1. INTRODUCTION
Directors are elated in presenting the 28thAnnual Report of the Company
along with the Audited Statement of Accounts for the year ended as on 31st March, 2017.
| 2. FINANCIAL RESULTS |
|
|
|
|
(Amount in Rs) |
| Particulars |
Current Financial |
Previous Financial |
|
Year (2016-2017) |
Year (2015-2016) |
| Net Profit/(Loss)Before |
|
|
|
1,99,456 |
2,398,673 |
| Depreciation and Tax |
|
|
| Depreciation |
- |
- |
| Profit /(Loss) before Tax |
1,99,456 |
2,398,673 |
| Provision for Tax |
61,632 |
760,432 |
| Profit/ (loss) after Tax |
1,37,824 |
1,638,241 |
| Balance Brought forward |
(15,420,340) |
(17,025,777) |
| Less:- Income Tax ( Earlier Year) |
(2,760) |
(32,804) |
| Balance carried to Balance |
|
|
|
(15,279,756) |
(15,420,340) |
| Sheet |
|
|
3. BUSINESS OVERVIEW
Due to poor market condition, the Net Profit of the Company has declined from Rs.
16,38,241/- to Rs. 1,37,824/-.The Companys policy of management has provided cushion
effect to the adversities of the market on the performance of Company. The Board of
Directors look towards the future performance with a positive approach.
4. DIVIDEND:
Your Directors feel that it is prudent to plough back the profits for future growth of
the Company and with a view to conserve the resources, they do not recommend any dividend
for the year ended 31st March, 2017.
5. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the provisions of Section 135 of the Companies Act, 2013 are not
applicable.
6. STATUTORY AUDITORS
M/s Dhaval Gala & Associates, Chartered Accountants, retire as the Statutory
Auditors of the company at the conclusion of the ensuing Annual General Meeting. M/s. M/s
Dhaval Gala & Associates, Chartered Accountants, and Statutory Auditors of the Company
have expressed their inability & unwillingness to accept the office in accordance with
the provisions of Section 139 of the Companies Act, 2013. Accordingly, the Board of
directors of the Company subject to the recommendation of the Audit Committee have
proposed the appointment of M/s Prajwal Poojari and Associates, Chartered Accountants as
Statutory Auditors of the Company, and who shall hold office from the conclusion of 28th
Annual General Meeting till the conclusion of 34th Annual General Meeting (subject to
ratification by the members at every Annual General Meeting) and to fix their remuneration
thereof. M/s Prajwal Poojari and Associates, Chartered Accountants have given their
consent and eligibility to act as Statutory Auditors of the Company.
The board recommends the proposed resolution with respect to appointment of M/s Prajwal
Poojari and Associates, Chartered Accountants, as Statutory Auditors of the Company for
your approval as a Ordinary Resolution.
7. SECRETARIAL AUDITORS
M/s. H V Gor & Co, Practicing Company Secretaries have been appointed in the Board
Meeting held on 30th May, 2017 as the Secretarial Auditor of the Company u/s 204 of the
Companies Act, 2013 to conduct Secretarial Audit of the matters of the Company and report
thereof. The Secretarial Auditors Report has been annexed to the Board Report under
Annexure IV.
8. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There was no qualification, reservation or adverse remark made by the Auditors in their
report.
The explanations made by the Board relating to the qualifications, reservations,
adverse remarks made by the Practicing Company Secretary in his Secretarial Audit Report
are furnished as under:
1. The Company has been inviting the applications for the post of Company Secretary in
whole time employment of the Company by issuing classifieds in the newspapers. However,
the Company has failed to receive application from a suitable candidate for the
aforementioned responsibilities.
2. The Company has failed to submit the outcomes with the stock exchange within
stipulated time frame due to inadvertent error. Further, the Company will make sure that
all the required disclosures and intimations will be intimated to the stock exchange.
3. The Company has failed to comply with the Listing Agreement and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, due to genuine oversight on
the part of the Company relating to the publication of notices of Board meetings in news
papers. However, the Company has proposed to comply with the same from this financial
year.
The Company has failed to comply with publication of financial results in newspaper due
to genuine oversight on the part of the Company. However, the Company has proposed to
comply with the same.
4. The Company is not in compliance with Regulation 55A of SEBI (Depositories and
Participants Regulations) 1996 for the quarter ended 31st March, 2016 due to genuine
oversight on the part of the Company. However, the Company has proposed to comply with the
same from this financial year.
5. The Company is not in compliance with Regulation 31(1)(b) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 for the quarter ended 31st
March, 2017 due to genuine oversight on the part of the Company. However, the Company has
proposed to comply with the same.
6. The website of the Company has not been updated due to technical reasons. However,
the Company is in the process of updating the website.
9. DIRECTORS
Mr. Mandar Palav (DIN: 03249718) resigned from the Board on 21st November, 2016 and Mr.
Himanshu Vaidya (DIN:07269291) was appointed in his replacement on 23rd March, 2017. There
were no other change in the Board of Directors of the Company during the financial year
under review. The Board invited applications for the replacement of Mr. Mandar Palav at
the time of his resignation but were able to fill the same only in the month of March,
2017
10 DECLARATION BY THE INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant rules.
11 BOARD MEETINGS
The Board of Directors met Six times during the financial year under review. 27th May,
2016; 8th August, 2016; 31st August, 2016; 12th November, 2016; 11th February, 2017; 22nd
March, 2017.
12 COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION
AND DISCHARGE OF THEIR DUTIES
The provisions of Section 178(1) relating to constitution of Nomination and
Remuneration Committee are not applicable to the Company and hence the Company has not
devised any policy relating to appointment of Directors, payment of Managerial
remuneration, Directors qualifications, positive attributes, independence of Directors and
other related matters as provided under Section 178(3) of the Companies Act, 2013.
13 INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT &
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The Company has not appointed any employee(s) in receipt of remuneration exceeding the
limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014.
14 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has duly set up an Internal Complaints Committee (ICC) in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013, to redress complaints received regarding sexual harassment.
The following is a summary of sexual harassment complaints received and disposed off
during the year 2016-17.
| No of complaints received: |
Nil |
| No of complaints disposed off: |
Nil |
15 DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013,
your Directors state that: a. In the preparation of the annual accounts, the applicable
accounting standards have been followed with proper explanation relating to material
departures, if any; b. They have, in the selection of the accounting policies, consulted
the Statutory
Auditors and have 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 31st March, 2017 and of its Profit for the year ended on that
date; c. They have taken proper and sufficient care to the best of their knowledge and
ability 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; and d. They have prepared the
annual accounts for the year ended 31st March, 2017 on a ‘going concern
basis; and e. They have laid down Internal Financial Controls, which are adequate and are
operating effectively f. They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
16 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
The Company has not advanced any loans nor made any investments and also has not given
any guarantee pursuant to Section 186 of the Companies Act, 2013 during the year under
review .
17 DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES.
It is not proposed to carry any amount to any reserves from the profits of the Company.
Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.
18 MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF
THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company
occurred between the ends of the financial year to which this financial statement relate
on the date of this report.
19 ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO.
The particulars as required under the provisions of Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy and technology absorption are not required to be furnished
considering the nature of activities undertaken by the
Company during the year under review. Further during the year under review,
the Company has neither earned nor used any foreign exchange.
20 STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
The Company has developed & implemented Risk Management Policy. However, Company
has not come across any element of risk which may threaten the existence of the Company.
21 DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /
TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE
There were no material orders passed by the regulators / courts / tribunal impacting
the going concern status and companys operation in future for the financial year under
review.
22 DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE
TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES,
2014:
The Company has an adequate internal financial control system, commensurate with the
size of its business operations.
23 PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE
PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013
There was no contract or arrangements made with related parties as defined under
Section 188 of the Companies Act, 2013 during the year under review.
24 EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule
12 of the Companies (Management and administration) Rules, 2014 is furnished in "Annexure
MGT-9".
25 DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members; a. Mr. Shyam Sundar Parasramka
b. Mr. Krishna Kumar Omprakash Murarka c. Ms. Bhavita Ashiyani
The above composition of the Audit Committee consists of Independent Directors viz.,
Ms. Bhavita Ashiyani and Mr. Krishna Kumar Omprakash Murarka who form the majority.
The Company has established a vigil mechanism and overseas through the committee, the
genuine concerns expressed by the employees and other Directors. The Company has also
provided adequate safeguards against victimization of employees and Directors who express
their concerns. The Company has also provided direct access to the chairman of the Audit
Committee on reporting issues concerning the interests of employees and directors of the
Company.
26 CORPORATE GOVERNANCE:
Your Company is committed to adopting the best Corporate Governance practices. It
believes that proper corporate governance is not just a regulatory compliance but also a
facilitator for enhancement of stakeholders value. Reports on Corporate Governance and
Management Discussions & Analysis are annexed and form part of this report.
27 APPRECIATION AND ACKNOWLEDGEMENT
The Board of Directors wish to place on record their appreciation for the cooperation
and support of the Companys Bankers, its valued customers, employees and all other
intermediaries concerned with the Companys business. Your directors are grateful towards
all members for supporting and sustaining us during the intricate days. We look forward to
your continued support and reiterate that we are determined to ensure that the plans are
successfully implemented.
| Registered Office: |
By Order of the Board of Directors |
| TF4,4th Floor,The Habeeba Arcade No.01, |
For Pine Animation Limited |
| Arumuga,Naicken Street,Opp.SBI Street, |
Sd/- |
| Anna Salai, Chennai-600002. |
Mr. Shyam Sundar Parasramka |
| Date:- 05th Sept 2017 |
(Director) |
|
(Din:-00511476) |
+91-9892691696
