To
The Members
Pritish Nandy Communications Limited
Your Directors present the 30th Annual Report on the business and
operations of the Company together with the audited financial accounts for the financial
year ended March 31, 2023.
FINANCIAL HIGHLIGHTS
Total income for this year was 1,825.08 lakh as compared to
4,466.83 lakh for the earlier year. The Company made a loss of 409.31 lakh before tax as
compared to a loss of 34.59 lakh before tax in the preceding year.
| Particulars |
Standalone |
|
Year ended March 31, 2023 |
Year ended March 31, 2022 |
| Income from operations |
1,825.08 |
4,466.83 |
| Other income |
55.12 |
38.98 |
| Total turnover |
1,880.20 |
4,505.81 |
| Total expenditure |
2,289.51 |
4,540.40 |
| Profit/ (loss) before exceptional and
extraordinary items and tax |
(409.31) |
(34.59) |
| Current tax |
0.00 |
0.00 |
| Profit/ (loss) after current tax |
(409.31) |
(34.59) |
| Deferred tax |
(3.75) |
(14.78) |
| Profit/ (loss) after tax |
(405.56) |
(19.81) |
| Dividend (%) |
0 |
0 |
| Transfer to reserves |
0 |
0 |
| Balance in statement of profit and loss |
(1,049.92) |
(661.12) |
| Paid up capital |
1,466.70 |
1,446.70 |
| Earnings per share ( ) |
(2.80) |
(0.14) |
| Book value per share () |
50.72 |
53.41 |
PRESENT ECONOMIC SITUATION AND PERFORMANCE OF THE COMPANY
During the year under review, two of your Companys new shows,
Season 1 of Modern Love Mumbai and Season 3 of the international Emmy nominated show Four
More Shots Please!, were premiered on Amazon Prime Video, on May 13, 2022 and October 21,
2022 respectively. Both the shows have earned widespread critical acclaim and immense
popularity since their release, and won multiple awards, including the Indian Telly
Streaming Awards 2022, Afaqs! Vdonxt Awards 2023 and E4M Play Streaming Media Awards 2023.
Additionally, the filming of a new young adult drama series for Amazon
Prime Video, set on a university campus, has commenced in Delhi on July 5, 2023.
During the year under review, the Company incurred a loss because some
of the projects which were in the pipeline, did not commence to plan, owing to
recessionary risk-aversion measures taken by our international partners. Hence costs and
overheads could not be fully absorbed. The Company continued to review advance for content
as in the past and has written off an amount of 47.86 lakh incurred on developing
content that is no longer viable to take up in the future in post pandemic scenario.
The core strength of your Company comes from its creative team. This
team has been able to create, develop and ready multiple shows and films, thereby setting
up a resourceful pipeline of projects. Several of these have been shared with streaming
and studio partners, and having been accepted, are now in development and pre-production
stages with various partners. Relying on the same, we hope to take at least one more show
into production in this financial year. With streaming platforms continuing to grow
viewership, the immediate future of the content business looks stable and strong.
Particularly for a Company like yours which makes shows for global audiences. There is
also growing interest from across the world in content emerging from India. And it is
likely that India may soon emerge as an important source of global content in a world that
is increasingly cutting cord and switching over to streaming. Our familiarity with the
English language, our cost structure, our creative and technical talent, and the latest
tech innovations we have adopted give us a strong advantage. As indeed our skill as a
nation of formidable storytellers.
The PNC film library is now streaming on multiple OTT platforms, giving
our earlier work a new life, a new audience apart from those who watch these films on
satellite television on the Star TV platform. This growing viewership strengthens your
Companys repute as Storytellers to the World.
DIVIDEND
Your Directors do not recommend any dividend for this year.
LISTING WITH THE STOCK EXCHANGES
The equity shares of the Company continue to remain listed with the
Bombay Stock Exchange Ltd (BSE) and National Stock Exchange of India Ltd (NSE). The
listing fees payable to both the stock exchanges for the year 2023-24 have been paid.
TRANSFER TO RESERVES
Your Company has not transferred any amount to the general reserve.
DEPOSIT FROM PUBLIC
The Company has not accepted any deposits within the meaning of
Sections 73, 74 and 76 of the Companies, Act 2013 (the Act) and the rules framed
thereunder.
SUBSIDIARIES
The Company has two subsidiaries: PNC Digital Ltd and PNC Wellness Ltd.
There are no associate companies within the meaning of Section 2(6) of the Act. There has
been no material change in the nature of the business of its subsidiaries.
Pursuant to Section 129(3) of the Act, in addition to the financial
statements provided under Section 129(2) of the Act, consolidated financial statements of
the Company and its subsidiaries in the same form and manner as that of its own shall also
be laid before the Annual General Meeting (AGM) of the Company. A statement containing
salient features of the financial statements of the Companys subsidiaries in Form
AOC 1 is appended as Annexure 1.
Pursuant to the provisions of Section 136 of the Act, the financial
statements and consolidated financial statements of the Company along with relevant
documents and separate audited accounts in respect of its subsidiaries are available on
the Companys website www.pritishnandycom.com.
PNC Digital Limited
The principal business of this subsidiary is sourcing content for
digital streaming, setting up delivery systems for digital streaming and running the
business of content aggregation as well as any other technology business using the
internet as its primary delivery platform. This subsidiary explores new opportunities that
may emerge in the streaming business by leveraging the goodwill and stature of the PNC
brand. One of its roles can be that of an intermediary providing distribution services to
content makers. Considering there was nominal revenue generation during the year under
review, the Company has impaired value of its investment in this subsidiary by
17.55 lakh.
PNC Wellness Limited
This subsidiary operates in the wellness business segment which it
pioneered in India when it opened Moksh: The Wellness Place in Mumbai. After a decade of
innovative activity, with rentals increasing and the wellness business, like many others,
shifting to digital platforms, Moksh was shut down.
The subsidiary however continues, intending to use the brands
goodwill and reputation to build a digital opportunity at an appropriate time.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the
best of their knowledge and ability, confirm that:
a. in the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures;
b. they have 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 profit/(loss) of the Company for that period;
c. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for fraud and other irregularities;
d. they have prepared the annual accounts on a going concern basis; e.
they have laid down internal financial controls to be followed by the Company and such
internal financial controls were adequate and operating effectively; f. they have devised
proper systems to ensure compliance with the provisions of all applicable laws and that
such systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, the work performed by the internal,
statutory and secretarial auditors and external consultants, including the audit of
internal financial controls over financial reporting by the statutory auditors and the
reviews performed by 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 effective during FY 2022-2023.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and Articles of
Association of the Company, Pallab Bhattacharya, Director of the Company, retires by
rotation at the ensuing AGM, and being eligible, offers himself for reappointment. A
resolution seeking Shareholders approval for his re-appointment forms part of the
notice.
COMPLIANCE ON CRITERIA OF INDEPENDENCE BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent
Director under Section 149(7) of the Act, that he/ she meets the criteria of independence
laid down in Section 149(6) of the Act and Regulation 25 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
During the year, except for the sitting fees, the Independent Directors
of the Company had no other pecuniary relationship or transactions with the Company.
PARTICULARS OF EMPLOYEES
This disclosure required to be furnished pursuant to Section 197(12)
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is appended as Annexure II.
BOARD MEETINGS HELD DURING THE YEAR
As required under the Act and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, during the year four meetings of the Board of Directors
were held and one meeting of independent Directors was held. The details of the meetings
of the Board are furnished in the Corporate Governance Report.
ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL
DIRECTORS
The Board of Directors has carried out an annual evaluation of its own
performance, Board Committees and individual directors including Independent Directors
pursuant to the provisions of the Act and the Corporate Governance requirements as
prescribed by the Securities and Exchange Board of India (SEBI) and the SEBI Listing
Regulations.
Further, the Independent Directors, at their exclusive meeting held
during the year on March 14, 2023, reviewed the performance of the Board, its Chairman and
Non-Executive Directors and other items as stipulated under the SEBI Listing Regulations.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION
OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF REPORT
There has been no material change and commitment, affecting the
financial performance of the Company occurred between the end of the financial year of the
Company to which the financial statements relate and the date of this report.
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) of the Act has been disclosed in
the Corporate Governance Report, which forms part of this Directors report.
AUDITORS
Statutory Auditors
BD Jokhakar & Co., Chartered Accountants (FRN 104345W) were
re-appointed as Statutory Auditors of the Company for another term of 5 years at the 29th
AGM held on August 26, 2022 on a remuneration mutually agreed upon by the Board of
Directors and the Statutory Auditors till the conclusion of the 34th AGM of the Company to
be held for the financial year 2026-2027. Pursuant to the amendments made to Section 139
of the Act by the Companies (Amendment) Act, 2017 effective from May 7, 2018, the
requirement of seeking ratification of the Members for the appointment of the Statutory
Auditors has been withdrawn from the Statute. Hence the resolution seeking ratification of
the Members for continuance of their appointment at the ensuingAGM is not being sought.
AUDITORS REPORT
The Auditors Report does not contain any qualifications,
reservations or adverse remarks.
In the Emphasis of Matter paragraph, the auditors have stated:
"We draw attention to note 33(b) on the standalone financial
statements which relates to impairment loss of 17.55 lakh in investment in subsidiary
company "PNC Digital Ltd" based on the factors stated in the said note.
We further draw attention to note 35(a) on the standalone financial
statements which describe the facts related to the legal proceedings initiated by the
Company for the recovery of an advance of 150 lakh. The management considers the same as
good and fully recoverable. The legal opinion obtained by the Company supports this. We
have relied on the opinion and consequently the Company has not made provision of any
amount there against.
We further draw attention to note 35(b) on the standalone financial
statements. The Company had received an award of 3.52 crore plus interest of 35 lakh
in its favour in the arbitration filed against White Feather Films (Proprietor Sanjay
Gupta). White Feather Films has gone in appeal against the above said award. The court has
directed the proprietor not to dispose off/ create any third party rights on his
properties which are valued at 12 crore. Proceedings are ongoing and in view of the same
outstanding of 3.18 crore is considered as fully recoverable and consequently there is
no provision made of any amount there against.
Our opinion is not modified in respect of the above matters."
Your Directors confirm that the matters referred to in the segment
relation to Emphasis of Matter by the independent auditors in their report have been
clarified part of the Balance Sheet and Statement of Profit and Loss,
andareself-explanatoryandreproducedbelow .
NOTE 33(b)
PNC Digital Limited
The Company has an investment of 52.65 lakh in equity shares of
subsidiary viz PNC Digital Limited. The Company has agreed to provide its films to this
subsidiary company to explore revenue opportunities on the digital platform and exploit it
to its commercial advantage. During the year this subsidiary has earned a nominal income
from its operational activities. The net worth of this subsidiary is 19.29 lakh as on
March 31, 2023. This subsidiary will continue its efforts in future. Although, this
subsidiary has unfettered access to the film content of the holding company and requires
no additional capital deployment to earn revenue, Company has impaired value of its
investment in this subsidiary by 17.55 lakh for the year under review. NOTE 35(a) The
legal proceedings initiated by the Company for the recovery of an advance of 150 lakh
which was given against the Music, Asian and Indian Satellite rights of a film, where the
Company has lien over the exploitation of the said rights. The management of the Company
considers the same as good and fully recoverable. Legal opinion obtained by the Company
supports this. Auditors have relied on the opinion and consequently no provision has been
made in the accounts at this stage.
NOTE 35(b)
The Company had received an award of 3.52 crore plus interest of 35
lakh in its favour in the arbitration filed against White Feather Films (Proprietor Sanjay
Gupta). White Feather Films has gone in appeal against the award and was directed to
deposit an amount of 3 crore by the Bombay High Court, which they failed to do. The
Company has filed a petition for execution of the arbitration award. The Bombay High Court
has restrained Sanjay Gupta from disposing of, encumbering, alienating, transferring,
parting with possession of or creating any third party rights or interest in his 3
properties in Pune and Khandala valued at 12 crore. The advance of 3.18 crore is
therefore considered as fully recoverable. SECRETARIAL AUDITORS REPORT
VN Deodhar & Company, practicing Company Secretaries, was appointed
to conduct the Secretarial Audit of the Company for the fiscal year 2023, as required
under Section 204 of the Act and rules thereunder. The Secretarial Auditors Report
is given as Annexure III which forms part of this report. The Secretarial Auditors
Report states that during the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned therein.
MANAGEMENT DISCUSSIONS AND ANALYSIS
A detailed report on Management Discussion and Analysis is enclosed
with this report.
INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
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 well defined in the organization. To maintain its objectivity and
independence, the Internal Auditor submits his report to the Audit Committee of the Board.
The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal
control system of the Company, its compliance with operating systems, accounting
procedures and policies of the Company. Based on the report of the Internal Auditor,
officers undertake corrective action in their respective areas and thereby strengthen
control. Audit observations and corrective actions suggested are presented to the Audit
Committee of the Board.
RISK MANAGEMENT
The Company has adopted a Risk Management Policy, pursuant to the
provisions of Section 134 of the Act, which enables identification and evaluation of
business risks and opportunities. This policy seeks to create transparency, minimize
adverse impacts on business objectives and enhance the Companys competitive
advantage. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE ACT
The particulars of loans, guarantees and investments have been
disclosed in the financial statements.
TRANSACTIONS WITH RELATED PARTIES
All Related Party Transactions entered into during the financial year
were on an arms length basis and in the ordinary course of business. Details of
Related Party Transactions are disclosed in note 31 of the Audited Financial Statements of
the Company.
EXTRACT OF ANNUAL RETURN
Under Section 92(3) of the Act, the extract of annual return is given
in Annexure IV in the prescribed form MGT-9, which forms part of the report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act) and Rules made
thereunder, your Company has constituted an Internal Complaints Committee (ICC). While
maintaining the highest governance norms, the Company has, within the ICC, appointed an
external independent person who has worked in this area and has the requisite experience
in handling such matters.
During the year, no complaints were received by the Company.
REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which
required the Statutory Auditors to report to the Audit Committee and/or Board under
Section 143(12) of Act and Rules framed thereunder. CORPORATE SOCIAL RESPONSILITY (CSR)
The Companys CSR policy is aimed at demonstrating care for the community through its
focus on education, skill development, health, wellness and research on content. Further,
in accordance with the provisions of Section 135 of the Act and rules framed thereunder,
the Company has adopted and constituted a CSR Committee of Directors comprising of the
following:
1. Sunil Alagh, Chairman
2. Karan Ahluwalia
3. Pallab Bhattacharya
The detailed policy and constitution of the committee is available on
the Companys website www.pritishnandycom.com.
No CSR provision is applicable for the financial year ended on March
31, 2023 as the average net profit of the Company for the last three financial years is
inadequate.
DISCLOSURE REQUIREMENT
As per SEBI Listing Regulations, Corporate Governance Report with
auditors certificate thereon and Management Discussion andAnalysis are attached,
which forms part of this report.
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and confirms that such systems are adequate and operating
effectively. Details of the familiarization programs of the independent Directors are
available on the website of the Company. Policy for determining material subsidiaries of
the Company is available on the website of the Company. Policy on dealing with related
party transactions is available on the website of the Company. Policy on fair disclosure
and code of conduct required to be set out by the Company under SEBI (PIT) Regulations,
2015 is available on the website of the Company.
The website of the Company is www.pritishnandycom.com.
The Company has formulated and published a Whistle Blower Policy to
provide vigil mechanism for employees including Directors of the Company to report genuine
concerns. The provisions of this policy are in line with the provisions of Section 177(9)
of the Act and the SEBI Listing Regulations. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As per Section 134(3) (m) of the Act, the particulars of Energy
Conservation, Research and Development and Technology Absorption are not applicable to
your Company. Foreign Exchange Earnings and Outgo during the year are given in Annexure V
which forms part of the report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
There are no amounts which remained unclaimed, and unpaid, for a period
of 7 years from the date of declaration of dividend.
ACKNOWLEDGEMENT
The Board thanks all stakeholders in the Company, clients, bankers and
financial institutions for their continued support to the Company and their confidence in
its management. It also wishes to record its appreciation of the efforts put in by all
staff and associates of the Company.
|
For and on behalf of the Board
of Directors |
|
Pallab Bhattacharya |
Raghu Palat |
|
Wholetime Director and CEO |
Director |
|
DIN 00008277 |
DIN 00311994 |
| Mumbai, August 8, 2023 |
|
|
+91-9892691696
