To, THE MEMBERS,
GLOBAL FILMS & BROADCASTING LIMITED.
FINANCIAL RESULTS
The financial highlights of the Company, for the year ended are summarized below.
(Rs. in Lac)
|
For the year ended |
|
31st March, 2015 |
31st March, 2014 |
| Total Revenue |
256.17 |
36.40 |
| Less: Total Expenses |
256.01 |
36.10 |
| Profit/ (loss) before tax |
0.17 |
0.30 |
| Deferred Tax Liability/(Assets) |
- |
- |
| Less: Income Tax / Provision |
0.05 |
0.10 |
| Profit/ (loss) after Tax |
0.12 |
0.20 |
| Brought forward loss from previous year |
9.54 |
9.34 |
| Surplus/(deficit) carried to Balance sheet |
9.66 |
9.54 |
OPERATIONS AND FUTURE PLANS:
Your Company posted good financial results during the year under review. Turnover of
the Company has increased from Rs. 36.40Lakhs to Rs. 256.17 Lakhs. However, the expenses
during the year have raised significantly from Rs. 36.10 Lakhs to Rs. 256.01 Lakhs due to
which the net profit of the Company has reduced from Rs. 0.30 Lakhs to Rs. 0.17 Lakhs.
However, your Company is optimistic about the coming year. Since the Company is trying
to reduce cost and expand its business, your Director are hopeful that the results will be
more encouraging.
DIVIDEND:
In order to plough back the profit, your Directors have not recommended any dividend
for the year ended 31st March, 2015.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013, do not apply as there was
no dividend declared and paid in last 7 years.
DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED:
In accordance with the provision of the Act, the Articles of Association of the Company
and as per the Clause 49 of the listing agreement entered with Stock Exchange, the Board
of Directors in their Meeting held on 30th March, 2015 appointed Ms. Sulbha Boharpi as an
Additional Director (Woman Director & Non-Executive Independent) up to the ensuing
Annual General Meeting. The Company has received notice in writing from her signifying own
candidature for appointment as Non-Executive Independent Director of the Company with
requisite deposit as prescribed u/s 160 of the Companies Act, 2013. Ms. Sulbha Boharpi is
proposed to be appointed as an Independent Director for five consecutive years for a term
up to March 29, 2020 or as on the date of 25th Annual General Meeting,
whichever is earlier in accordance with Section 149 of the Companies Act, 2013. In the
opinion of the Board, Ms. Boharpi fulfills the conditions specified in the Companies Act,
2013 and rules made thereunder for her appointment as an Independent Director of the
Company. The Board recommends her appointment at the ensuing Annual General Meeting.
DECLARATION FROM INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors confirming
that they meet with the criteria of independence as prescribed both under Section 149 (6)
of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the BSE.
MEETINGS OF THE BOARD:
During the year ended 31st March 2015, Five (5) Board Meetings were held by
the Company on 29th May 2014, 13th August 2014, 29th
August 2014, 15th November 2014 and 12th February 2015.
The intervening gap between the meetings was as prescribed under the Companies Act,
2013 and Clause 49 of the Listing Agreement entered with the BSE. The details of the
Committee Meetings held during the period under review forms part of the Corporate
Governance Report. None of the Directors on the Company’s Board is a Member of more
than 10 Committees and Chairman of more than 5 Committees [Committees being Audit
Committee and Stakeholders’ Relationship Committee] across all companies in which
they are Directors. None of the Independent Director serves as an Independent Director in
more than 7 listed companies.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place an established internal control system designed to ensure
proper recording of financial and operational information, compliance of various internal
controls and other regulatory and statutory compliances. Services of internal auditors are
utilized from time to time, as also in-house expertise and resources. The Company
continuously upgrades these systems in line with the best available practices. Internal
Audit is conducted throughout the organization by qualified independent Internal Auditors.
Findings of the Internal Audit Report are reviewed by the Management and by the Audit
Committee of the Board and proper follow up actions are ensured wherever required.
CHANGE IN THE NATURE OF BUSINESS:
During the period under review, there is no change in the nature of business of the
Company. The Company continues to operate in the Media Sector.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of Annual Return in Form MGT-9 as required
under Section 92 of the Companies Act, 2013 (herein after referred to as "the
Act") forms an integral part of this Report as "Annexure A".
DIRECTORS’ RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Companies Act, 2013, the Directors state that:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively and
f) the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
NOMINATION AND REMUNERATION COMMITTEE POLICY:
The Board has, on the recommendation of the Nomination & Remuneration committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
AUDIT COMMITTEE:
Audit Committee assists the Board in fulfilling responsibilities of monitoring
financial reporting processes, review the Company’s established systems of procedures
for internal financial controls, governance and reviewing the statutory and internal
audits. The Audit Committee of the Board of Directors of the Company, comprises of three
(3) Members, namely Mr. Anand Dalvi, Mr. Mahesh Jani and Mr. Rajesh Dedhia. Two-third of
the Members are Independent Directors and one is Executive Director. The Chairman of the
Committee is Mr. Anand Dalvi who is an Independent Director. The detail of terms of
reference of Audit Committee, number and dates of meetings held and attendance of the
Members therein have been specified separately in the attached Corporate Governance
Report. The Board accepted the recommendations of the Audit Committee whenever made by the
Committee during the year.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing
Agreement, the Board has carried out an Annual Performance evaluation of its own
performance, the Directors individually as well as the evaluation of the working of its
various Committees.
A separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Board, who were evaluated on parameters such as level of
engagement and contribution, independence of judgment, safeguarding the interest of the
Company and its minority shareholders etc. The performance evaluation of the Independent
Directors was carried out by the entire Board excluding the Directors being evaluated. The
performance evaluation of the Chairman and Non-Independent Directors was carried out by
the Independent Directors at their separate meeting.
AUDITORS & AUDITORS REPORT:
M/s. Sudhir M Desai & Co., (Reg. No. 041999) the Statutory Auditors, to hold office
from the conclusion of this Meeting until the conclusion of the next Annual General
Meeting of the Company to be held in the year 2016 and that the Board of Directors’
of the Company be and is hereby authorized to fix their remuneration for the said period
and re-imbursement of actual out of pocket expenses, as may be incurred in the performance
of their duties." The Statutory Auditors M/s. Sudhir M Desai & Co., Chartered
Accountants have issued their reports on Financial Statements for the year ended 31st
March 2015. There are no adverse remarks or qualifications in the said report. The Notes
on Accounts referred to in the Auditors’ Report are self-explanatory and do not call
for any further comments.
Your Directors recommend reappointment of M/s. Sudhir M Desai & Co. as the Auditors
of the Company.
SECRETARIAL AUDIT REPORT:
In compliance with the provisions of Sec 204 and other applicable provisions of
Companies Act 2013, a secretarial audit was conducted during the year by Secretarial
Auditors M/s. Mayank Aurora & Co. The Secretarial Auditor’s Report is attached as
annexure and form part of this report.
Observation:
The Companies has not appointed Company Secretary as per under Section 203 for the
Financial Year 2014-15
The abovementioned is the observation made by the Secretarial Auditor in their Audit
Report. In this regard, your Directors want to clarify that the Company had made an honest
attempt to appoint a Company Secretary in the year under review. However, we were unable
to zero in on any candidate.
INTERNAL AUDITOR:
The Company has appointed M/s. Harish Choudhary & Associates, Chartered
Accountants, (Firm Registration No. 137444W) as Internal Auditor of the Company as per
Section 138 of the Act.
RISK MANAGEMENT:
Risk Management is the process of identification, assessment, and prioritization of
risks followed by coordinated efforts to minimize, monitor and mitigate/control the
probability and/or impact of unfortunate events or to maximize the realization of
opportunities. The Company has laid a comprehensive Risk Assessment and Minimization
Procedure, which is reviewed by the Audit committee and approved by the Board from time to
time. These procedures are reviewed to ensure that executive management controls risk
through means of a properly defined framework.
PUBLIC DEPOSITS:
The Company has not accepted any deposit from the general public within the meaning of
section 73 of the Companies Act, 2013 and the rules made there under.
RELATED PARTY TRANSACTIONS:
During the year, there were no related party transactions made in the Company,
therefore Form AOC-2 is not applicable to the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186:
Details of Loan, Guarantees and Investments covered under the provisions of the Act,
are disclosed in the notes to the Financial Statements.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
During the year ended 31st March 2015, there were no material changes and
commitments affecting the financial position of the Company have occurred between the
period ended 31st March 2015 to which financial results relate and the date of
the Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
Since the provisions as laid down in the Section 135 of the Companies Act, 2013 are not
applicable to the Company, hence no such Committee has been formed. However, Company had
always tried in its best possible ways to involve itself in social development activities.
SHARE CAPITAL:
The Issued, Subscribed & Paid up Capital of the Company as on 31st March
2015 stands at Rs. 60,000,000/-divided into 60,000,000 Equity Shares of Re. 1/-each.
During the period under review, the Company has not issued shares with differential voting
rights nor granted any stocks options or sweat equity.
DEMATERIALISATION OF SHARES:
Your Company has connectivity with the National Securities Depository Limited (NSDL)
& Central Depository Services (India) Limited (CDSL) for dematerialization of its
Equity Shares. The ISIN No. INE174D01027 has been allotted for the Company Shares.
Therefore, the members and/or investors may keep their shareholdings in the electronic
mode with their Depository Participant.
LISTING OF SHARES:
Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. The
Annual Listing Fees to the Stock Exchange has been duly paid by the Company.
INSURANCE:
The fixed assets of the Company have been adequately insured.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has a vigil mechanism policy in place to enable the Directors and employees
to report their genuine concerns or grievances by having a direct access to the Chairman
of the Audit Committee and the Chief Financial Officer of the Company. The details of the
vigil mechanism is explained in the Corporate Governance Report.
CORPORATE GOVERNANCE:
As per Clause 49 of the Listing Agreement entered with the BSE, a separate Report on
Corporate Governance practices followed by the Company, together with a Certificate from
the Company’s Auditors confirming compliance forms an integral part of this Report.
Further, as per Clause 49 of the Listing Agreement entered with the BSE, CEO/CFO
Certification confirming the correctness of the financial statements, adequacy of the
internal control measures and reporting of matters to the Audit Committee forms an
integral part of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators/Courts which
would impact the going concern status of the Company and its future operations.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report is presented in a separate section forming
part of this Annual Report.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company, will be provided upon request. In terms of Section 136 of the Act, the
Report and Accounts are being sent to the Members and others entitled thereto, excluding
the information on employees’ particulars which is available for inspection by the
Members at the Registered Office of the Company during business hours on working days of
the Company up to the date of the ensuing AGM. If any Member is interested in obtaining a
copy thereof, such Member may write to the Company Secretary in this regard.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:
There was no technology absorption and no foreign exchange earnings or outgo, during the
year under review. Hence, the information as required under Section 134(3)(m) of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is to be regarded as
Nil.
The Company has not entered into any technology transfer agreement.
ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their grateful appreciation for the
excellent assistance and co-operation received from all our Clients, Bankers, Business
Associates and the Government and other regulatory authorities and thank all stakeholders
for their valuable sustained support and encouragement towards the conduct of the
proficient operation of the Company. Your Directors would like to place on record their
gratitude to all the employees who have continued their support during the year.
|
On behalf of the Board of Directors |
|
For Global Films and Broadcasting Limited |
|
Sd/- |
|
Mahesh Jani |
|
Director |
| Place : Bhopal |
|
| Date : 19.08.2015 |
|
+91-9892691696
