DIRECTORS' REPORT TO THE MEMBERS Your Directors are pleased to present their report on the business and operations of your Company along with the Annual Report and audited financial statements of the Company for the year ended 31st March, 2015. RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act, 2013 in relation to the Audited Financial Statements for the Financial Year 20142015, your Directors confirm that: a. The Financial Statements of the Company - comprising of the Balance Sheet as at 31st March, 2015 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made from the same; b. Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015, and, of the profit of the Company for the year ended on that date; c. Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act, to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities; d. Requisite internal financial controls were laid down and that such financial controls are adequate and operating effectively; and e. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively. FINANCIAL STANDING OF THE YEAR GONE BY: During the year under review, your Company's achieved revenue of Rs. 924,765,260 and PBT of Rs. (6,725,959) as against Rs. 898,820,877 and Rs. (2,435,365) respectively in the previous year. Net Loss after Tax is Rs. 7060822 as compared to Rs. 2,293,267 in the previous year. The increase in loss during the year is primarily due to increase in total costs and stagnated sales growth. DIVIDEND In view of losses incurred by the Company, the Board of Directors express its inability to recommend any dividend on equity shares for the year under review. SHARE CAPITAL As on 31st March, 2015 the Authorized Share Capital of the Company was Rs. 700,000,000/- (Rupees Seventy Crores only) whereas the paid up Capital was Rs. 499,810,550/- (Rupees Forty Nine Crores Ninety Eight Lakhs Ten Thousand Five Hundred and Fifty only) divided into 99962110 shares of Rs. 5/- each fully paid up. During the year under review, Company has not issued any shares or securities convertible into equity shares. SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES The Company does not have any Subsidiary, Joint Venture or an Associate Company. MATERIAL CHANGES AND COMMITEMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY There are no Material Changes and Commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this Report. SHIFT OF REGISTERED OFFICE The registered office of the Company has been shifted within the local limits of the Company from Unit 32/F,Laxmi Vijay Industrial Co-op Society Ltd, Laxmi Industrial Estate, Link Road, Andheri (West),Mumbai-400053 to Bungalow No. 47/47, RSC-6, Survey No. 120,S.V.P. Nagar, Mhada,Four Bungalows, Andheri (West), Mumbai-400053. BOARD MEETINGS During Financial Year 2014-2015 the Board met 7 (seven) times i.e on 29th May, 2014, 13th August 2014, 4th September,2014, 10th October,2014, 12th November 2014, 12th February 2015, and 31st March 2015. Details of the meetings are available in Corporate Governance Report annexed to this report. DIRECTORS AND KEY MANAGERIAL PERSONNEL In pursuance of Section 152 of the Companies Act, 2013 and the rules framed thereunder, Mr. Sandesh Sawant, Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, he has offered himself for re-appointment. In compliance with the provisions of Section 149 of the Companies Act, 2013 & Clause 49 II A the Listing Agreement entered into with the Stock Exchanges, which stipulates appointment of Woman Director, the Company has appointed Mrs. Neha Gupta, who has rich experience in IT and ITES Sectors an Additional Director in the capacity of an Independent Director of the Company by the Board of Directors on 31st March, 2015 and her appointment is proposed to be regularized at the forthcoming Annual General Meeting. The Board recommends to the Members the resolutions for re-appointment of Mr. Sandesh Sawant, as Director of the Company and appointment of Mrs. Neha Gupta as an Independent Director of the Company. During the year under review, Mr. Bimal Kamdar an Independent Director resigned from the Board due to pre-occupation with other activities. The Board of Directors records its sincere appreciation and recognition of the valuable contribution and services rendered by Mr. Bimal Kamdar during his association with the Company. Every new independent director of the Board attends a familiarization program. The program provides an insight into the Company's products, competition, emerging technologies, etc. to gain a better understanding of the business environment as also covers their roles, rights, responsibilities in the company and the regulatory landscape. The familiarization program for Independent Directors is available on Company's website. A formal letter of appointment outlining the role, function, duties and responsibilities is issued to the Independent Director at the time of appointment. The model of the letter of appointment of Independent Director is available on Company's website. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. As stipulated under Clause 49 of the Listing Agreement, brief resumes of the Directors proposed to be appointed / re-appointed, the nature of their expertise in specific functional areas and the names of companies in which they hold directorships and membership / chairmanship of Board Committees, etc. are provided in the Notice forming a part of the Annual Report. In compliance with the requirements of Section 203 of the Companies Act, 2013, Mr. Sandesh Sawant, was appointed as the Chief Financial Officer (CFO) of the Company. The Company is also in the process of appointing a whole time company secretary and searching for a suitable candidate for the same. Other than as stated above, there has been no other change in the Directors or the Key Managerial Personnel during the year under review. CONSTITUTION AND COMPOSITION OF AUDIT COMMITTEE The Company has constituted the Audit Committee under the Chairmanship of Mr. Kunal Ranjan an Independent Director,Mrs. Neha Gupta an Additional Independent Director and Mr. Rajendra Karnik, Managing Director as Members of the Committee. During the year under review Mr. Bimal Kamdar, ceased to be a member of the Committee following his resignation from the Board of the Company. On resignation of Mr. Bimal Kamdar, Mrs. Neha Gupta was inducted in the Audit Committee. AUDIT COMMITTEE RECOMMENDATIONS The committee has recommended to the Board the ratification of re-appointment of, M/s.D. P. Agarwal & Co., Chartered Accountants, as the statutory auditors of the Company, to hold office from the conclusion of the ensuing AGM to the conclusion of the third consecutive AGM, and that the necessary resolutions for appointing them as auditors be placed before the shareholders. During the year, the Board of Directors of the Company accepted all the recommendations put forward to it by the Audit Committee. VIGIL MECHANISM / WHISTLE BLOWER POLICY The Company promotes ethical behavior from all the stakeholders and has developed and implemented a Whistle Blower Policy wherein all the stakeholders are free to report any genuine concerns, actual or suspected fraud or violation of the Company's Code of Conduct or any improper or unlawful activity or any misappropriation of funds etc. Under the Whistle Blower Policy, confidentiality of these reporting violation(s) is protected and they are not subject to any discriminatory practices. The Whistle Blower Policy has been approved by the Board of Directors of the Company. In terms of 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to the provisions of Clause 49 of the Listing Agreement entered into with the Stock Exchange the Vigil Mechanism / Whistle Blower Policy is placed on website of the Company. RISK MANAGEMENT POLICY The Company has established a Risk Management Policy which sets out the Company's principles and processes with regard to identification, analysis and management of applicable risks. The policy mandates the ways in which respective risks are expected to be mitigated and monitored. The Board has constituted a Risk Management Committee to monitor and review the Risk Management Plan for the Company. Risk Management Policy has been approved by the Board of Directors and hosted on the website of the Company. The details of Committee and its terms of reference including elements of risk as identified for the Company are set out in the Corporate Governance Report and Management Discussion and Analysis Report (MDA) forming part of the Board's Report. NOMINATION AND REMUNERATION POLICY The Nomination and Remuneration Committee in its meeting held on 25th August, 2014 had recommended to the Board of Directors a Policy on Directors' Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of a director and relating to remuneration for the Directors, Key Managerial Personnel and Other Employees in terms of sub-section (3) of section 178 of the Companies Act, 2013. The Board of directors in its meeting held on 25th August, 2014 have approved and adopted the same. The said policy is enclosed as Annexure - I to this Report. BOARD EVALUATION In accordance with the requirements of the Companies Act, 2013 and the Clause 49 of the Listing Agreement, the Directors perform annual evaluation of the Board. The evaluation process is led by the Chairman of the Nomination and Remuneration Committee who obtains the feedback of the Board members on contribution of the members, effectiveness of Board processes and areas of improvement. The feedback is used to enhance Board effectiveness and helps in validating that the Board has the right level of expertise. During the year, the performance of the Board and its Committees was evaluated after seeking inputs from all the directors on the basis of the criteria such as the contribution, participation, effectiveness of Board processes, timeliness and relevance of information to the Board, etc. The evaluation also included evaluation of individual directors. In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed. CORPORATE SOCIAL RESPONISIBILITY Pursuant to the provision of section 135(1) of the Companies Act, 2013 every company having Net worth of Rupees Five Hundred or more or Turnover of Rs. One Thousand Crore or more or a Net Profit of Rupees Five Crore or more during any financial year shall constitute a corporate social responsibility committee and formulate a corporate social responsibility policy indicating the activities to be undertaken. As your company does not fall under the above stated criteria; constitution of a Corporate Social Responsibility Committee is not applicable to the Company. The Board of Directors periodically reviews the applicability of CSR rules to the Company. AUDITORS AND AUDITORS' REPORT M/s. D. P. Agarwal &Co, Chartered Accountants had been appointed as statutory auditors of the Company from the conclusion of the AGM of the Company held on 29th September, 2014 until the conclusion of the Third consecutive AGM of the Company, subject to ratification of their appointment at each AGM. The Company has received letter from the statutory auditors to the effect that their appointment, if ratified, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for appointment. The report of Statutory Auditor forming part of this Annual report does not contain any qualification, reservation or adverse remarks. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT M/s. Mayank Arora & Co., Company Secretaries have been appointed as Secretarial Auditors in terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Company and their Secretarial Audit Report is attached as Annexure - II to this Report. Certain observations made in the report with regard to non filing of some forms were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, the company would ensure in future that all the provisions are complied to the fullest extent. INTERNAL AUDIT The Board has appointed M/s. Tejas Nadkarni & Associates, (Membership No. 122993), Chartered Accountants, Mumbai, as Internal Auditors of the Company for conducting the audit of internal records of the Company for the financial year 2014-2015. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES All transactions entered into with Related Parties as defined under Section 2(76) of the Companies Act, 2013 and Clause 49(VII) of the Listing Agreement during the financial year were in the ordinary course of business. There were no materially significant transactions with related parties in the financial year which were in conflict with the interest of the Company and requiring compliance of the provisions of revised Clause 49 of the Listing Agreement. Suitable disclosures as required by the Accounting Standards (AS18) have been made in the notes forming part of the Financial Statements. The Company has framed a related party transactions policy in accordance with the provisions of the Companies Act, 2013 and the Listing Agreement; the same can be viewed on the Company's website. Pursuant to the of provisions of sections 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, Form No. AOC-2, providing the details of related party transactions of the Company is annexed to this report as Annexure III. EXTRACT OF ANNUAL RETURN In terms of Section 134(3) (a) of the Companies Act, 2013 read with Rule 12(1) of Companies (Management & Administration) Rules, 2014, the extracts of Annual Return of the Company in Form MGT.9 is attached as Annexure - IV to this Report. CORPORATE GOVERNANCE The Company has taken appropriate steps and measures to comply with all the corporate governance regulations and related requirements as envisaged under Clause 49 of the Listing Agreement entered with the stock exchanges. A detailed report on Corporate Governance together with the Statutory Auditors' Certificate on compliance is attached to this Annual Report. A certificate from the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the Company confirming internal controls and checks pertaining to financial statements, as also declaring that all Board Members and Senior Managerial Personnel have affirmed compliance with the Code of Ethics and Business Conduct for the financial year ended 31st March, 2015, was placed before the Board of Directors and the Board had noted the same. The said certificate is annexed to the Directors' Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXC HANGE EARNINGS & OUTGO: Since the Company's business does not involve any manufacturing activity, most of the Information as prescribed to be provided under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo is Nil / Not applicable. However the information, as applicable, is furnished hereunder: INTERNAL FINANCIAL CONTROLS The Company has in place adequate internal financial controls for ensuring the orderly & efficient conduct of the business, including adherence to the company's policies, the safe guarding of assets, the prevention & detection of frauds & errors, the accuracy & completeness of accounting records and timely preparation of reliable financial information. DETAILS RELATING TO DEPOSITS Your Company has not accepted any public deposit under Chapter V of the Companies Act, 2013, and Rules framed there under, during the year under review. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS Your company has not directly or indirectly a) Given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of materials if any, b) Given any guarantee or provide security in connection with a loan to any other body corporate or person and c) Acquired by way of subscription purchase or otherwise, the securities of any other body corporate exceeding sixty percent, of its paid-up share capital, free reserve and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more. Particulars of loans, guarantees and investments made by the Company required under section 186 (4) of the Companies Act, 2013 are given in Note No. 9 & 10 to the Financial Statements. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014 The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. SIGNIFICANT AND/OR MATERIAL ORDERS PASSED BY THE REGULATORS No significant or material orders have been passed by any regulators or courts or tribunals impacting the going concern status and Company's operations in future. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 Your Company laid down Anti Sexual Harassment policy and it is made available on the website of the Company. The Company has zero tolerance on Sexual Harassment at workplace. During the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. MANAGEMENT DISCUSSION AND ANALYSIS REPORT A detailed analysis of your Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report. HUMAN RESOURCE MANAGEMENT Being in the business of creativity and business of people, to ensure sustainable business growth and become future ready, over the years your Company has been focusing on strengthening its talent management and employee engagement processes and through the year, organization's engagement scores has improved to highest percentile in the entertainment sector. Your Company continues to build talent pipeline by hiring fresh talent from renowned campuses and nurturing them and identifying / training top performing resources. ACKNOWLEDGEMENTS Employees are our vital and most valuable assets. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution made by employees of the Company at all levels that has contributed to your Company's success and remain in the forefront of Media & Entertainment Business . Your Directors thank and express their gratitude for the support and co-operation received from the shareholders, customers, vendors, bankers, regulatory and Governmental authorities in India and abroad. For and on behalf of the Board of Directors Sd/- Rajendra Sharad Karnik Managing Director DIN: 02220343 Place : Mumbai Date : 5th September, 2015 |