Dear Members,
The directors have pleasure in presenting their Sixteenth Annual
Report together with the Audited Accounts for the year ended on 31st
March, 2015.
FINANCIAL RESULTS
(Rs. Lac.)
Particulars March 31, 2015 March 31, 2014
Income from Operations 8,595.39 489.27
Other Income 32.32 28.23
Total Income 8,627.71 517.50
Total Expenditure 8,866.89 535.30
Profit /(Loss) before Finance (239.18) (17.80)
Charges, Depreciation and Tax
Finance Charges 3.16 6.75
Profit /(Loss) after interest (242.34) (24.55)
but before Depreciation
Depreciation 20.41 27.42
Profit /(Loss) before Tax (262.75) (51.97)
Provision for Tax
- Current Tax
- Deferred Tax
Prior period Adjustments 1.25
Net Profit /(Loss) for the Year (262.75) (50.72)
Profit /(Loss) brought forward 1,555.31 1,606.04
from previous year
Transitional Depreciation (19.09)
Profit available for Appropriations 1,273.47 1,555.31
Appropriations
Balance Profit /(Loss) carried 1,273.47 1,555.31
forward to Balance Sheet
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 MANAGEMENT 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.
PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS Amount Outstanding as
at 31st March, 2015
Particulars Amount in Rs.
Loan Given 3,541,942
Investment made 2,500
Loan, Guarantee and Investments made
during the Financial Year 2014-15
Name of Entity Relation Amount in Rs.
Select Media Holdings Private Limited - 3,541,942
Punjab & Maharashtra Co-op Bank Limited - 2,500
Name of Entity Particulars of Purpose for
Loan Guarantee which the loans,
and Investments guarantee and
Investments are
proposed to
be utilized
Select Media Holdings Loan Given Business Purpose
Private Limited
Investments Business Purpose
Punjab & Maharashtra Co-op
Bank Limited
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
