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Pine Animation Ltd.

BSE: 511421 Sector: IT
NSE: N.A. ISIN Code: INE452N01026
BSE 00:00 | 04 Mar Pine Animation Ltd
NSE 05:30 | 01 Jan Pine Animation Ltd
OPEN 38.10
PREVIOUS CLOSE 38.40
VOLUME 259217
52-Week high 39.05
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 1,064
Buy Price 31.60
Buy Qty 25.00
Sell Price 39.10
Sell Qty 98.00
OPEN 38.10
CLOSE 38.40
VOLUME 259217
52-Week high 39.05
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 1,064
Buy Price 31.60
Buy Qty 25.00
Sell Price 39.10
Sell Qty 98.00

Pine Animation Ltd. (PINEANIMATION) - Director Report

Company director report

1. INTRODUCTION

Directors are elated in presenting the 28thAnnual Report of the Companyalong with the Audited Statement of Accounts for the year ended as on 31st March 2017.

2. FINANCIAL RESULTS
(Amount in Rs)
Particulars Current Financial Previous Financial
Year (2016-2017) Year (2015-2016)
Net Profit/(Loss)Before
199456 2398673
Depreciation and Tax
Depreciation - -
Profit /(Loss) before Tax 199456 2398673
Provision for Tax 61632 760432
Profit/ (loss) after Tax 137824 1638241
Balance Brought forward (15420340) (17025777)
Less:- Income Tax ( Earlier Year) (2760) (32804)
Balance carried to Balance
(15279756) (15420340)
Sheet

3. BUSINESS OVERVIEW

Due to poor market condition the Net Profit of the Company has declined from Rs.1638241/- to Rs. 137824/-.The Company's policy of management has provided cushioneffect to the adversities of the market on the performance of Company. The Board ofDirectors look towards the future performance with a positive approach.

4. DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth ofthe Company and with a view to conserve the resources they do not recommend any dividendfor the year ended 31st March 2017.

5. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 are notapplicable.

6. STATUTORY AUDITORS

M/s Dhaval Gala & Associates Chartered Accountants retire as the StatutoryAuditors of the company at the conclusion of the ensuing Annual General Meeting. M/s. M/sDhaval Gala & Associates Chartered Accountants and Statutory Auditors of the Companyhave expressed their inability & unwillingness to accept the office in accordance withthe provisions of Section 139 of the Companies Act 2013. Accordingly the Board ofdirectors of the Company subject to the recommendation of the Audit Committee haveproposed the appointment of M/s Prajwal Poojari and Associates Chartered Accountants asStatutory Auditors of the Company and who shall hold office from the conclusion of 28thAnnual General Meeting till the conclusion of 34th Annual General Meeting (subject toratification by the members at every Annual General Meeting) and to fix their remunerationthereof. M/s Prajwal Poojari and Associates Chartered Accountants have given theirconsent and eligibility to act as Statutory Auditors of the Company.

The board recommends the proposed resolution with respect to appointment of M/s PrajwalPoojari and Associates Chartered Accountants as Statutory Auditors of the Company foryour approval as a Ordinary Resolution.

7. SECRETARIAL AUDITORS

M/s. H V Gor & Co Practicing Company Secretaries have been appointed in the BoardMeeting held on 30th May 2017 as the Secretarial Auditor of the Company u/s 204 of theCompanies Act 2013 to conduct Secretarial Audit of the matters of the Company and reportthereof. The Secretarial Auditor's Report has been annexed to the Board Report underAnnexure IV.

8. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualification reservation or adverse remark made by the Auditors in theirreport.

The explanations made by the Board relating to the qualifications reservationsadverse remarks made by the Practicing Company Secretary in his Secretarial Audit Reportare furnished as under:

1. The Company has been inviting the applications for the post of Company Secretary inwhole time employment of the Company by issuing classifieds in the newspapers. Howeverthe Company has failed to receive application from a suitable candidate for theaforementioned responsibilities.

2. The Company has failed to submit the outcomes with the stock exchange withinstipulated time frame due to inadvertent error. Further the Company will make sure thatall the required disclosures and intimations will be intimated to the stock exchange.

3. The Company has failed to comply with the Listing Agreement and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 due to genuine oversight onthe part of the Company relating to the publication of notices of Board meetings in newspapers. However the Company has proposed to comply with the same from this financialyear.

The Company has failed to comply with publication of financial results in newspaper dueto genuine oversight on the part of the Company. However the Company has proposed tocomply with the same.

4. The Company is not in compliance with Regulation 55A of SEBI (Depositories andParticipants Regulations) 1996 for the quarter ended 31st March 2016 due to genuineoversight on the part of the Company. However the Company has proposed to comply with thesame from this financial year.

5. The Company is not in compliance with Regulation 31(1)(b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 for the quarter ended 31stMarch 2017 due to genuine oversight on the part of the Company. However the Company hasproposed to comply with the same.

6. The website of the Company has not been updated due to technical reasons. Howeverthe Company is in the process of updating the website.

9. DIRECTORS

Mr. Mandar Palav (DIN: 03249718) resigned from the Board on 21st November 2016 and Mr.Himanshu Vaidya (DIN:07269291) was appointed in his replacement on 23rd March 2017. Therewere no other change in the Board of Directors of the Company during the financial yearunder review. The Board invited applications for the replacement of Mr. Mandar Palav atthe time of his resignation but were able to fill the same only in the month of March2017

10 DECLARATION BY THE INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

11 BOARD MEETINGS

The Board of Directors met Six times during the financial year under review. 27th May2016; 8th August 2016; 31st August 2016; 12th November 2016; 11th February 2017; 22ndMarch 2017.

12 COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATIONAND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination andRemuneration Committee are not applicable to the Company and hence the Company has notdevised any policy relating to appointment of Directors payment of Managerialremuneration Directors qualifications positive attributes independence of Directors andother related matters as provided under Section 178(3) of the Companies Act 2013.

13 INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT &REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

The Company has not appointed any employee(s) in receipt of remuneration exceeding thelimits specified under Rule 5 (2) of Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014.

14 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has duly set up an Internal Complaints Committee (ICC) in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013 to redress complaints received regarding sexual harassment.The following is a summary of sexual harassment complaints received and disposed offduring the year 2016-17.

No of complaints received: Nil
No of complaints disposed off: Nil

15 DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act 2013your Directors state that: a. In the preparation of the annual accounts the applicableaccounting standards have been followed with proper explanation relating to materialdepartures if any; b. They have in the selection of the accounting policies consultedthe Statutory

Auditors and have applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2017 and of its Profit for the year ended on thatdate; c. They have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; and d. They have prepared theannual accounts for the year ended 31st March 2017 on a ‘going concern'basis; and e. They have laid down Internal Financial Controls which are adequate and areoperating effectively f. They have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

16 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

The Company has not advanced any loans nor made any investments and also has not givenany guarantee pursuant to Section 186 of the Companies Act 2013 during the year underreview .

17 DISCLOSURES OF AMOUNTS IF ANY TRANSFER TO ANY RESERVES.

It is not proposed to carry any amount to any reserves from the profits of the Company.Hence disclosure under Section 134 (3) (j) of the companies act 2013 is not required.

18 MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report.

19 ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO.

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption are not required to be furnishedconsidering the nature of activities undertaken by the

Company during the year under review. Further during the year under review

the Company has neither earned nor used any foreign exchange.

20 STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has developed & implemented Risk Management Policy. However Companyhas not come across any element of risk which may threaten the existence of the Company.

21 DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

There were no material orders passed by the regulators / courts / tribunal impactingthe going concern status and company's operation in future for the financial year underreview.

22 DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCETO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES2014:

The Company has an adequate internal financial control system commensurate with thesize of its business operations.

23 PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADEPURSUANT TO SECTION 188 OF THE COMPANIES ACT 2013

There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.

24 EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in "AnnexureMGT-9".

25 DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members; a. Mr. Shyam Sundar Parasramkab. Mr. Krishna Kumar Omprakash Murarka c. Ms. Bhavita Ashiyani

The above composition of the Audit Committee consists of Independent Directors viz.Ms. Bhavita Ashiyani and Mr. Krishna Kumar Omprakash Murarka who form the majority.

The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of employees and directors of theCompany.

26 CORPORATE GOVERNANCE:

Your Company is committed to adopting the best Corporate Governance practices. Itbelieves that proper corporate governance is not just a regulatory compliance but also afacilitator for enhancement of stakeholder's value. Reports on Corporate Governance andManagement Discussions & Analysis are annexed and form part of this report.

27 APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the cooperationand support of the Company's Bankers its valued customers employees and all otherintermediaries concerned with the Company's business. Your directors are grateful towardsall members for supporting and sustaining us during the intricate days. We look forward toyour continued support and reiterate that we are determined to ensure that the plans aresuccessfully implemented.

Registered Office: By Order of the Board of Directors
TF44th FloorThe Habeeba Arcade No.01 For Pine Animation Limited
ArumugaNaicken StreetOpp.SBI Street Sd/-
Anna Salai Chennai-600002. Mr. Shyam Sundar Parasramka
Date:- 05th Sept 2017 (Director)
(Din:-00511476)

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