To,
The Members
Your Directors have pleasure in presenting the Fifteenth Annual Report of your Company
along with Audited Statement of Accounts for the financial year ended 31 March, 2023.
FINANCIAL SUMMARY OF THE COMPANY
The Financial Performance of your Company for the year ended 31 March, 2023 is
summarized below:
(Amount in Rs. ‘000)
| Particulars |
31st March, 2023 |
31st March, 2022 |
| Total Revenue |
6303.49 |
4030.33 |
| Profit before finance charges, Tax, Depreciation/Amortization (PBITDA) |
(1124.04) |
1098.27 |
| Less : Finance Charges |
0.00 |
0.00 |
| Profit before Tax, Depreciation/Amortization (PBTDA) |
(1124.04) |
1098.27 |
| Less : Depreciation/Amortization |
817.46 |
1102.38 |
| Profit before Tax (PBT) |
(1941.47) |
(4.11) |
| Provision for Taxation |
43.71 |
(58.40) |
| Profit/(Loss) after Taxation (PAT) |
(1985.17) |
54.30 |
| Provision for Proposed Dividend |
0.00 |
0.00 |
| Dividend Tax |
0.00 |
0.00 |
| Transfer to Statutory Reserve u/s 45-IC of RBI Act 1934 |
0.00 |
0.00 |
| Transfer to General Reserve |
0.00 |
0.00 |
REVIEW OF OPERATION
During the year under review, the Standalone Revenue of the Company has increased
percentage of 56.40% over the previous year.
Your Company had a Net loss after tax of Rs. 1,985.17 thousand during the year as
compared to Net profit of Rs. 54.30 thousand of previous year.
MATERIAL CHANGES
There have been no material changes and commitments affecting the financial position of
the company, which have occurred since 31st March 2023, being the end of the Financial
Year of the Company to which financial statements relate and date of the report.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
In terms of the applicable provisions of the Companies Act, 2013 read with Investor
Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016,
3,089/- of unpaid/unclaimed dividend was transferred during the year to the Investor
Education and Protection Fund.
CHANGES IN ACCOUNTING POLICY
There is no change in accounting policy during the year.
DIVIDEND & RESERVES
In view of the planned business growth, the directors are unable to recommend dividend
for the year under review, nor do they propose to carry any amount to reserves.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
Your Company has neither a Subsidiary Company nor a Joint Venture Company during the
year under review. Associate companies details are as under:
| Name of the Company |
% shareholding of EEL |
Status |
| Encash Securities Ltd |
25.69% |
Associate |
PUBLIC DEPOSITS
During the year the Company has not accepted any deposit under Section 73 of the
Companies Act, 2013 ("the Act") and the Companies (Acceptance of Deposits)
Rules, 2014.
BORROWINGS
During the year, the Company has not obtained any cash credit facilities.
SHARE CAPITAL
The Paid-up Equity Share Capital as on 31st March, 2023 stood at . 3,89,64,960. The
Company has not during the year under report issued any shares with or without
differential voting rights, granted stock options or issued sweat equity shares.
CHANGE IN REGISTERED OFFICE OR NATURE OF BUSINESS
During the year, the Registered Office of the Company has been shifted from "9,
Lal Bazar Street, Mercantile Building, 3rd Floor, Kolkata - 700001" to
"12, Free School Street, Kolkata - 700016" with effect from January 16, 2023.
SIGNIFICANT AND MATERIALS ORDERS PASSED BY THE REGULATORS OR COURT TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE
There are no significant materials orders passed by the Regulators/ Courts/ Tribunals
which would impact the going concern status of the Company and its future operations.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments covered under Section 186 of
Companies Act, 2013 forms the part of the Notes to the financial statements provided in
this Annual Report.
DIRECTORS & KEY MANAGERIAL PERSON DIRECTORS:
Your Board comprises of 4 Directors including 2 Independent Directors. Independent
Directors provide their declarations both at the time of appointment and annually
confirming that they meet the criteria of independence
as prescribed under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. During the Financial Year 2022-2023 your Board met 5
(Five) times details of which are available in Corporate Governance Report annexed to this
report.
KEY MANAGERIAL PERSONNEL
The following employees were designated as whole-time key managerial personnel by Board
of Directors during the year 2022-2023, pursuant to section 203 of Companies Act 2013 and
rules made thereon:
| 1. Mr. Sachet Saraf - |
Managing Director |
| 2. Ms. Hardika Pancholi - |
Company Secretary & Compliance Officer |
| 3. Ms. Suman Saraf - |
Chief Financial Officer |
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149 OF THE
COMPANIES ACT, 2013
As at the end of the financial year, there are 2 (Two) Non-Executive Independent
Directors on the Board of the Company.
The Company has received necessary declaration from all Independent Directors under
Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 and
25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board is of the opinion that the Independent Directors of the Company hold the
highest standards of integrity and possess requisite expertise, proficiency and experience
required to fulfil their duties as Independent Directors.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to requirements under section 134(5) of the Companies Act, 2013 the Board, to
the best of its knowledge and belief, confirms that:
(i) The applicable accounting standards have been followed in preparation of annual
accounts for the financial year ended 31st March, 2023 and proper explanations have been
furnished relating to material departures;
(ii) Accounting policies have been selected and applied consistently and prudent
judgments and estimates have been made so as to give a true and fair view of state of
affairs of the Company at end of financial year and of profit and loss of the Company for
the year under review;
(iii) Proper and sufficient care has been taken for maintenance of adequate accounting
records in accordance with provisions of the Act for safeguarding assets of the Company
and for preventing and detecting fraud and other irregularities;
(iv) The annual accounts for the financial year ended 31st March, 2023 have been
prepared on a going concern basis;
(v) Internal financial controls are in place and that such financial controls are
operating effectively;
(vi) Adequate systems to ensure compliance with the provisions of all applicable laws
are in place and are operating effectively.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and external consultant(s) and the reviews made by the Management and
the relevant Board Committees including the Audit Committee, the Board is of the opinion
that the Companys internal financial controls were adequate and operationally effective
during FY 2022-2023.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance,
board committees, and individual directors pursuant to the provisions of the Act and SEBI
Listing Regulations. The performance of the board was evaluated by the board after seeking
inputs from all the directors on the basis of criteria such as the board composition and
structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The above criteria are based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.
In a separate meeting of independent directors, performance of non-independent
directors, the board as a whole and the Chairman of the Company was evaluated, taking into
account the view of non-executive director.
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors on the basis of criteria such as the contribution of the individual
director to the board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.
In the board meeting that followed the meeting of the independent directors and meeting
of Nomination and Remuneration Committee, the performance of the board, its committees,
and individual directors was also discussed.
Performance evaluation of independent directors was done by the entire board, excluding
the independent director being evaluated.
BOARD COMMITTES
During the period under review, the Board of Directors has following committees:
(a) The Audit Committee
(b) The Nomination and Remuneration Committee
(c) The Stakeholders Relationship Committee
The details of the above mentioned committees have been disclosed separately in the
Corporate Governance Report which is annexed to and forms a 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
reports 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 ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the company secretary in advance.
CEO AND CFO CERTIFICATION
In accordance with the provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015,the Managing Director and Chief Financial Officer of the
Company has submitted a certificate for the year ended31st March, 2023 to the Board of
Director.
AUDITORS:
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Members at
the Annual General Meeting (AGM) held on September 28, 2018 had approved the appointment
of M/s. J N Agarwal & Co., Chartered Accountants for a term of 5 (five) consecutive
years.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointment Mr. Sourav Kedia, a Company Secretary in Practice, to undertake the
Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed
herewith as Annexure - I.
INTERNAL AUDITOR
Pursuant to the provision of section 138 of the Companies Act, 2013 and the Companies
(Accounts) Rules, 2014 the Company has appointed Mr. Samit Kumar Baid to undertake the
Internal Audit of the Company for the F.Y. 2022-2023. There stood no adverse finding &
reporting by the Internal Auditor in the Internal Audit Report forthe year ended 31st
March, 2023.
AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT
The Auditor Report and secretarial auditors report does not contain any
qualifications, reservations or adverse remarks. Reports of the auditors are given as an
annexure which forms part of this report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The company has policy for Internal Financial Control System, commensurate with the
size, scale and complexity of its operations. Detailed procedural manuals are in place to
ensure that all the assets are safeguarded, protected against loss and all transactions
are authorized, recorded and reported correctly. The scope and authority of the Internal
Audit function is defined in the internal financial control policy. The Internal Auditor
monitors and evaluates the efficiency and adequacy of Internal Financial control system in
the company, its compliance with operating systems, accounting procedures and policies. To
maintain its objectivity and independence, the internal auditor reports to the Chairman of
the Audit Committee of the Board, the internal audit report on quarterly basis and same
are reviewed by the committee. The observation and comments of the Audit Committee are
placed before the board.
The details in respect of internal financial control and their adequacy are included in
the management discussion & analysis, which forms part of this report.
CORPORATE GOVERNANCE
Your Company has been practicing the principles of good Corporate Governance over the
years and it is a continuous and ongoing process. A detailed Report on Corporate
Governance practices followed by our Company in terms of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, together with a Certificate from the
Secretarial Auditors confirming compliance with the conditions of Corporate Governanceare
provided separately in this Annual Report.
BUSINESS RESPONSIBILITY REPORT
Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, top 1000 listed entities based on market capitalization are required to
furnish Business Responsibility and Sustainability Report (BRSR). However, as the Company
does not fall under the list of top 1000 companies basis market capitalization, the
requirement of furnishing BRSR is not applicable upon the Company for the financial year
2022-23.
POLICIES ADOPTED BY THE COMPANY:
1. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your company is committed to adhere to the highest standards of ethical, moral and
legal conduct of business operations. To maintain these standards, the Company encourages
its employees who have concerns about suspected misconduct to come forward and express
these concerns without fear of punishment and unfair treatment. The company has adopted a
Whistle Blower policy to establish a vigil mechanism for directors and employees to report
concerns about unethical behavior, actual or suspected fraud or violation of the Codes of
conduct or ethics policy. The said policy is available at www.encashentertainment.com
2. NOMINATION & REMUNERATION POLICY
In accordance with the provisions of the Act and SEBI (Listing Obligations and
Disclosure Requirements) Regulation 2015, the Board of Director of the Company on
recommendation of the Nomination & Remuneration Committee have adopted the criteria
for determination of qualification, positive attributes and independence of Directors,
Remuneration of Senior Management Personnel(including Key Management Personnel) and
Remuneration of Other Employees. The above mentioned criteria and Policies are available
at www.encashentertainment.com.
3. CORPORATE SOCIAL RESPONSIBILITY
The Company had not taken any initiatives on the activities of Corporate Social
Responsibilities as the provision relating to the same are not applicable to the company
4. RISK MANAGEMENT POLICY
Your Company actively stimulates entrepreneurship throughout the organization and
encourages its people to identify and seize opportunities. The current economic
environment, in combination with significant growth ambitions of it, carries an evolving
set of risks. Encash recognizes that these risks need to be managed to protect its
customers, employees, shareholders and other stakeholders, to achieve its business
objectives and enable sustainable growth. Risk and opportunity management is therefore a
key element of the overall Encash strategy. This section provides an overview of the key
strategic risks, Encashs risk and control framework, and its approach to risk management.
5. DISCLOSURE ON POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT
The company has adopted the policy on redressal of Sexual and Workplace Harassment as
per the Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal]
Act, 2013 [‘Sexual Harassment Act]. The Company believes that it is the
responsibility of the organization to provide an environment to its employee which is free
of discrimination, intimidation and abuse and also to protect the integrity and dignity of
its employees and also to avoid conflicts and disruptions in the work environment. Further
there stood no cases filed during the year under review.
6. RELATED PARTY TRANSACTIONS POLICY
In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy on
Related Party Transactions which is also available on the Companys website.
The Policy intends to ensure that proper reporting, approval and disclosure processes
are in place for all transactions between the Company and Related Parties. During the year
under review, the Policy was amended in line with the changes in applicable laws.
OTHER DISCLOSURES
a. RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your
Company has formulated a Policy on Related Party Transactions which is also available on
the Companys website at www.encashentertainment.com. The Policy intends to ensure that
proper reporting, approval and disclosure processes are in place for all transactions
between the Company and Related Parties. All Related Party transactions entered during the
year were placed before the Audit Committee for review and approval. Prior omnibus
approval is obtained for Related Party Transactions on annual basis for transactions which
are of repetitive nature and / or entered in the ordinary course of business and are at
arms length basis. All Related Party Transactions entered during the year were in
ordinary course of the business and on arms length basis. The information on transactions
with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 are given in Annexure - II in Form AOC-2 and the
same forms part of the Boards report.
b. EXTRACT OF ANNUAL RETURN
In accordance with the provisions of the Companies Act, 2013, the Annual Return of the
Company in the prescribed form is available on the website of the Company
https://encashentertainment.com/annual-return/
c. REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory Auditors nor the Secretarial
Auditors have reported to the Board or Audit Committee, as required under Section
134(3)(ca) and 143(12) of the Companies Act,2013, any instances of frauds committed
against the Company by its officers or employees, the details of which would need to be
mentioned in this Report.
d. SECRETARIAL STANDARDS
The Company complies with all the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.
e. DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The requisite details containing the names and other particulars of employees in
accordance with the 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 appended to the Boards Report.
f. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of every contract or arrangements entered into by the Company with
related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013
including certain arms length transactions under third proviso thereto is disclosed in
Form No. AOC -2, as annexed herewith.
g. INSOLVENCY AND BANKRUPTCY CODE
No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of any application made, or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 is not applicable for the year under review
h. DIFFERENCE BETWEEN AMOUNT AND VALUATION
The requirement to disclose the details of any difference between the valuation done at
the time of a one- time settlement and the valuation done while taking loan from banks or
financial institutions, along with the reasons thereof, is not applicable for this year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
Since the Company does not own any manufacturing facility, the requirements pertaining
to disclosure of particulars relating to conservation of energy, technology absorption and
foreign exchanges earning and outgo, as prescribed under the provisions of Section
134(3)(m) of the Companies Act, 2013, are not applicable.
LEGAL AND OTHER INFORMATION NOT AFFECTING GOING CONCERN STATUS AND COMPANYS OPERATIONS
IN FUTURE
Your company has filed a civil suit at the Honble High Court at Kolkata, against Mr.
Rakesh Singh and others for protection for our copyrights in respect of bengali feature
film Ichhe. Mr. Rakesh Singh has entered in to an agreement dated 8th June, 2011 with
ourselves, assigning entire copyrights of Bengali color film Ichhe. The film as released
on 15th July, 2011 at several cinema halls in and around Kolkata, infringing our
copyrights and violating the terms of captioned agreement. We have sought relief by
restraining respondents to infringe copyrights, injunction to keep custody of negative
etc., transfer of the negative etc. in our favour, injunction render accounts from
exploitation of such movie and its audio rights, injunction to restraining respondent to
receive any benefit from that movie, handling over the distributors share to our favour,
court receiver to be appointed for collection etc.
Honble High Court at Kolkata vide its order dated 8th September, 2011 granted an order
of injunction restraining the first and second defendants from realizing or appropriating
and part of the proceeds arising out of the exhibition of the cinematograph film Ichhe.
The third defendant is injuncted from dealing with or disposing of or encumbering or
exploiting the satellite and television rights relating to the film in any manner without
the previous leave of court.
Honble High Court at Kolkata vide its order dated 8th September, 2011 appointed Mr.
Arindam Sinha advocate as receiver for the purpose of collecting all proceeds arising out
of the exhibition of the cinematograph film Ichhe from all the exhibitors (Cinema
Halls).
ACKNOWLEDGEMENTS
Your Directors take the opportunity to thanks the Regulators, Organizations and
Agencies for the continued help and co-operation extended by them. The Directors also
gratefully acknowledge all stakeholders of the company viz. customers, members, vendors,
banks and others business partners for the excellent support received from them during the
year. The Directors place on record their sincere appreciation to all employees of the
Company for their unstinted commitment and continued contribution of the company.
|
For and on behalf of the Board of Directors |
|
Sd/- |
|
Sachet Saraf |
|
Managing Director |
| Place: Kolkata |
DIN - 01377285 |
| Date: 30.05.2023 |
Signing as per Board Resolution passed |
+91-9892691696
