To,
The Members,
P. B. Films Limited
Dear Shareholders,
Your Directors have pleasure in presenting the Annual report of your Company along with
Audited Statement of Accounts and the Auditors Report of your Company for the financial
year ended 31st March 2020.
FINANCIAL SUMMARY OF THE COMPANY
The highlights of financial results of your Company are as follows:
| Particulars |
For the financial year ended as on 31st March, 2020 |
For the financial year ended as on 31st March, 2019. |
| Income |
51,17,412.00 |
104,66,238.00 |
| Less: Expenditure |
25,04,757.49 |
565,53,151.35 |
| Profit/ Loss before taxation |
26,12,654.51 |
(460,86,913.35) |
| Less:- Tax Expenses (Net of Deferred Tax) |
41,450.00 |
16,155.00 |
| Net Profit/ (Loss) after taxation |
25,71,204.51 |
(461,03,068.35) |
FINANCIAL PERFORMANCE
During the year under review, the Companys income is Rs. 51,17,412.00 as against
income of Rs. 104,66,238.00 in 2019-20
RESERVES AND SURPLUS
The Reserves and Surplus is Rs. -547,83,18.25 as on the end of the current year and the
profit of the current year Rs. 25,71,204.51 has been transferred to Reserve and Surplus
DIVIDEND
To plough back the profits in to the business activities, no dividend is recommended
for the financial year 2019-20
SHARE CAPITAL
The Paid up Equity Share Capital as on 31st March, 2020 stood at Rs.
144,176,250.00.
CHANGE IN THE NATURE OF BUSINESS
During the year, the company has not changed its nature of business.
COMPOSITION OF BOARD AND STATUTORY COMMITTEES FORMFD THFRFOF Board of Directors:
| Sr. No. Name |
Nature of Directorship |
| 1. Mr. Pankaj Agrawal |
Managing Director |
| 2. Mr. Dinesh Kumar Agarwal |
Non Executive-Independent Director |
| 3. Mr. Debasish Basak |
Non Executive-Independent Director |
| 4. Mrs. Sangita Srivastav |
Woman Director |
Currently, the Board has the following Committees:
a] Audit Committee
b] Nomination & Remuneration Committee
c] Shareholders/Investors Grievance Committee
Audit Committee:- The current composition of Audit Committee is as follows
| Sr. No. Name |
Chairman/ Members |
| 1. Mr. Dinesh Kumar Agarwal |
Chairman |
| 2. Mr. Debasish Basak |
Member |
| 3. Mr. Pankaj Agrawal |
Member |
Nomination & Remuneration Committee: The current composition of Nomination &
Remuneration committee is as follows
| Remuneration Committee is as follows: |
|
| Sr. No. Name |
Chairman/ Members |
| 1. Mr. Dinesh Kumar Agarwal |
Chairman |
| 2. Mr. Debasish Basak |
Member |
| 3. Mrs. Sangita Srivastav |
Member |
Shareholders/ Investors Grievance Committee: The current composition of Shareholders/
Investors Grievance committee is as follows
| Sr. No. Name |
Chairman/ Members |
| 1. Mr. Dinesh Kumar Agarwal |
Chairman |
| 2. Mr. Debasish Basak |
Member |
| 3. Mrs. Sangita Srivastav |
Member |
DETAILS OF BOARD MEETINGS
The Board meets at regular intervals to discuss and decide on Company / business policy
and strategy apart from other Board business. The Board / Committee Meetings are
pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is
circulated to the Directors in advance to facilitate them to plan their schedule and to
ensure meaningful participation in the meetings.
The notice of Board meeting is given well in advance to all the Directors. Usually,
meetings of the Board are held in Kolkata at the registered office of the Company. The
Agenda of the Board / Committee meetings is circulated at least a week prior to the date
of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on
the items to be discussed at the meeting to enable the Directors to take an informed
decision.
The maximum interval between any two meetings did not exceed 120 days. The Board met
Eight times in financial year 2019-20 The details of such Board Meetings are as follows:
Board Meeting on 30-05-2019
• Approval of Annual Accounts for the Financial Year ended March 31, 2019
• Approval of Directors Report for the Financial Year ended March 31, 2019
Board Meeting on 10-06-2019
• Establishment of Vigil Mechanism
• Establishment of Sexual Harassment Committee
• Code of Conduct for insider trading of Unpublished Price Sensitive Information.
Board Meeting on 15-07-2019
• Appointment of Internal Auditor
Board Meeting on 26-08-2019
• Appointment of Scrutinizer Rahul R. Choudhary & Associates
Board Meeting on 30-08-2019
• Appointment of Mr. Neha Saraf as the Secretarial Auditor for FY - 2019-20
Board Meeting on 14-11-2019
• Finalization of Half Yearly financial statement.
Board Meeting on 01-02-2020
• To authorize KMPs to determine materiality of events/ information, under
Regulation 30(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
• To take note of the Quarterly Statement on Investor complaints / Grievances
Redressal Mechanism for the Quarter ended December 31, 2020, under Regulation 13(3) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Board Meeting on 15-02-2020
• Authorizing RTA and CS to process share transfer within 15 days of application.
Directors Responsibility Statement
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, your Directors confirm that:
(a) In the preparation of the annual accounts for financial year ended March 31, 2020,
the applicable accounting standards had been followed along with proper explanation
relating to material departures;
(b) The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit and loss of the Company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) 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.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments which can affect the financial
position of the Company occurred between the end of the financial year of the Company and
date of this report.
INTERNAL FINANCIAL CONTROL
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 companys Internal control systems are commensurate with the nature of its business
and the size and complexity of its operations
RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives. Major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continuing basis. These are
discussed at the meetings of the Board of Directors of the Company.
PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURES
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 provide 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.
DEPOSITS
The Company has not accepted any public deposits and as such, no amount on account of
principal or interest on public deposits was outstanding as on the date of the balance
sheet.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not given any loan, guarantee or has not made any investment pursuant
to section 186 of the Companies Act, 2013.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not yet constituted a Corporate Social Responsibility (CSR) Committee
in accordance with Section 135 of the Companies Act, 2013. The Company does not
compulsorily require forming this committee and hence it has been not yet formed.
VIGIL MECHANISM
The Company has not yet established a vigil mechanism but it will established soon for
Directors and employees to report their genuine concerns, details of which have been given
in the Corporate Governance Report annexed to this Report.
ANNUAL EVALUATION BY THE BOARD
The evaluation framework for assessing the performance of Directors comprises of the
following key areas:
i. Attendance of Board Meetings and Board Committee Meetings
ii. Quality of contribution to Board deliberations
iii. Strategic perspectives or inputs regarding future growth of Company and its
performance
iv. Providing perspectives and feedback going beyond information provided by the
management
v. Commitment to shareholder and other stakeholder interests
The evaluation involves Self-Evaluation by the Board Member and subsequently assessment
by the Board of Directors. A member of the Board will not participate in the discussion of
his / her evaluation.
HOLDING AND SUBSIDIARIES
The Company is neither a holding Company nor a subsidiary Company so far for the F.Y.
2019-20 AUDITORS:
Statutory audit:
M/s. RSVA & Co., Chartered Accountants hold office till the conclusion of ensuing
AGM. Further, M/s RSVA & Co., Chartered Accountants have furnished a certificate to
the effect that their reappointment, if made, would be within the prescribed limits under
Section 141 (3) (g) of the Companies Act,2013 and that they are not disqualified for
reappointment.
The report of the Statutory Auditors along with notes to Schedules is enclosed to this
report. The observations made in the Auditors Report are self-explanatory and therefore
do not call for any further comments.
There are no qualifications, reservations or adverse remarks or disclaimers made by
M/s. RSVA & Co, Statutory Auditors, in their audit report.
The Statutory Auditors have not reported any incident of fraud to the Audit Committee
of the Company in the year under review.
Secretarial audit:
Pursuant to the Provisions of Section 204(1) of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Management Personnel) Rules, 2014, the Company
appointed Miss Neha Saraf, Company Secretary in Practice as Secretarial Auditors of the
Company for the financial year 2019-20.
The Secretarial Audit Report is appended as Annexure to this Report.
Cost audit:
In accordance with Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not
applicable to the Company.
RELATED PARTY TRANSACTIONS
| Name of The Party |
Nature of Transaction |
Amount (Rs) |
| Pankaj Agrawal |
Remuneration to Managing Director |
1,20,000.00 |
| Sakambari Processors Private Limited |
Unsecured Loan Advances |
2,50,00,000.00 |
| Sakambari Processors Private Limited |
Interest on Loan Earned |
4,27,130.00 |
DETAILS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND
OUTGO
(a) Conservation of energy
The particulars regarding foreign exchange earnings and outgo appear as separate items
in the notes to the Accounts. Since the Company does not own any manufacturing facility,
the other particulars relating to conservation of energy and technology absorption
stipulated in the Companies (Accounts) Rules, 2014 are not applicable.
| (i) the steps taken or impact on conservation of energy |
Not Applicable |
| (ii) the steps taken by the Company for utilizing alternate sources of energy |
Not Applicable |
| (iii) the capital investment on energy conservation equipments |
Not Applicable |
(b) Technology absorption
| (i) the efforts made towards technology absorption |
Not Applicable |
| (ii) the benefits derived like product improvement, cost reduction, product
development or import substitution |
Not Applicable |
| (iii) in case of imported technology (imported during the last three years reckoned
from the beginning of the financial year)- |
Not Applicable |
| (a) the details of technology imported |
Not Applicable |
| (b) the year of import; |
Not Applicable |
| (c) whether the technology been fully absorbed |
Not Applicable |
| (d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof |
Not Applicable |
| (iv) the expenditure incurred on Research and Development |
Not Applicable |
(c) Foreign exchange earnings and Outgo
Duringthe year, the no foreign exchange transaction has been made.
Acknowledgement
Your Directors place on record their appreciation for employees at all levels, who have
contributed to the growth and performance of your Company.
Your Directors also thank the clients, vendors, bankers, shareholders and advisers of
the Company for their continued support.
Your Directors also thank the Central and State Governments, and other statutory
authorities for their continued support.
| For and on behalf of the Board |
For and on behalf of the Board |
| Sd/- |
Sd/- |
| Date : 31/07/2020 |
|
| Place : Kolkata |
|
+91-9892691696
