Dear Members,
Your Directors are pleased to present the Annual Report of the Company together with
the Audited Financial Statements for the year ended 31st March, 2016.
STANDALONE SUMMARISED FINANCIAL RESULTS:
(Rs. Amount in Rupees)
| Particulars |
2015-16 |
2014-15 |
| Total Income |
2,11,66,000 |
4,39,13,898 |
| Total Expenditure |
2,71,14,545 |
8,57,43,418 |
| Profit before exceptional and extraordinary items and tax |
59,48,545 |
(4,18,29,520) |
| Less: |
- |
1,00,000 |
| Exceptional item tax |
59,48,545 |
(4,08,29,520) |
| Tax |
43,543 |
|
| Net Profit/(Loss) After Tax |
59,92,088 |
(4,08,29,520) |
COMPANYS PERFORMANCE:
In the Current year under review, The Company booked a Loss of Rs. 59, 92,088/- in the
Current year operation.
STANDALONE FINANCIAL STATEMENTS:
The Audited Financial Statements of the Company for the financial year ended 31st
March, 2016, prepared in accordance with the Companies Act, 2013 ("the Act")
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:
Managements Discussion and Analysis Report for the year under review, as stipulated
under Clause SEBI Listing regulations, is presented in a separate section forming part of
the Annual Report.
STATE OF AFFAIRS OF THE COMPANY: FUTURE OUTLOOK:
The Companys major focus is to engage in the development, production, and distribution
of commercial entertainment materials in all formats.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of business of the Company during the year.
DIVIDEND:
Your Directors do not recommend any Dividend
FIXED DEPOSIT:
As on 31st March, 2016, the Company held no deposit in any form from anyone. There was
no deposit held by the company as on 31st March, 2016, which was overdue or unclaimed by
the depositors. For the present, the Board of Directors has resolved that not to accept
any deposit from public.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:
During the year under review there were no material change and commitment affecting the
financial position of the Company.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 6 times during the financial year, the details of which are given in the
Corporate Governance Report that forms part of this Annual Report. The intervening gap
between any two meetings was within the period prescribed by the Companies Act, 2013.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made
there under and the Articles of Association of the Company, Mr. Prakash Biharilal Dhebar,
Director of the Company, retire by rotation at the ensuing Annual General Meeting and
being eligible offered himself for re-appointment.
Mrs. Smita Pandya Director of the company resigned from the Board w.e.f 11th February,
2015 and Mr. Lokanath Mishra Resigned from the Board w.e.f 22nd June, 2015 due to pre
occupation.
INDEPENDENT DIRECTORS DECLARATION:
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of Listing
Regulation.
The Independent Directors under section 149(6) of the Companies Act, 2013 declared
that:
1.
1. They are not a promoter of the Company or its holding, subsidiary or associate
company;
2. They are not related to promoters or directors in the company, its holding,
subsidiary or associate company.
3. The independent Directors have /had no pecuniary relationship with company, its
holding, subsidiary or associate company , or their promoters, or directors, during the
two immediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Director has or had pecuniary relationship
or transaction with the company, its holding, subsidiary or associate company, or their
promoters, or directors, amounting to two per cent. or more of its gross turnover or total
income or fifty lakh rupees or such higher amount as may be prescribed, whichever is
lower, during the two immediately preceding financial years or during the current
financial year;
5. Independent Director, neither himself nor any of his relatives—
(i) holds or has held the position of a key managerial personnel or is or has been
employee of the company or its holding, subsidiary or associate company in any of the
three financial years immediately preceding the financial year in which he is proposed to
be appointed;
(ii) is or has been an employee or proprietor or a partner, in any of the three
financial years immediately preceding the financial year in which he is proposed to be
appointed, of—
(A) a firm of auditors or company secretaries in practice or cost auditors of the
company or its holding, subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the company,
its holding, subsidiary or associate company amounting to ten percent. or more of the
gross turnover of such firm;
(iii) Holds together with his relatives two percent. or more of the total voting power
of the company; or
(iv) is a Chief Executive or Director, by whatever name called, of any nonprofit
organization that receives twenty-five percent. or more of its receipts from the company,
any of its promoters, directors or its holding, subsidiary or associate company or that
holds two percent. or more of the total voting power of the company;
6. Independent Director possesses such qualifications as may be directed by the Board.
The Company & the Independent Directors shall abide by the provisions specified in
Schedule IV of the Companies Act, 2013.
BOARD EVALUATION:
SEBI listing regulations mandates that the Board shall monitor and review the Board
evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs
to be made by the Board of its own performance and that of its committees and individual
directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation
of independent directors should be done by the entire Board of Directors, excluded the
director being evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on the
criteria and framework adopted by the Board. The Board approved the evaluation results as
collated by the Nomination and Remuneration Committee.
PERFORMANCE OF THE BOARD AND COMMITTEES:
During the year under review, the performance of the Board & Committees and
Individual Director(s) based on the below parameters was satisfactory:
(i) Most of the Directors attended the Board meeting;
(ii) The remunerations if any paid to executive Directors are strictly as per the
company and industry policy.
(iii) The Independent Directors only received sitting fees if any.
(iv) The Independent Directors contributed a lot in the Board and committee
deliberation and business and operation of the company and subsidiaries based on their
experience and knowledge and Independent views.
(v) The Credit Policy, Loan Policy and compliances were reviewed periodically;
(vi) Risk Management Policy was implemented at all critical levels and monitored by the
Internal Audit team who places report with the Board and Audit committee.
MEETING OF INDEPENDENT DIRECTORS:
Pursuant of the provision of Section 149 (8) of the Companies Act, 2013 read with
Schedule IV and Regulation 25 (3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Independent Directors of the Company held their
meeting on 12th February, 2016, reviewed the performance of non- independent directors and
the Board as a whole including the Chairperson of the Company, views expressed by the
executive directors and non-executive directors at various level, and quantified the
quality, quantity and timeliness of flow of information between the Company, management
and the Board and expressed satisfaction.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of executive and independent directors
to maintain the independence of the Board and separate its functions of governance and
management. As on 31st March, 2016, the Board consists of 4 members. Out of which three
are Independent Directors and one Executive Director.
The policy of the Company on directors appointment and remuneration, including
criteria for determining qualifications, positive attributes, independence of a director
and other matters provided under Sub section (3) of Section 178 of the Companies Act,
2013, adopted by the Board and are stated in this Board report. We affirm that the
remuneration paid to the directors is as per the terms laid out in the nomination and
remuneration policy of the Company.
COMMITTEES OF THE BOARD:
Currently, the Board has Three Committees: 1) Audit Committee, 2) Nomination and
Remuneration Committee, 3) Shares Transfer /Investor Grievances Committee.
A detailed note on the Board and its Committees is provided under the Corporate
Governance Report that forms part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE
Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a
Nomination and Remuneration and Stakeholders Relationship Committee under the Chairmanship
of the Independent Director Mr. Chandrakant Ramchandra Joshi.
The Gist of the Policy of the said committee:
For Appointment of Independent Director (ID):
a.
a. Any person who is between the age of 25 years and below 75 years eligible to become
Independent Director(ID);
b. He has to fulfill the requirements as per section 149 of the Companies Act, 2013
read with Sebi listing regulations.
c. Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013;
d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Trading
policy of the Company;
e. Independent Director should have adequate knowledge and reasonably able to
contribute to the growth of the Company and stakeholders;
f. Independent Director should be able to devote time for the Board and other meetings
of the company;
g. Entitled for sitting fees and Reasonable conveyance to attend the meetings; and
h. Able to review the policy, participate in the meeting with all the stakeholders of
the company at the Annual General Meeting.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Companys policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosures.
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is
defined in the Internal Audit Manual. To maintain its objectivity and independence, the
Internal Audit function reports to the Chairman of the Audit Committee.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company.
Based on the report of internal audit function, process owners undertake corrective
action in their respective areas and thereby strengthen the controls. Significant audit
observations and recommendations along with corrective actions thereon are presented to
Board.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the Section 134(3) (c) and Section 134 (5) of the Companies Act, 2013, the
Board of Directors of the Company hereby confirm:
(I) That in the preparation of the accounts for the financial year ended 31st March,
2016, the applicable accounting standards have been followed along with proper explanation
relating to material departures;
(II) That the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were 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 the year under review;
(III) That the Directors have taken 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;
(IV) That the Directors have prepared the accounts for the financial year ended 31st
March 2016 on a going concern basis.
(V) The internal financial controls laid and have been followed by the company and that
such controls are adequate and are operating effectively. Such controls means controls and
policies and procedures adopted and adherence by the company for orderly and efficient
conduct of the business for safeguarding assets, prevention and detection of frauds and
errors and maintenance of accounting records and timely preparation of financial
statements and review its efficiency.
(VI) 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.
AUDITORS:
STATUTORY AUDITORS
At the Annual General Meeting held on 27th September, 2014, M/s. Motilal &
Associates, Chartered Accountants, were appointed as statutory auditors of the Company to
hold office till the conclusion of the 26th Annual General Meeting to be held in the
calendar year 2017.
In terms of the first provision to Section 139 of the Companies Act, 2013, the
appointment of the auditors shall be placed for ratification at every Annual General
Meeting. Accordingly, the appointment of M/s. Motilal & Associates, Chartered
Accountants, as statutory auditors of the Company, is placed for ratification by the
shareholders.
In this regard, the Company has received a certificate from the auditors to the effect
that if they are reappointed, it would be in accordance with the provisions of Section 141
of the Companies Act, 2013.
SECRETARIAL AUDITOR
Mr. Suprabhat Chakraborty, (Membership No.41030, C.P No.15878) Practicing Company
Secretary was appointed to conduct the Secretarial Audit of the Company for the financial
year 2015-16, as required under Section 204 of the Companies Act, 2013 and Rules there
under.
INTERNAL AUDITOR
M/s Dhawan & Co., Chartered Accountants (FRN-002864N) was appointed to conduct the
Internal Audit of the Company for the financial year 2015-16, as required under Section
138 of the Companies Act, 2013 and Rules there under
AUDITORS REPORT
The Auditors have not made any qualification to the financial statement. Their reports
on relevant notes on accounts are self-explanatory and do not call for any comments under
section 134 of the companies Act, 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Companys operations in future.
CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
As required by the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 the relevant information pertaining to conservation of energy,
technology absorption, foreign exchange earnings and outgo are as follows:
A) CONSERVATION OF ENERGY:
The Company continues its policy of encouraging energy conservation measures. The
regular review of energy consumption and the systems installed to control utilization of
energy is undertaken.
B) RESEARCH &DEVELOPMENT ACTIVITIES:
There is a dedicated team being formed which conduct market research will prepare the
inputs which will be used to create the R&D Pipeline.
C) TECHNOLOGY ABSORPTION:
The Company is equipped with technologies from worlds leaders.
D) FOREIGN EXCHANGE EARNINGS & OUTGO:
(Rs. in Lacs)
|
2015-2016 |
2014-2015 |
| a. Foreign Exchange Earned |
00 |
00 |
| b. Foreign Exchange Used |
00 |
00 |
WHISTLE BLOWER POLICY:
The Company has formulated a policy known as Whistle Blower Policy to allow and
encourage employees to bring to the Managements Notice (Audit Committee) directly,
without necessarily informing their superiors about suspected unethical behaviour,
malpractice, wrongful conduct, fraud, violation of the Companys policies including code
of conduct, violation of law or questionable accounting or auditing matters by any
employee/director in the Company without fear of reprisal. The Company further undertakes
that it has not denied any personnel access to the Audit Committee of the Company with
respect to the same.
RELATED PARTY TRANSACTIONS/CONTRACTS:
Pursuant to the Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the
Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into
by the Company with related parties referred to in Section 188(1) are available in the
Notes of the, Standalone financial statements section of the Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013
form part of the notes to the financial statements provided in this Annual Report.
EXTRACT OF ANNUAL RETURNS
Pursuant to the Section 134(3) (a) of the Companies Act, 2013, the details forming part
of the extract of the Annual Return is Form MGT-9 which forms part of this report.
HUMAN RESOURCES MANAGEMENT:
We take this opportunity to thank employees at all levels for their dedicated service
and contribution made towards the growth of the company. The relationship with the workers
has continued to be cordial.
To ensure good human resources management at the company, we focus on all aspects of
the employee lifecycle. This provides a holistic experience for the employee as well.
During their tenure at the Company, employees are motivated through various
skill-development, engagement and volunteering programs.
As per provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided to this Boards report.
In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no
employee(s) drawing remuneration in excess of limits set out in said rules forms part of
the annual report.
REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT:
Your Company is committed to provide a safe, healthy and congenial atmosphere
irrespective of cast, creed or social class of the employee.
Your Company affirms that during the year there were no complaints reported under the
Sexual Harassment of Woman at workplace (Prevention, Prohibition and Redressal) Act, 2013
CORPORATE GOVERNANCE:
A Report on Corporate Governance is provided in a separate section which forms part of
this report. INSURANCE OF ASSETS
All the fixed assets and material of the company have been insured against fire and
allied risks.
BANK AND FINANCIAL INSTITUTIONS
Directors are thankful to their bankers for their continued support to the company.
ACKNOWLEDGMENTS
Your Directors convey their sincere thanks to the Government, Banks, Shareholders and
customers for their continued support extended to the company at all times.
The Directors further express their deep appreciation to all employees for commendable
teamwork, high degree of professionalism and enthusiastic effort displayed by them during
the year.
|
On behalf of the Board of Directors. |
|
| Place: Vadodara |
Sd/- |
Sd/- |
| Dated: 27th May, 2016 |
Prakash Biharilal Dhebar |
Chandrakant Ramchandra Joshi |
|
Managing Director |
Director |
|
DIN:02488046 |
DIN:06694293 |
+91-9892691696
