DIRECTORS' REPORT To, The Members, Your directors have pleasure in presenting their Sixteenth Annual Report together with the Audited Accounts for the year ended on 31st March, 2015. DIVIDEND In view of losses incurred during the year, your directors have not recommended any dividend on equity shares for the year ended on 31st March, 2015. REVIEW OF OPERATIONS During the year under review, income from Post Production activity decreased to 22.21 Lac from 29.63 Lac in the previous year. Income from trading in IPR of Films/Production and Distribution of Films and TV Serials increased to Rs. 8,573.18 Lac from Rs. 16.20 Lac in the previous year. Your Company incurred net loss of Rs.262.75 Lac vis-a-vis Net Loss of Rs. 50.72 Lac in the previous year, after providing for Depreciation of Rs. 20.41 Lac (Previous Year Rs. 27.42 Lac), Current Tax of Rs. Nil (Previous Year Rs.NIL) and Deferred Tax of Rs. Nil (Previous Year Rs.NIL). MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT The Main Object Clause of Memorandum of Association of the Company is altered by inserting the new clauses No.III (A)2, & (A)3 vide special resolution passed by the members through Postal Ballot procedure on 23rd April, 2015. The Company proposes to diversify in the field of manufacture, import, export and generally trading in various items of mass consumption such as Electronic Goods, Electricals, Plastic Raw Material, PVC Resins, Liquid Base, Spices, Tea, Coffee, Sugar, Toiletries, Cosmetics, etc. Your Board of Directors is evaluating various business opportunities in these fields and the Company will commence new business activities after assessing the business potential vis a vis risk associated with the same. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Your Board comprises of 4 (Four) Directors including 2 (Two) 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 Clause 49 of the Listing Agreement. During Financial 2015 your Board met 6 (Six) times details of which are available in Corporate Governance Report annexed to this report. During the year under review, Shri Pravin J. Karia (DIN 00040914)resigned as Director of the Company with effect from 1st April,2015. Your Board places on record its appreciation for contributions made by Shri Pravin J. Karia (DIN 00040914) during his tenure as Non-Independent Director. The Board of Directors appointed Smt. Malavika A. Acharya (DIN 07007469) as an Additional Woman Director with effect from 1st April, 2015 to hold office up to the forthcoming Annual General Meeting. The Company has received a notice in writing from a member along with requisite deposit pursuant to Section 160 of Companies Act, 2013, proposing appointment of Smt. Malavika A. Acharya (DIN 07007469) as Woman Director of the Company. Smt. Malavika A Acharya is wife of Shri Ajay D. Acharya who was the Chief Financial Officer of the Company up to 31st March, 2015 and also holds more than two percent of the total voting power of the Company jointly with Shri Ajay D. Acharya and as such she is considered as Non Independent Director in accordance with the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Your Board has recommended Appointment of Smt. Malavika A. Acharya (DIN 07007469) as Non Independent Woman Director liable to retire by rotation with effect from 1st April, 2015. Shri Ajay D Acharya Chief Financial Officer (CFO) of the Company resigned with effect from 1st April, 2015. The Board of Directors appointed Shri Liladhar M. Sawant as Chief Financial Officer (CFO) in place of Shri Ajay D. Acharya with effect from 1st April, 2015. In terms of Section 152 of the Companies Act, 2013, Shri Gordhan P. Tanwani (00040942), Managing Director (DIN 00040942) retires by rotation at the forthcoming AGM and is eligible for re-appointment. Shri Gordhan P. Tanwani (DIN 00040942) has offered himself for re-appointment. DIRECTORS' RESPONSIBILITY STATEMENT In accordance with Section 134(5) of the Companies Act, 2013, your Board of directors confirms that: i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the said standards; ii) the accounting policies have been consistently applied and reasonable and prudent judgment and estimates have been made so as to give a true and fair view of the loss of the Company for the year ended on 31st March, 2015 and the state of affairs of the Company as at 31st March, 2015 as disclosed in the enclosed accounts; iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; iv) the annual accounts have been prepared on a going concern basis. v) They have laid down internal financial controls for the Company and such financial controls are adequate and operating effectively; and vi) They have devised proper systems to ensure compliance with provision of all applicable laws and such systems are adequate and operating effectively. EXTRACT OF ANNUAL RETURN An extract of the Annual Return as of 31st March, 2015 pursuant to the sub-section (3) of Section 92 of Companies Act, 2013 is appended as an Annexure I to this report. AUDITORS M/s. Prakkash Muni & Associates (Firm Regn. No. 111792W), Chartered Accountants were appointed as Statutory Auditors of your Company at the last 15th Annual General Meeting held on 22nd September, 2014 for a term of three years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting. Your Board of Directors recommend to ratify their reappointment for the year 2015-16. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. CORPORATE GOVERNANCE A separate report on Corporate Governance is provided together with a Certificate from Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Equity Listing Agreement with the Stock Exchange(s). A certificate of the Managing Director and CFO of the Company in terms of Sub-clause IX of Clause 49 of Equity Listing Agreement, inert alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed. BOARD EVALUATION The Nomination & Remuneration Committee of the Board has laid down the evaluation criteria for the performance of executive/Non executive / Independent Directors through a Board effectiveness survey. A questionnaire of the survey is designed with the objective of reviewing the functioning and effectiveness of the Board. Each Board member is requested to evaluate the effectiveness of the members of the Board (other than the Director being evaluated) on the basis of Information flow, decisions- making of the directors , relationship to stakeholders , company performance , company strategy, and the effectiveness of the whole Board and its various committees on a scale of one to five. Evaluation of Independent Directors is done on the basis of their role in Governance, Control and Guidance and more particularly their performance in the following areas: • Their contribution towards monitoring the Company's corporate governance practice • Their participation in formulating business strategies and • Their participation in Board and Committee meetings and generally fulfilling their obligations and fiduciary responsibilities as Directors of the Company. SEXUAL HARASSMENT The Company did not receive any complaint of sexual harassment at workplace during the year under review. SECRETARIAL AUDIT REPORT Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies ( Appointment and Remuneration) Rules ,2014 the Company with approval of Board, appointed M/s Dholakia & Associates LLP, Company Secretaries in practice to undertake, the Secretarial Audit of the Company for the financial year 2014-15. There were no qualification, reservation or adverse remarks give by Secretarial Auditors of the Company. The Detailed Report on Secretarial Audit is appended as an Annexure II to this Report. DEPOSITS Your Company has not invited / accepted any deposits from public under Section 73 and Section 76 of the Companies Act, 2013. RELATED PARTY TRANSACTIONS The Company has not entered into any transactions with related parties, in accordance with the Accounting Standard 18 prescribed by the Institute of Chartered Accountants of India. PARTICULARS OF EMPLOYEES The particulars of employees in accordance with the provision of Section 197(12) of the Companies Act 2013 read with Rule 5 (1) and 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is appended as an Annexure III(a) & an Annexure III (b) to this Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO: Conservation of Energy Your Company's activities do not require substantial energy consumption. However, the Company continues to lay emphasis on reducing energy consumption by constantly monitoring the consumption and taking steps to reduce wasteful use of energy. Export Efforts The Company is engaged in providing post production services to entertainment industry in its post production studio and creating content for Television and also in film production and distribution where there is not much scope for exports. The Company is selling overseas rights of films to domestic distributors. The Company did not have any export income during the year. Foreign Exchange Earning NIL Foreign Exchange Outgo Rs. 261.02 Lac Research & Development, Technology Absorption, Adoption and Innovation The Company has not under taken any Research & Development activity. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES. The Company does not have any Subsidiary, Joint Venture and Associate Company. ACKNOWLEDGEMENT The Board wishes to thank all the Company's customers, film producers, artists and technicians, satellite channels, and company's bankers, who have extended their continuous support to the Company. Your Directors specially thank the shareholders of the Company for having reposed their confidence in the management of the Company and employees and technicians of the Company at all levels for their dedicated services to the Company and the contribution made by them towards working of the Company. For and On behalf of the Board of Directors Gordhan P Tanwani Chairman & Managing Director Place : Mumbai Date : 5th August, 2015 |