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Pooja Entertainment & Films Ltd.

BSE: 532011 Sector: Media
NSE: N.A. ISIN Code: INE147C01017
BSE 00:00 | 07 Dec 205.85 -1.10
(-0.53%)
OPEN

200.05

HIGH

206.80

LOW

200.00

NSE 05:30 | 01 Jan Pooja Entertainment & Films Ltd
OPEN 200.05
PREVIOUS CLOSE 206.95
VOLUME 858
52-Week high 250.00
52-Week low 123.65
P/E 45.24
Mkt Cap.(Rs cr) 103
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 200.05
CLOSE 206.95
VOLUME 858
52-Week high 250.00
52-Week low 123.65
P/E 45.24
Mkt Cap.(Rs cr) 103
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Pooja Entertainment & Films Ltd. (POOJAENTERTAIN) - Director Report

Company director report

Dear Shareowners

Your directors have pleasure in presenting the Thirty Fourth Annual Report along withthe Audited Accounts and Financial Statements (including consolidated financialstatements) for the year ended on 31st March 2021.

Financial Results (Standalone & Consolidated):

Particulars

Standalone

Consolidated

2020-21 2019-20 2020-21 2019-20
Total Revenue 80.59 4317.44 299.88 4483.08
Total Expenses 81.19 1942.56 234.05 2038.61
Profit before exceptional items & tax (0.60) 2374.88 65.83 2444.47
Exceptional items 0.00 0.00 0.00 0.00
Profit before Tax (0.60) 2374.88 65.83 2444.47
Tax Expenses (3.76) (79.71) (3.76) (79.71)
Other comprehensive income (net of tax) 0.00 0.00 0.00 11.77
Total comprehensive income for the year (4.36) 2454.59 62.07 2535.95

Operational Performance:

During the financial year 2020-21 total revenue on standalone and consolidated basisdecreased to 80.59 Lakhs and 299.88 Lakhs as against 4317.44 and 4483.08 respectively inthe previous year; Profit before Tax for the current year is standalone (0.60) Lakhs andconsolidated 65.83 L akhs as against standalone 2374.88 Lakhs and consolidated 2444.47Lakhs in the previous year and the total comprehensive income for the current year stoodat standalone (4.36) Lakhs and consolidated 62.07 L akhs as against standalone 2454.59Lakhs and consolidated 2535.95 Lakhs in the previous year.

Segment Performance:

The Company is engaged in the business of entertainment and films either throughco-production and production of such films and subsequently exploiting and distributingsuch films in India through music release theatrical distribution DVD and VCD releasetelevision licensing and other new media distribution avenues.

Changes in the nature of business if any:

There were no Changes as such in the Company for the year under review.

Reserves:

During t he year under review no amount was transferred to Reserves.

Dividend:

Considering the prevailing economic conditions and the requirement of cash the Board ofDirectors does not recommended any dividend for the financial year ended 31stMarch 2021.

Subsidiary Associate and Joint Venture Companies:

Modern Production FZ LLC is 100% Subsidiary of the Company. Kindly refer Form AOC-1which is enclosed as Annexure-I and forms part of this report.

Share Capital & Listing:

The paid-up equity capital as on March 31 2021 was 50005000/-. As on date all the5000500 Equity Shares of the Company are listed on the BSE Limited. The Company confirmsthat it has paid the Annual Listing fees for the year to the BSE where the Company'sshares are listed.

Annual Return

As per the requirements of Section 92(3) and Section 134(3)(a) of the Act the Companyshall place Annual Return as at March 31 2021 upon filing on the website of the Companyat https://poojaentertainmentandfilms.in/. By virtue of amendment to Section 92(3) of theCompanies Act 2013 the Company is not required to provide extract of Annual Return (FormMGT-9) as part of the Board's report.

Revision in Financial Statements:

In terms of section 131 of the Companies Act 2013 the Financial Statements andBoard's Report are in compliance with the provisions of section 129 or section 134 of theact and that no revision has been made during any of the three preceding Financial Years.Deposits:

The Company has neither accepted nor invited any deposit from the public and hencedirectives issued by Reserve Bank of India and the provisions of Chapter V (Acceptance ofdeposits by Companies) of the Companies Act 2013 and rules framed there under are notapplicable for the year. However company is having unsecured loan of 290.50 Lakhs as on31st March 2021 from Directors of the company for which proper declaration hasbeen furnished by them as required under Rule 2(viii) of the Companies (Acceptance ofDeposits) Rules 2014 during the period under review.

Material changes and commitments:

There were no Material changes affecting the financial position of the Company whichhave occurred between the end of the financial year of the Company to which the financialstatements relate and the date of the report. COVID-19:

The outbreak of Coronavirus (COVID-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. In many countries businessesare being forced to cease or limit their operations for long or indefinite periods of time. Measures taken to contain the spread of the virus including travel bansquarantines social distancing and closures of non-essential services have t r iggeredsignificant disruptions to businesses worldwide resulting in an economic slowdown. Thehealth and safety of all employees has always been the top priority. In line with theguidelines issued by the Government the Company implemented key measures across everytouch point to safeguard its Human Capital. All the necessary safety and hygiene protocolswere followed for the critical verticals functioning from office including alternateseating arrangements implementing a clean desk policy and temperature screening at allentry points. Frequent sanitization of all surfaces was maintained and hand sanitizerswere placed at all strategic locations within the office premises.

Disclosure of Significant Orders Passed by Regulators or Courts or Tribunal:

No significant and material orders passed which impact on the going concern and theoperations in future. Directors Responsibility Statement:

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

a) in the preparation of the annual accounts for the year ended 31st March2021 the applicable accounting standards have been followed along with properexplanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for the same period;

c) proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) they have laid down internal financial controls in the Company that are adequate andwere operating effectively and f) they have devised proper systems to ensure compliancewith the provisions of all applicable laws and these are adequate and are operatingeffectively.

Changes in Directors and Key Managerial Personnel:

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation Mrs. Deepshikha D. Deshmukh Director retiring by rotation at this AnnualGeneral Meeting and being eligible offers herself for reappointment. Mrs. Swati SahukaraCompany Secretary & Compliance Officer resigned w.e.f. 14.08.2020. Mr. Murli M. Thanviappointed as Company Secretary and Compliance officer of the Company w.e.f 05.12.2020. Incompliance with the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 brief resume expertise and other details ofDirector proposed to be appointed/reappointed are attached along with the Notice to theensuing Annual General Meeting.

Disclosure of Declaration for Disqualifications by Directors:

As per the declaration received in Form ‘DIR-8' pursuant to section 164(2) of theCompanies Act 2013 and Rule 14(1) of Companies (Appointment and Qualification ofDirectors) Rules 2014; none of the Directors of the Company is disqualified from beingappointed as Directors.

Disclosure of Declaration for Independence by Independent Directors:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence under sub-section (6) of section149 of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.

Familiarization Program for Independent Directors:

The Independent Directors are provided with necessary documents/ brochures reports andinternal policies Quarterly updates on relevant statutory r egulatory changes visits tothe site of the company are organised for the Independent Directors. Detailed informationon the Company's business is made at the meetings of the Independent Directors from timeto time. The details of such programs for Independent Directors are posted on the websiteof the company and can be accessed at https://poojaentertainmentandfilms.in/.

Separate Meeting of Independent Directors:

As mandated by Clause VII of Schedule IV of the Companies Act 2013 a separate meetingof Independent Directors was held on 27.01.2021. The Independent Directors in t he saidmeeting has r eviewed the performance of Non-Independent directors and Board as a wholeincluding the performance of the Chairperson of the company after accounting the views ofexecutive directors and non-executive directors and also assessed the quality quantityand timeliness of flow of information between the management of the listed entity and theboard of directors that is necessary for the board of directors to effectively andreasonably perform their duties.

Report on Corporate Governance:

As stipulated under SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 a separate report on Corporate Governance forms part of this report is enclosed asAnnexure-II. A certificate from the Auditors confirming compliance with the conditions ofCorporate Governance is enclosed as Annexure-III and forms part of this report.Performance Evaluation & Nomination and Remuneration Policy:

Pursuant to section 134(3) (p) of Companies Act 2013 and rule 8(4) of Companies(Accounts) Rules 2014 and clause 17(10) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board has carried out an evaluation of its ownperformance the directors individually as well as the evaluation of its Committees as pert he criteria laid down in t he Nomination Remuneration and Evaluation policy. The saidpolicy including above said criteria and other matters provided in Section 178(3) of theAct is provided in the Corporate Governance Report forming part of this Report also thepolicy is available on the Company's website i.e. www.poojaentertainmentandfilms.in.

Policies:

We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Companies Act 2013 has mandated theformulation of certain policies for all listed companies. All our corporate governancepolices are available on our website (www.poojaentertainmentandfilms.in). The policies arereviewed periodically by the board and updated on need and new compliance requirement.

Board Meeting

Number of Meetings of the Board:

During the year under review Board meeting were held on 31/07/2020 03/08/202013/11/2020 05/12/2020 and 27/01/2021. Details of the Board of Directors and Attendancerecord of Directors during the financial year ended March 31 2021 is as under:

Name & DIN ofDirector Position No. of meeting held No. of meeting attended Last AGM attended
Mrs. Puja V. Bhagnani (DIN: 00044593) Managing Director 5 5 Yes
Mr. Vashu L. Bhagnani (DIN: 00043481) Non-executive Director 5 5 Yes
Mrs. Deepshikha D. Deshmukh (DIN: 02146210) Non-executive Director 5 5 Yes
Mr. Habibulla Sayed (DIN: 06535028) Independent Director 5 5 Yes
Mr. Narendrakumar B. Patel (DIN: 08467505) Independent Director 5 5 Yes

Audit Committee:

The Audit Committee reviews the audit reports submitted by the Internal Auditors andStatutory Auditor financial results effectiveness of internal audit processes and theCompany's risk management strategy. It reviews the Company's established systems and theCommittee is governed by a Charter which is in line with the regulatory requirementsmandated by the Companies Act 2013 and Regulation 18 read with part C of Schedule II ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. TheCommittee met during t he financial year on 31/07/2020 03/08/2020 13/11/2020 &27/01/2021. Composition Name of Members and Attendance during the year is as follows:

Name of the Member Nature of Membership No. of Meetings Attended/eligible to attend
Mr. Narendrakumar B. Patel Chairman 4/4
Mr. Habibulla Sayed Member 4/4
Mrs. Deepshikha D. Deshmukh Member 4/4

Nomination and Remuneration Committee:

This Committee shall identify the persons who are qualified to become Directors of theCompany / who may be appointed in Senior Management in accordance with the criteria laiddown recommend to the Board a policy relating to the remuneration for the Directors KeyManagerial Personnel and other employees. The Remuneration policy as adopted by theCompany envisages payment of r emuneration according t o qualification experience andperformance at different levels of the organization. The employees in the Companyincluding those rendering clerical administrative and professional service are suitablyremunerated according to Industry norms.

During the year under review Nomination and Remuneration Committee met 1 (One)Committee Meetings in a year on 05/12/2020. Composition Name of Members and Attendanceduring the year is as follows:

Name of the Member Nature of Membership No. of Meetings Attended/eligible to attend
Mr. Narendrakumar B. Patel Chairman 1/1
Mr. Habibulla Sayed Member 1/1
Mrs. Deepshikha D. Deshmukh Member 1/1

Stakeholders Relationship Committee:

The Committee is constituted in accordance with Section 178 of the Companies Act 2013and applicable rules thereto and as per Regulation 20 of SEBI Listing Regulations. TheCommittee met during the financial year on 31/07/2020 & 13/11/2020. Composition Nameof Members and Attendance during the year is as follows:

Name of the Member Nature of Membership No. of Meetings Attended/eligible to attend
Mr. Habibulla Sayed Chairman 2/2
Mr. Narendrakumar B. Patel Member 2/2
Mrs. Deepshikha D. Deshmukh Member 2/2
Corporate Social Responsibility Committee:
Name of the Member Nature of Membership No. of Meetings Attended/eligible to attend
Mr. Narendrakumar B. Patel Chairman -
Mr. Habibulla Sayed Member -
Mrs. Deepshikha D. Deshmukh Member -

Auditors: Statutory Auditors-

M/s Jayantilal Thakkar & Co. Chartered Accountants (Firm's Registration No.104133W) were re-appointed as the Statutory Auditors of the Company in the 32ndAGM held on 30th September 2019 for a second term of five consecutive years.The observation made in the Auditors' Report read together with relevant notes thereon areself-explanatory and hence do not call for any further comments under Section 134 of theCompanies Act 2013. Further no fraud has been reported by the auditors under sub section(12) of section 143 of the Companies act 2013.

Secretarial Auditor:

The Secretarial Audit Report in accordance with the provisions of Section 204 of theCompanies Act 2013 is enclosed as Annexure-IV and forms part of this report. The Board'scomments for the observation: The one (1) delay in filing of Quarterly Report on investorcomplaints was due to covid-19 Lockdown and was unintentional and the Board hereby assureto have more stringent check on such events in future.

Cost Records:

Maintenance of cost records has not been specified by the Central Government in termsof provisions of section 148 of the Companies Act 2013.

Particulars of Loans Guarantees or Investments u/s 186:

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The details of the investments held by company aregiven in the notes to the financial statements.

Particulars of Contracts or Arrangements with Related Parties u/s 188:

During the year the Company did not enter into any contract/arrangement/transactionwith a related party which can be considered as material. The related parties'transactions undertaken during the financial year 2020-21 are on arm's length basis anddetailed in the Notes to Accounts of the Financial Statements. The Board of Directors ofthe Company has on the recommendation of the Audit Committee adopted a policy toregulate transactions between the Company and its Related Parties in compliance with theapplicable provisions of the Companies Act 2013 the Rules there under and the ListingRegulations. This Policy was considered and approved by the Board has been uploaded on thewebsite of the Company at www.poojaentertainmentandfilms.in.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:

As the Company is not a manufacturing Company the Board of Directors has nothing toreport on conservation of Energy and Technology absorption Information required undersection 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts)Rules 2014.

(a) Conservation of energy

1. The steps taken or impact on conservation of energy N.A.

2.The steps taken by the Company for utilizing alternate sources of energy N.A.

3.The capital investment on energy conservation equipment's N.A.

(b) Technology absorption

1. The efforts made towards technology absorption N.A.

2.The benefits derived like product improvement cost reduction product development orimport substitution N.A.

3.in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-

a. The details of technology imported N.A.

b. The year of import; N.A.

c. Whether the technology been fully absorbed N.A. d. If not fully absorbed areaswhere absorption has not taken place and reasons thereof N.A.

e. The expenditure incurred on R esearch and Development N.A.

(c) During the year under review the Company did not have earning and outgo of anyforeign currency.

Business Risk Management:

The Company has been addressing various r isks impacting the Company and the Board ofDirectors of the Company state that risk associated in the ordinary course of business isduly taken care by the board while taking business decisions. However the constitution ofRisk Management Committee is not applicable to the company but company has framed thepolicy for Risk Management and uploaded the same on website of the company atwww.poojaentertainmentandfilms.in.

Corporate Social Responsibility (CSR):

The report is annexed as Annexure-V.

Internal Control Systems and their Adequacy:

The details in respect of internal financial control and their adequacy are included int he Management Discussion and Analysis which forms part of this report.

Vigil Mechanism:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 andListing Regulations a Vigil Mechanism for directors and employees to report genuineconcerns has been established. The Vigil Mechanism Policy has been uploaded on the websiteof the Company at www.poojaentertainmentandfilms.in.

Commission Received by Directors from Holding and Subsidiary:

During the year under review neither the Managing Director nor Whole-time Director isin r eceipt of commission from the Company and also has not received any remuneration orcommission from any holding or subsidiary company of Company u/s 197(14).

Managerial Remuneration:

The information required pursuant to Section 197 read with R ule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is furnished hereunder:

1. The ratio of the remuneration of each director to the median r emuneration oft he employees of t he company for the financial year and;

Name of Director Ratio to median Remuneration
Puja V. Bhagnani (MD) 8.92

Other than above none of the directors were paid any remuneration during the year.

2. The percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear; NO INCREASE

The company is having loss during the current financial year i.e. 2020-21. Theremuneration of the KMP's are duly reviewed on annual basis keeping in mind the tenurethe past performance and current performance.

3. The percentage increase in the median remuneration of employees in thefinancial year was; NO INCREASE

4. The number of permanent employees on the rolls of company as on 31.03.2021was 5;

5. Average Percentile increase already made in the salaries of employees otherthan the managerial personnel in the last financial year and its comparison with thepercentile increase in the managerial remuneration and justification thereof;

Remuneration paid to employees excluding managerial personnel for the 2019-20 Rs.222145
Remuneration paid to employees excluding managerial personnel for the 2020-21 Rs.90800
% Change in remuneration paid to employees excluding managerial personnel (59.13)
Remuneration paid to managerial personnel for the FY 2019-20 Rs.27090 00
Remuneration paid to managerial personnel for the FY 2020-21 Rs.224331 0
% Change in remuneration paid to managerial personnel (17.19)

Further t here are no exceptional circumstances for increase in the managerialremuneration.

6. During the year no variable component of remuneration availed by Directors ofthe Company;

7. It is hereby affirmed that the remuneration paid by the Company to itsDirectors KMP's and Employees during t he year under review is as per t he Nomination& Remuneration Policy of the company.

8. None of the employee has received remuneration of Rs. Eight Lakhs and FiftyThousand per month or Rs. One Crores Two Lakhs per year or at a rate which in theaggregate is in excess of that drawn by the managing director or whole-time director ormanager and holds by himself or along with his spouse and dependent children not lessthan two percent of the equity shares of the company.

Equity Shares with Differential Voting Rights:

The Company has not issued any shares with differential voting rights and accordinglythe provisions of Section 43 read with Rule 4(4) of the Companies (Share Capital andDebentures) Rules 2014 of the Companies Act 2013 and rules framed there under are notapplicable for the year.

Details of Sweat Equity Shares:

The company has not issued any sweat equity shares and accordingly the provisions ofSection 54 read with Rule 8(13) of t he Companies (Share Capital and debentures) Rules2014 of the Companies Act 2013 and rules framed there under are not applicable for theyear.

Disclosure on Confirmation with Secretarial Standards:

The Directors confirm that the Secretarial Standards issued by the Institute of CompanySecretaries of India to be complied pursuant to the Companies Act 2013 and rules madethere under have been duly complied with.

Details of Employees Stock Option Scheme: The company has not granted stock options andaccordingly the provisions of Section 62(1)(b) read with Rule 12(9) of t he Companies(Share Capital and Debentures) Rules 2014 of the Companies Act 2013 and rules framedthere under are not applicable for the year.

Disclosure of Voting Rights Not Exercised:

The company has not made any provision of money for the purchase of or subscriptionfor shares in the company or its holding company if the purchase of or the subscriptionfor the shares by trustees is for the shares to be held by or for the benefit of theemployees of the company and accordingly the provisions of Chapter IV (Share Capital andDebentures) of the Companies Act 2013 and rules framed there under are not applicable forthe year.

Depository:

Equity shares of the Company are traded in Demat form as well as in physical form. Fordematerialization of shares the Company has connectivity with the National SecuritiesDepository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). Annual

Custody/Issuer fee for the year 2020-21 has been paid by the Company to NSDL and CDSL.

Management Discussion and Analysis:

The Management Discussion and Analysis report has been separately furnished in theAnnual Report and forms a part of the Annual Report.

Cash Flow Statement:

In conformity with the provisions of the Companies Act 2013 and Regulation 34(2) ofthe SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 with the StockExchanges the cash flow statement for the year ended 31st March 2021 isannexed hereto.

Number of Meetings of the Board and its Committees:

The details of the meetings of the Board of Directors and its Committees convenedduring the financial year 2020-21 are provided in the Corporate Governance Report formingpart of this Report

Obligation of Company under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013: In order to prevent sexual harassment of women atwork place under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 the company has set up Internal Complaints Committee(s) to look intocomplaints relating to sexual harassment at work place of any women employee. Company hasadopted a policy for prevention of Sexual Harassment of Women at workplace and has set upCommittee for implementation of said policy. During the year under review the Company hasneither received any complaint of harassment nor any complaints pending there under.

Code of Practices and Procedure for Fair Disclosure of Unpublished Price SensitiveInformation under SEBI (Prohibition of Insider Trading) Regulations 2015:

Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 the Board of Directors has formulated and adopted the"Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation" (Code of Fair Disclosure) of the Company.

Acknowledgement:

The Directors wish to place on record their sincere appreciation and acknowledge withgratitude the support and co-operation extended by the Bankers Shareholders customerssuppliers contractors and other associates for their continued support to the Company.The Board of Directors place on record sincere gratitude and appreciation for all theemployees at all levels for their hard work solidarity cooperation and dedication duringthe year. We look forward to their continued support in the future.

For and on Behalf of the Board of Directors of

Puja V. Bhagnani Deepshikha D. Deshmukh

Place: London Managing Director Director
Date: 03-09-2021 DIN:00044593 DIN:02146210

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