Your Directors are pleased to present the 29th (Twenty Ninth) Annual Report of Jain Studios Limited together with Audited Financial Statements and Auditors Report for the Financial Year ended as on 31st March 2019.
The Financial Highlights for the year ended 31st March 2019 are given below:
|Profit/ (Loss) before Interest, Depreciation, Exceptional Items and Tax||(126.22)||(127.98)|
|Profit/ (Loss) after Interest, but beforeDepreciation, Exceptional, Exceptional items and Tax||(126.76)||(125.17)|
|Profit / (Loss) before Exceptional Items and Tax||(204.23)||(203.12)|
|Exceptional Items (Income)||-|
|Exceptional Items (Expenses)||.|
|Profit / (Loss) before Tax||(204.23)||(203.12)|
|MAT Credit Entitlement||-|
|Profit / (Loss) after tax||(119.52)||(117.16)|
SUMMARY OF OPERATIONS
The Total Income of your Company for the financial year ended 31st March 2019 was Rs. 25.21 Lakhs as against Rs. 321.45 Lakhs in the previous financial year ended 31st March 2018. The Loss before Tax for the year under review was Rs. (204.23) Lakhs as against Loss before Tax of Rs.(203.12) Lakhs in the previous financial year.Loss after Tax for the year under review was Rs. (119.52) Lakhs as against profit after tax of Rs.(117.16) Lakhs in the previous financial year.
In view of the of the brought forward losses and lack of adequate profits in the current year, your directors regret their inability to recommend any dividend for financial year 2018-19.
TRANSFER TO RESERVES
During the financial year 2018-19, no amount has been transferred to reserves.
BUSINESS OPERATIONS OVERVIEW & FUTURE OUTLOOK.
The Companys is in the business of electronic media (broadcasting). The Company operated a 24-hour News and Current Affairs Channel under the brand name "JAIN Television". The Company has currently sought talks with the Ministry of Information and Broadcasting to resolve pending matters and re-start the channel.
Further the Company has been operating in start up mode and the new business plan is being developed whose viability is being0 tested , including restart of broadcasting business.
HUMAN RESOURCE DEVELOPMENT
Human Resource is not only an integral part of any organization but also strive its success and growth. The Company believes that human resources are the key resources and integral part the organization and endeavors to create a culture of openness and empowerment amongst its employees and provide good carrier development.
Your Company believes in trust transparency & teamwork to improve employees productivity at all levels and is committed to the welfare of the employees and their families by putting review and reward system in place.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013 (‘the Act), in relation to the Audited Financial Statements for the Financial Year 2018-19 your Directors hereby confirm that:
a) in the preparation of the annual accounte for the financial year ended 31st March, 2019, 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 as at March 31, 2019 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 the Companies Act, 2013 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; and ols are adequate and were operating effectively.
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.
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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
None of the Companys directors are disqualified from being appointed as a director as specified in Section 164 (2) of the Companies Act, 2013.
Your Board comprises of Six Directors including three Independent Directors. Independent Directors have provided their declarations both atthat they meet the criteria of independence as prescribed under Companies Act, 2013 and SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015. During the year under review Mr. Anand Sahu, Mr. Ved Pratap Vaidik and Mrs. Renu Kaul Verma have appointed as Additional Director (Non-Executive Independent Director) on 10th November, 2018.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
The Board of Directors of your Company, during the period under review i.e. Financial year ended March 31, 2019, met 5 (Five) times on 21st May, 2018, 30th May, 2018, 14th August, 2018, 10th November, 2018 and 14th February, 2019. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and as per SEBI (Listing Obligations & Disclosure Requirement) Regulations 2015.
Retirement by Rotation
As per the provisions of the Companies Act, 2013, Mrs. Bharti Jain, Director (DIN: 00504140) of the Company is liable to retire by rotation in the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board of Directors recommends her re-appointment.
Necessary resolutions regarding appointment of aforesaid Director have been included in the notice convening the ensuing Annual General Meeting.
Key Managerial Personnel
In compliance with the requirements of Section 203 of the Companies Act, 2013, the Key Managerial personnel of the Company are *Mr. Dilip Kumar Singh, Chairman & Whole Time Director, **Mr. Suni th April, 2019 and ***Mr. Ashok Kumar, Com th February, 2019.
During the year under review:
*Mr. Dilip Kumar Singh, Chairman & Whole Time Director appointed on 21st May, 2018.
**Mr. Sunil Kumar Malhotra, has resigned from the post of Chief Financial Officer on 29th June, 2018 & appointed on 11th April, 2019.
***Mr. Ashok Kumar, Com pany Secretary & Compliance Officer, appointed on 14th February, 2019.
****Mr. Deepanshu Arora, has resigned from the post of Company Secretary & Compliance Officer on 30th September, 2018.
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 Companies Act 2013 and the corporate governance requirements as prescribed by under SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the 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 the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual directors to the Board and committee meetings like preparing on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors held on 14th February, 2019 performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated. Based on such report of the meeting of Independent Directors and taking into account the views of executive directors and non-executive directors the Board had evaluated its performance on various parameters such as Board composition and structure, effectiveness of board processes, effectiveness tributions from each Directors etc.
The Statutory Auditors M/s Anisha Bansal & Co., Chartered Accountants, New Delhi, having Firm Registration Number 031189N have resigned as the Statutory Auditor of the Company on 16th July, 2018.
The Board appointed M/s Vikas Dahiya & Co., Chartered Accountants, Firm Registration Number 026025N to fulfill the casual vacancy caused due to resignation of M/s Anisha Bansal & Co., Chartered Accountants. The Statutory Auditors of the Company to hold office from the conclusion of the 28th Annual General Meeting till the conclusion of the 33rd Annual General Meeting of the Company. The Shareholders approved the appointment of M/s Vikas Dahiya & Co., Chartered Accountants, Firm Registration Number 026025N in duly held Annual General Meeting of the Company on Saturday, 29th Day of September, 2018.
In accordance with the companies amendment act, 2017 enforced on 7th May, 2018 by the ministry of corporate Affairs, the appointment of statutory auditor is not required to be rectified at every Annual General Meeting.
Explanation by the Board of Directors on Auditors Observations
1. Necessary follow up and proceeding related to pending issues with the concerned authorities has been accomplished.
2. In the opinion of the management since the case is sub-judice, the amount as per courts order has been shown as Contingent Liability
3. In respect of MAT credit entitlement amounting to Rs. 26.45 Lakhs recognized and carried over based on management perception and our inability to comment thereon, we are seriously considering implementation of a new business plan and are hopeful that the same will be taken care of in the new business case
4. In respect of recognition and carryover of deferred tax assets (net) amounting to Rs. 965.46 Lakhs based on management perception in years against which such assets can be realized. We are hopeful that the new business plan being evaluated will take care of the same.
5. Company has asked SASF to come for discussion for settlement of dues. SASF, vide its letter (LOA) dated 02.03.2019 has agreed for fresh One Time Settlement (OTS) of dues, subject to certain terms and conditions and upon payment of Rs. 750.00 Lakhs (as per Appendix) tranche payment of Rs. 50.00 Lakhs,as per payment schedule, on or before 02.04.2019. The Management, vide its letter dated 11.04.2019 to SASF, has applied for extension of time for making the payments, has
6. Companys business at presen is shut to over one financial year and there are no ongoing disputes and claims. However, the balance sheet seems to carry some old claims and a separate exercise is being undertaken to ascertain if the claims are valid or need to be written off.
As per the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/S KKS & Associates, Company Secretaries in practice to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith in Annexure I.
The report of Statutory Auditor and/or Secretarial Auditor forming part of this Annual report having any qualification, reservation or adverse remarks are self-explanatory and do not call for further explanation.
M/S Gulshan Bhardwaj & Co Chartered Accountant continue to be the Internal Auditors of your company for the financial year 2018-19
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture and Associate Companies.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETING AND GENERAL MEETING
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) ofthe Act has been disclosed in the corporate governance report, which forms part of this directors report. The board on recommendation of Nomination and Remuneration Committee approved Remuneration Policy for Director, KMP and Senior Management Employee are also available at the website of the company.
Detailed composition of the mandatory Board Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and no. of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.
DISCLOSURE REGARDING MAINTAINANCE OF COST RECORD
The Company is not required to maintai (1) of section 148 of the Companies Act, 2013.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressel) Act, 2013 and the Rules framed there under for prevention and redressal of complaints of sexual harassment at workplace, along with a structured reporting and redressal mechanism. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the said Act. There were no complaint regarding sexual harassment by any women employees (permanent, contractual, temporary, trainees) who are covered under this policy till the date of this report.
AUDIT COMMITTEE RECOMMENDATIONS
The Audit Committee has recommended for deposit of all statutory dues such as Provident Fund, Employees State Insurance, Service Tax, Sales Tax/VAT, Custom Duty, Cess, TDS and any other material st the necessary returns to the concerned departments before due date to avoid unnecessary interest, penalties and prosecutions
PENDING STATUS OF PREFERENTIAL ISSUES AND REDUCTION OF SHARE CAPITAL
Company had allotted 38,00,000 and 15,00,000 equity shares on 25.08.2005 and on 25.02.2006 respectively to the Indian Promoter Group Companies against the conversion of 53,00,000 share warrants allotted on 26.08.2004. Thereafter, Company got the in-principle approval from BSE for listing of said shares vide their letter dated 26.05.2008 with the condition of in-principle approval from NSE also. However, NSE did not grant any listing and trading permission of said 53,00,000 shares allotted by the Company on preferential basis due to certain lapses of erstwhile SEBI (DIP) Guidelines.
Non listing of the said 53,00,000 Equity Shares led to a mismatch between the "Issued Equity Share Capital" & "Listed Equity Share Capital" of the Company.
It may be noted that the "Issued Equity Share Capital" has to be in line with the "Listed Equity Share Capital", as per the Stock Exchanges.
Hence it was proposed by the Board for reduction of the unlisted 53,00,000 Equity Shares of Rs. 10/- each, issued at a premium of Rs.9/- each, by paying off/ returning the entire paid up share capital on the unlisted 53,00,000 (Fifty Three Lac) Equity Shares of Rs. 10/- each fully paid up, to those allottees, who had subscribed to the said preferential allotment of 53,00,000 equity shares made by the Company and thereby extinguishing all those shares. Further, apart from above, it was proposed to issue upto 4,77,000 (Four Lac Seventy Seven Thousand) Redeemable Preference Shares of Rs.100/- each fully paid up at par in one or more trenches to these allottees against and in proportion to the share premium amount received by the Company @ Rs.9/- each per share (53,00,000 equity shares) from these allottees. The said resolutions were approved by the shareholders of the Company at their aGm held on 30 th September 2011.
Company received NOC from NSE and BSE vide their letter dated 06.03.2012 and 04.04.2012 respectively an d part creditor(s) of the relating to Re-Organisation and Reduction of share capital with the Honble High Court of Delhi pursuant to Section 391 and other applicable provisions of the Companies Act, 1956. However, pursuant to SEBI circular dated 04.02.2013, Company was required again, to obtain the NOC from BSE and NSE alongwith the observation/approval of SEBI, as the before 04.02.2013 due to some technical and proceduralformalities including non-issue of NOC by SASF.
Therefore, company once again flied the draft copy of said scheme along with other certificates and documents with BSE and NSE for their NOC with the observation and approval of SEBI. However, after review and observation of SEBI, again Scheme of Reduction shall be modified and shall be filed with BSE & NSE for their NOC subject to observation and approval of SEBI before filling the same with Honble High Court of Delhi/any other appropriate authority.
ISSUE OF EQUITY SHARES AND WARRANTS TO THE PROMOTERS OF THE COMPANY
60,50,000 equity shares of Rs. 10/- each fully paid up of the Company at a premium of Rs. 2.50/- each per share and 51,50,000 Warrants convertible into equivalent number of equity shares of Rs.10/- each at premium of Rs.2.50/- each per share issued and allotted to the Promoter of the Company on 23.04.2012 against the consideration of full application money and 25% warrant money. Thereafter, Company allotted 31,58,700 equity shares of Rs. 10/- each fully paid up at a premium of Rs.2.50/- per share to the Promoter(s) of the Company on 17.10.2013 by converting 31,58,700 Warrants out of 51,50,000 allotted Warrants on receiving balance warrant money. Total consideration from issue of equity shares and warrants as mentioned above was utilized by the Company to clear the agreed OtS amount of Rs.11.00 Crore in cash to SASF and some outstanding statutory dues of the Company.
LISTING OF EQUITY SHARES
Listing Application along Rwith necessary and NSE for listing of 60,50,000 equity shares of Rs.10/- each fully paid up of the Company at a premium of Rs. 2.50/- each per share allotted to the Promoter of the Company and 50,00,000 equity shares of Rs.10/- each fully paid up at par of the Company allotted to Stressed Assets Stabilization Fund (SASF) respectively. With reference to our said listing application, BSE vide their letter dated 30.07.2012 has given the listing approval. But trading permission will be granted by BSE subject to obtaining of listing approval from NSE and some other formalities with NSDL & CDSL. Listing approval from NSE is awaited.
Further, on allotment of 31,58,700 equity shares on 17.10.2013, listing application had been filed with BSE & NSE along-with other for listing of these shares at BSE & NSE.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Particulars of loans, guarantees and investments made by the Company required under section 186 (4) of the Companies Act, 2013 are given in Notes to the Financial Statements.
RELATED PARTIES TRANSACTIONS
Reportable under Section 188 of the Companies Act, 2013. The related party disclosures are given in the notes to the financial statement.
PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS AND DISCLOSURES ON THE REMUNERATION OF THE DIRECTORS
All pecuniary relationship or transactions of the non executive directors vis-a-vis the company, along with criteria for such payments and disclosures on the remuneration of directors along with their shareholding are disclosed Form MGT-9, which forms a part of this Report.
INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS
Mrs. Bharti Jain, Woman Director of the Company Daughter in law of Dr. Ragini Jain (Woman Director of the Company).
The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44.2 of the SEBI (Listing Obligations and Disclosure requirements) Regulations 2015. To comply with the requirements of new Companies Act, 2013 and to ensure good governance for its members, your Company has provided e-voting facility for its last year general meetings to enable its members to participate in the voting electronically. The instruction(s) for e-voting for ensuing Annual General Meeting is also provided with notice to shareholders of this Annual Report.
The Company has not accepted or renewed any deposit under during the year under review.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Act read with Companies (Management & Administration) Rules, 2014 is annexed to this report in Annexure II. The link of the same is also available at the website of the Company.
The Company has framed and implemented a vigil mechanism named as Whistle Blower Policy to deal with instances of fraud and mismanagement, if any.The details of the Whistle Blower Policy are provided in the Corporate Governance Report and also hosted on the website of the company.
During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate in securities by the Directors and designated employees of the Company. The Code prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Code of Conduct to regulate, monitor and report Insider trading is uploaded on the Companys website
Effective risk management is essential to success and is an integral part of our culture. While we need to accept a level of risk in achieving our goals, sound risk management helps us to make the most of each business opportunity, and enables us to be resilient and respond decisively to the changing environment.
Our approach to risk management assists us in identifying risks early and addressing them in ways that manage uncertainties, minimize potential hazards, and maximize opportunities for the good of all our stakeholders including shareholders, customers, suppliers, regulators Strategic, Operational, Financial, and Legal/Regulatory.
In accordance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 Company has adopted risk management policy, approved by Board of Directors and established a risk management framework to identify, mitigate and control the risk and threatens of risk.
CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to formulate Corporate Social Responsibility (CSR) Policy and Commmitee as it does not fulfill the criteria specified under Section 135 of the Companies Act, 2013.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE DATE OF THE BOARDS REPORT AND END OF FINANCIAL YEAR
There were no material changes and commitments affecting the financial position of the Company occurred between the end of financial year and the date of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There is an order from MIB affecting the license of the broadcasting channel. Company has taken the matter with the Ministry of Information and Broadcasting, as well as with the Honble TDSAT and is certain that the issue regarding the license will be resolved favorably in favor of the company.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
The Company has established adequate internal control systems, commensurate with its size and nature of business and such systems are onsidering the changing business scenario from time to time, the Audit Committee of the Board of Directors reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them.
COMPLIANCE WITH THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
The companys equity shares continue to be listed on the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) which has nationwide trading terminals. All compliances with respect to the SEBI (Listing Obligating and Disclosure Requirements) Regulations 2015 has been duly made by the company except payment of annual listing fees.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTI ON AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information Pursuant to Section 134 (3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014:
A- Energy conservation - The Company makes continuous efforts to explore new technologies and techniques to make the infrastructure more energy efficient. Moreover, the operations of the Company are not energy intensive.
B- Technology absorption - Company uses Indian technical manpower to operate Indian and imported infrastructure.
C- Foreign Exchange earnings and out go:
Earnings in foreign exchange : NIL
Expenditure in foreign exchange : NIL
PARTICULARS OF EMPLOYEES
The industrial relations with the workers and staff of the Company remained largely cordial throughout the year. Since the business of the company was shut down and cash flow was severely impacted, this has led to some discontent amongst certain employees.
Requisite disclosures in terms of Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are given to the extent applicable attached in Annexure-III
LISTING WITH STOCK EXCHANGES
Listing Fees for the year 2017-18 and 2018-19 to BSE and for the year 2016-17,2017-18 & 2018-19 to NSE where the Companys shares are listed.
DEMATERIALIZATION OF SHARES
16.80% of the Companys paid up equity share capital is in dematerialized form as on 31.03.2019.
The Registrars of the Company is Beetal Computer & Financial Services Pvt. Ltd. Beetal, House, 3rd Floor, 99, Madangir, BH - Local Shopping Centre, Near Dada Harsukhdas Mandir, New Delhi - 110 062.
During the year no fraud has been reported to the Audit Committee / Board.
Information Technology continues to be an integral part of your companys business strategy. The Company is working on SAP platform transactions and people, effectively on real time basis.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the company.
CORPORATE GOVERNANCE & POLICIES
We strive to attain high standards of corporate governance while interacting with all our stakeholders. The Company has duly complied with Corporate Governance Code as stipulated with Stock Exchanges and SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015. A separate section on Corporate Governance along with Certifirate from KKS & Associates, Company Secretaries, confirming level of Compliance is annexed in Corporate Governance report.
Management Discussion and Analysis Report for sure Requirements) Regulations, 2015 is presented in separate sections forming part of the Annual Report.
APPRECIATION AND ACKNOWLEDGEMENT
Your Directors place on record their sincere thanks to bankers, financial institutions business associates, consultants, customers, suppliers, contractors and various Government Authorities for their continued support extended to your Companys activities during the year under review. Your Directors also gratefully acknowledge the continui m in the company.
|For and on Behalf of the Board|
|Jain Studios Limited|
|Place: New Delhi|
|Dated: 10th August, 2019|
|Mr. Dilip Kumar Singh||Mrs. Bharti Jain|
|Whole Time Director||Director|
Gold/NCD/NBFC/Insurance and NPS
Gold/NCD/NBFC/Insurance and NPS