Dear Shareowners,
Your directors have pleasure in presenting the Thirty Sixth Annual Report along with
the Audited Accounts and Financial Statements (including consolidated financial
statements) for the year ended on 31st March, 2023.
1. Financial Results (Standalone & Consolidated):
(t In Lakhs)
Particulars |
Standalone |
Consolidated |
| 2022-23 |
2021-22 |
2022-23 |
2021-22 |
Total Revenue |
4042.06 |
948.19 |
4662.70 |
2459.47 |
Total Expenses |
3746.89 |
918.59 |
4357.64 |
2169.29 |
Profit before exceptional items & tax |
295.17 |
29.60 |
305.06 |
290.18 |
Exceptional items |
0.00 |
0.00 |
0.00 |
0.00 |
Profit before Tax |
295.17 |
29.60 |
305.06 |
290.18 |
Tax Expenses |
(18.30) |
(10.41) |
(18.30) |
(10.41) |
Other comprehensive income (net of tax) |
0.00 |
0.00 |
46.47 |
12.10 |
Total comprehensive income for the year |
276.87 |
19.20 |
333.23 |
291.87 |
Operational Performance:
During the financial year 2022-23, total revenue on standalone and consolidated
increased to Rs.4042.06 Lakhs and Rs.4662.70 Lakhs as against t948.19 and Rs.2459.47
respectively in the previous year; Profit before Tax for the current year is standalone
Rs.295.17 Lakhs and consolidated t305.06 Lakhs as against standalone t29.60 Lakhs and
consolidated Rs.290.18 Lakhs in the previous year and the total comprehensive income for
the current year stood at standalone Rs.276.87 Lakhs and consolidated Rs.333.23 Lakhs as
against standalone Rs.19.20 Lakhs and consolidated Rs.291.87 Lakhs in the previous year.
Segment Performance:
The Company is engaged in the business of entertainment and films either through
coproduction and production of such films and subsequently exploiting and distributing
such films in India through music release, theatrical distribution, DVD and VCD release,
television licensing and other new media distribution avenues.
2. Changes in the nature of business, if any:
There were no changes as such in the nature of business of the Company for the year
under review.
3. Reserves:
During the year under review, no amount was transferred to Reserves.
4. Dividend:
Considering the prevailing economic conditions and the requirement of cash the Board of
Directors does not recommended any dividend for the financial year ended 31st
March, 2023.
5. Subsidiary, Associate and Joint Venture Companies:
Modern Production FZ LLC is 100% Subsidiary of the Company. Kindly refer Form AOC-1
which is enclosed as Annexure-I and forms part of this report.
6. Share Capital & Listing:
The paid-up equity capital as on 31st March, 2023 was t4,53,32,000/-. As on
date all the Equity Shares of the Company are listed on the BSE Limited. The Company
confirms that it has paid the Annual Listing fees for the year to the BSE where the
Companys shares are listed.
After the reporting period, the Board in its Meeting held on 10th August,
2023 approved the forfeiture of 6,23,100 partly-paid up equity shares in accordance with
the Article of Association and other applicable provisions, if any, of the Companies Act,
2013, and final reminder cum forfeiture notice dated 26th June, 2023 sent to shareholders.
7. Annual Return
As per the requirements of Section 92(3) and Section 134(3)(a) of the Act the Company
shall place Annual Return as at 31st March, 2023, upon filing on the website of
the Company at Financial Information - Pooja Entertainment
(poojaentertainmentandfilms.in). By virtue of amendment to Section 92(3) of the
Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form
MGT-9) as part of the Boards report.
8. Revision in Financial Statements:
In terms of section 131 of the Companies Act, 2013, the Financial Statements and
Boards Report are in compliance with the provisions of section 129 or section 134 of the
act and that no revision has been made during any of the three preceding Financial Years.
9. Deposits:
The Company has neither accepted nor invited any deposit from the public and hence
directives issued by Reserve Bank of India and the provisions of Chapter V (Acceptance of
deposits by Companies) of the Companies Act, 2013 and rules framed there under are not
applicable for the year. However, Company is having unsecured loan of ^1241.67 Lakhs as on
31st March, 2023 from Directors of the Company for which proper declaration has been
furnished by them as required under Rule 2(viii) of the Companies (Acceptance of Deposits)
Rules, 2014 during the period under review.
10. Material changes and commitments:
There were no Material changes affecting the financial position of the Company which
have occurred between the end of the financial year of the Company to which the financial
statements relate and the date of the report except as follows:
The Board in their meeting held on 10th August, 2023 approved the forfeiture
of 6,23,100 partly-paid up equity shares in accordance with the Article of Association and
other applicable provisions, if any, of the Companies Act, 2013, and final reminder cum
forfeiture notice dated 26th June, 2023 sent to shareholders.
11. Disclosure of Significant Orders Passed by Regulators or Courts or Tribunal:
No significant and material orders passed which impact on the going concern and the
operations in future.
12. Directors Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby
state and confirm that:
a) in the preparation of the annual accounts for the year ended 31st March,
2023, the applicable accounting standards have been followed along with proper explanation
relating to material departures;
b) they have 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
of the Company for the same period;
c) proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of
the 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 and
were operating effectively and
f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and these are adequate and are operating effectively.
13. Changes in Directors and Key Managerial Personnel:
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association, Mr. Vashu Lilaram Bhagnani, Director retiring by rotation in ensuing Annual
General Meeting and being eligible offers himself for re-appointment.
Further, the Board of Director has recommended Mrs. Puja Vashu Bhagnani, to be
reappointed as Managing Director of the Company in the ensuing Annual General Meeting
after acknowledging her qualification and expertise for the post.
In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015, brief resume, expertise and
other details of Directors proposed to be appointed/re-appointed are attached along with
the Notice to the ensuing Annual General Meeting.
Furthermore, Mr. Sairam Ankush Majgaonkar, Company Secretary & Compliance Officer
resigned w.e.f. 18th July, 2023. The Board of Director expressed their
sincerest gratitude for the invaluable contributions for Mr. Sairam Ankush Majgaonkar has
made towards our company. Ms. Shweta Ramesh Soni has been appointed as Company Secretary
and Compliance Officer of the Company with effect from 07th August, 2023.
14. Disclosure of Declaration for Disqualifications by Directors:
During the year declarations were received from the Directors of the Company pursuant
to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of
the director is disqualified for holding office as director.
15. Disclosure of Declaration for Independence by Independent Directors:
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence under sub-section (6) of section
149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
16. Familiarization Program for Independent Directors:
The Independent Directors are provided with necessary documents/ brochures, reports and
internal policies, Quarterly updates on relevant statutory, regulatory changes, visits to
the site of the company are organised for the Independent Directors. Detailed information
on the Companys business is made at the meetings of the Independent Directors from time
to time. The details of such programs for Independent Directors are posted on the website
of the company and can be accessed at https: / /poojaentertainmentandfilms.in/.
17. Separate Meeting of Independent Directors:
As mandated by Clause VII of Schedule IV of the Companies Act, 2013, a separate meeting
of Independent Directors was held on 13th February, 2023. The Independent
Directors in the said meeting has reviewed the performance of Non-Independent directors
and Board as a whole including the performance of the Chairperson of the Company after
accounting the views of executive directors and non-executive directors and also assessed
the quality, quantity and timeliness of flow of information between the management of the
listed entity and the board of
directors that is necessary for the board of directors to effectively and reasonably
perform their duties.
18. Report on Corporate Governance:
As stipulated under SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015, a separate report on Corporate Governance forms part of this report is enclosed as
Annexure- II. A certificate from the Auditors confirming compliance with the conditions of
Corporate Governance is enclosed as Annexure-III and forms part of this report.
19. 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 Disclosure
Requirements) Regulations, 2015, the Board has carried out an evaluation of its own
performance, the directors individually as well as the evaluation of its Committees as per
the criteria laid down in the Nomination, Remuneration and Evaluation policy. The said
policy including above said criteria and other matters provided in Section 178(3) of the
Act is provided in the Corporate Governance Report forming part of this Report also the
policy is available on the Companys website i.e.www.poojaentertainmentandfilms.in.
20. Policies:
We seek to promote and follow the highest level of ethical standards in all our
business transactions guided by our value system. The SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 has mandated the
formulation of certain policies for all listed companies. All our corporate governance
polices are available on our website (www.poojaentertainmentandfilms.in). The policies are
reviewed periodically by the board and updated on need and new compliance requirement.
21. Board Meeting:
• Number of Meetings of the Board:
During the year under review 09 (Nine) Board meetings were held on 30th May,
2022, 10th August, 2022, 30th August, 2022, 07th
November, 2022, 14th November, 2022, 22nd December, 2022, 20th
January, 2023, 09th February, 2023 and 13th February, 2023. Details
of the Board of Directors and attendance is as under:
Name & DIN of Director |
Position |
No. of meeting held |
No. of meeting attended |
Last AGM attended |
Mrs. Puja Vashu Bhagnani (DIN: 00044593) |
Director |
9 |
9 |
Yes |
Mr. Vashu Lilaram Bhagnani (DIN: 00043481) |
Non executive Director |
9 |
9 |
Yes |
Mrs. Deepshikha Deshmukh (DIN: 02146210) |
Non executive Director |
9 |
9 |
Yes |
Mr. Habibulla Sayed (DIN: 06535028) |
Independe nt Director |
9 |
9 |
Yes |
Mr. Narendrakumar Badrinarayan Patel (DIN: 08467505) |
Independe nt Director |
9 |
9 |
Yes |
22. Audit Committee:
The Audit Committee reviews the audit reports submitted by the Internal Auditors and
Statutory Auditor, financial results, effectiveness of internal audit processes and the
Companys risk management strategy. It reviews the Companys established systems and the
Committee is governed by a Charter which is in line with the regulatory requirements
mandated by the Companies Act, 2013 and Regulation 18 read with part C of Schedule II of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
Committee met 4 (Four) times during the financial year on 30th May, 2022, 10th
August, 2022, 14th November, 2022 and 13th February, 2023.
• 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 Badrinarayan Patel |
Chairman |
4/4 |
Mr. Habibulla Sayed |
Member |
4/4 |
Mrs. Deepshikha Deshmukh |
Member |
4/4 |
23. Nomination and Remuneration Committee:
This Committee shall identify the persons, who are qualified to become Directors of the
Company / who may be appointed in Senior Management in accordance with the criteria laid
down, recommend to the Board a policy, relating to the remuneration for the Directors, Key
Managerial Personnel and other employees.
The Remuneration policy as adopted by the Company envisages payment of remuneration
according to qualification, experience and performance at different levels of the
organization. The employees in the Company including those rendering clerical,
administrative and professional service are suitably remunerated according to Industry
norms.
During the year under review, Nomination and Remuneration Committee met 2 (Two) times
Committee during the year on 30th May, 2022 and 10th August, 2022.
• 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 Badrinarayan Patel |
Chairman |
2/2 |
Mr. Habibulla Sayed |
Member |
2/2 |
Mrs. Deepshikha Deshmukh |
Member |
2/2 |
24. Stakeholders Relationship Committee:
The Stakeholders Relationship Committee is constituted in accordance with Section 178
of the Companies Act, 2013 and applicable rules thereto and as per Regulation 20 of SEBI
Listing Regulations.
The Committee met during the financial year on 30th August, 2022.
• 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. Habibulla Sayed |
Chairman |
1/1 |
Mr. Narendrakumar Badrinarayan Patel |
Member |
1/1 |
Mrs. Deepshikha Deshmukh |
Member |
1/1 |
25. Corporate Social Responsibility Committee
As per the provisions of Section 135 of the Companies Act, 2013, a Corporate Social
Responsibility (CSR) Committee constituted by the Board of Directors exists. For details
of the composition of the Committee, the CSR policy and other relevant details that are
required to be disclosed under the provisions of Section 134(3)(o) of the Companies Act,
2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, kindly refer Annexure
V attached herewith and which forms part of this report.
26. Auditors:
I. Statutory Auditors-
M/s Jayantilal Thakkar & Co., Chartered Accountants (Firms Registration No.
104133W) were re-appointed as the Statutory Auditors of the Company in the 32nd
AGM 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 are
self-explanatory and hence, do not call for any further comments under Section 134 of the
Companies Act, 2013. Further no fraud has been reported by the auditors under sub section
(12) of section 143 of the Companies act, 2013.
II. Secretarial Auditor:
The Secretarial Audit Report in accordance with the provisions of Section 204 of the
Companies Act, 2013 is enclosed as Annexure-IV and forms part of this report. The
Boards comments for the observation:
Boards Comment: The Company is required to obtain special contingency insurance policy
but the same was not taken and the Company is in search of required insurance product. No
fine was levied for the same by any of the authorities.
III. Cost Records:
Maintenance of cost records has not been specified by the Central Government in terms
of provisions of section 148 of the Companies Act, 2013.
27. Particulars of Loans, Guarantees or Investments u/s 186:
The Company has not given any loans or guarantees covered under the provisions of
section 186 of the Companies Act, 2013. The details of the investments held by company are
given in the notes to the financial statements.
28. Particulars of Contracts or Arrangements with Related Parties u/s 188:
During the year, the Company did not enter into any contract/arrangement/transaction
with a related party which can be considered as material. The related parties
transactions undertaken during the financial year 2022-23 are on arms length basis and
detailed in the Notes to Accounts of the Financial Statements. The Board of Directors of
the Company has, on the recommendation of the Audit Committee, adopted a policy to
regulate transactions between the Company and its Related Parties, in compliance with the
applicable provisions of the Companies Act, 2013, the Rules there under and the Listing
Regulations. This Policy was considered and approved by the Board has been uploaded on the
website of the Company at www.poojaentertainmentandfilms.in.
29. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
As the Company is not a manufacturing Company, the Board of Directors has nothing to
report on conservation of Energy and Technology absorption, Information required under
section
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 equipments - 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
or import substitution - N.A.
3. in case of imported technology (imported during the last three years reckoned from
the 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, areas where absorption has not taken place, and reasons
thereof - N.A.
e. The expenditure incurred on Research and Development - N.A.
(c) During the year under review, Foreign Exchange earnings and outgo
Earnings |
Rs38,90,92,571 |
Outgo |
NIL |
30. Business Risk Management:
The Company has been addressing various risks impacting the Company and the Board of
Directors of the Company state that risk associated in the ordinary course of business is
duly taken care by the board while taking business decisions. However, the constitution of
Risk Management Committee is not applicable to the company, but company has framed the
policy for Risk Management and uploaded the same on website of the company, at
www.poojaentertainmentandfilms.in.
31. Corporate Social Responsibility (CSR):
The report is annexed as Annexure-V.
32. Internal Control Systems and their Adequacy:
The details in respect of internal financial control and their adequacy are included in
the Management Discussion and Analysis which forms part of this report.
33. Vigil Mechanism:
Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and
Listing Regulations, a Vigil Mechanism for directors and employees to report genuine
concerns has been established. The Vigil Mechanism Policy has been uploaded on the website
of the Company at www.poojaentertainmentandfilms.in.
34. Commission received by Directors from Holding and Subsidiary:
During the year under review neither the Managing Director nor Director is in receipt
of commission from the Company and also has not received any remuneration or commission
from any holding or subsidiary company of Company u/s 197(14).
35. Managerial Remuneration:
The information required pursuant to Section 197 read with Rule 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 and
Directors
Name of Director |
Designation |
% increase/(decrease) in remuneration |
Mrs. Puja Vashu Bhagnani |
Managing Director |
100% |
Mr. Omkar Dronacharya |
Chief Financial Officer |
16.24% |
Pathak
The Company is having profit during the current financial year i.e. 2022-23. The
remuneration of the KMPs are duly reviewed on annual basis keeping in mind the tenure,
the past performance and current performance.
3. The percentage increase in the median remuneration of employees in the financial
year was: No Increase
4. The number of permanent employees on the rolls of Company as on 31.03.2023 was 7;
5. Average Percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof;
Further there are no exceptional circumstances for increase in the managerial
remuneration.
6. During the year no variable component of remuneration availed by Directors of the
Company;
7. It is hereby affirmed that the remuneration paid by the Company to its Directors,
KMPs and Employees during the year under review is as per the Nomination &
Remuneration Policy of the company.
8. None of the employee has received remuneration of Rupees Eight Lakhs and Fifty
Thousand per month or Rupees One Crores Two Lakhs per year or at a rate which, in the
aggregate, is in excess of that drawn by the managing director or whole-time director or
manager and holds by himself or along with his spouse and dependent children, not less
than two percent of the equity shares of the company.
36. Equity Shares with Differential Voting Rights:
The Company has not issued any shares with differential voting rights and accordingly
the provisions of Section 43 read with Rule 4(4) of the Companies (Share Capital and
Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not
applicable for the year.
Remuneration paid to employees excluding managerial personnel for the
2021-22 |
Rs1,80,000 |
Remuneration paid to employees excluding managerial personnel for the
2022-23 |
Rs 12,16,196 |
% Change in remuneration paid to employees excluding managerial
personnel |
575.66% |
Remuneration paid to managerial personnel for the FY 2021-22
Remuneration paid to managerial personnel for the FY 2022-23 |
Rs 24,24,000 Rs 31,98,000 |
% Change in remuneration paid to managerial personnel |
31.93% |
is furnished hereunder:
1. The ratio of the remuneration of each director to the median remuneration of the
employees of the company for the financial year and;
Name of Director |
Ratio to median Remuneration |
Puja Vashu Bhagnani (MD) |
3.89 |
37. Details of Sweat Equity Shares:
The Company has not issued any sweat equity shares and accordingly the provisions of
Section 54 read with Rule 8(13) of the Companies (Share Capital and debentures) Rules,
2014 of the Companies Act, 2013 and rules framed there under are not applicable for the
year.
38. Disclosure on confirmation with Secretarial Standards:
The Directors confirm that the Secretarial Standards issued by the Institute of Company
Secretaries of India to be complied pursuant to the Companies Act, 2013 and rules made
there under, have been duly complied with.
39. Details of Employees Stock Option Scheme:
The Company has not granted stock options and accordingly the provisions of Section
62(1)(b) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014
of the Companies Act, 2013 and rules framed there under are not applicable for the year.
40. Disclosure of Voting Rights not Exercised:
The Company has not made any provision of money for the purchase of, or subscription
for, shares in the company or its holding company, if the purchase of, or the subscription
for, the shares by trustees is for the shares to be held by or for the benefit of the
employees of the Company and accordingly the provisions of Chapter IV (Share Capital and
Debentures) of the Companies Act, 2013 and rules framed there under are not applicable for
the year.
41. Depository:
Equity shares of the Company are traded in Demat form as well as in physical form. For
dematerialization of shares, the Company has connectivity with the National Securities
Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). Annual
Custody/Issuer fee for the year 2022-23 has been paid by the Company to NSDL and CDSL.
42. Management Discussion and Analysis:
The Management Discussion and Analysis report has been separately furnished in the
Annual Report and forms a part of the Annual Report.
43. Cash Flow Statement:
In conformity with the provisions of the Companies Act, 2013 and Regulation 34(2) of
the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 with the Stock
Exchanges, the cash flow statement for the year ended 31st March, 2023 is
annexed hereto.
44. Obligation of Company under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:
As the Company does not fall under the limits specified by the Act to set up Internal
Compliant Committee. However, the Management in order to prevent sexual harassment of
women at work place authorized Mrs. Deepshikha Deshmukh to look into complaints relating
to sexual harassment at work place of any women employee.
During the year under review the Company has neither received any complaint of
harassment nor any complaints pending there under.
45. Code of Practices and Procedure for Fair Disclosure of Unpublished Price Sensitive
Information under SEBI (Prohibition of Insider Trading) Regulations, 2015:
Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015 the Board of Directors has formulated and adopted the
"Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information" (Code of Fair Disclosure) of the Company.
46. Other Disclosures
-The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable
to your Company for the financial year ending March 31, 2023.
- No application was made or any proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 during the year in respect of your Company.
- There was no one time settlement of loan obtained from the Banks or Financial
Institutions.
47. Acknowledgement:
The Directors wish to place on record their sincere appreciation and acknowledge with
gratitude the support and co-operation extended by the Bankers, Shareholders, customers,
suppliers, contractors and other associates for their continued support to the Company.
The Board of Directors place on record sincere gratitude and appreciation for all the
employees at all levels for their hard work, solidarity, cooperation and dedication during
the year. We look forward to their continued support in the future.
For and on Behalf of the Board of Directors of Pooja Entertainment and Films Limited
Puja Vashu Bhagnani |
Deepshikha Deshmukh |
Managing Director |
Director |
DIN: 00044593 |
DIN: 02146210 |
Place: London |
Place: Mumbai |
Date: 02-09-2023 |
Date: 02-09-2023 |
+91-9892691696
