation of the co-operation andassistance received from the shareholders bankers and other business constituents duringthe year under review

For and on behalf of the Board
Panorama Studios International Limited
(Formerly Known as Apunka Invest Commercial Limited)
Date: 29/11/2020 Sd/- Sd/-
Place: Mumbai Kumar Mangat Pathak Abhishek Kumar Pathak
Managing Director Director
DIN: 00299630 DIN - 00700868