| Dear MEMBERS
The Directors have pleasure in presenting the Twenty Ninth Annual
Report together with the Audited Statement of Accounts of the Company
for the Year ended March 31, 2015.
1. FINANCIAL RESULTS: (Rs. in Lacs)
Particulars March March
31, 2015 31, 2014
Sales and Other Income 12.59 13.30
Profit before depreciation
& taxation (1.65) 1.91
Less: Depreciation 0.00 (19.21)
Less: Deferred Tax 16.59 4.43
Profit after taxation 14.93 (12.87)
Add: Balance brought forward
from previous year (818.19) (805.32)
Surplus available for appropriation (841.63) (818.19)
Appropriations
Deferred Tax Adjustment 17.11 0.00
Advance for FBT Written Off (0.10) 0.00
Transitional Provision for
Depreciation (55.38) 0.00
Balance carried to Balance sheet (841.63) (818.19)
2. OPERATIONAL REVIEW:
Your Company has, during the period under review not done much activity
on operation side. During the year under review, the Company has
incurred an operating Loss of Rs. 1.65 lakhs as against operating profit
of Rs. 1.91 lakhs for the previous year and the total profit of
Rs. 14.93 lakhs as against Loss of Rs. 12.87 lakhs in the previous year.
The Management is putting sincere efforts to start the operation at the
full scale. The Management has decided to keep overhead to bare minimum
till a new business plan with identified revenue streams is in place.
3. DIVIDEND:
Your Directors regret their inability to recommend any Dividend to
equity shareholders for the year 2014-2015.
4. SHARE CAPITAL:
The paid up equity capital as on march 31, 2015 was Rs. 520 Lakhs. The
company has not issued shares with differential voting rights nor
granted stock options nor sweat equity.
5. FINANCE:
Cash and cash equivalents as at March 31, 2015 was Rs. 7.06 lakhs. The
company continues to focus on judicious management of its working
capital, Receivables and other working capital parameters were kept
under strict check through continuous monitoring.
6. FIXED DEPOSITS:
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.
The details of the investments made by company is given in the notes to
the financial statements.
8. INTERNAL CONTROL SYSTEMS AND THEIR 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 defined in the Internal Audit Manual. To
maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee and & to the Board
Chairman & Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations
of the Company.
Based on the report of internal audit function, process owners
undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to
the Audit Committee of the Board.
9. CONSERVATION OF ENERGY:
Since the Company does not fall under the list of industries, which
should furnish this information in Form A annexed to the aforesaid
Rules, the question of furnishing the same does not arise.
10. TECHNOLOGY ABSORPTION:
Company's activities are production of advertisement film by using
in-house know how and no outside technology is being used for making
advertisement films. During the year the company does not get any
contract for production of advertisement films. Therefore no technology
absorption is required. The Company constantly strives for maintenance
and improvement in quality of its products and entire Research &
Development activities are directed to achieve the aforesaid goal.
11. FOREIGN EXCHANGE EARNINGS AND OUT-GO :
During the period under review there was no foreign exchange earnings
or out flow.
12. DIRECTORS:
Director Mr. Pradeep Kumar Daga (DIN 00080515) retire by rotation and,
being eligible, offer himself for re appointment.
Shri Manmohan R. Prahladka (DIN 05160917), a non-executive director
submitted his resignation to the Board on 11th November, 2014 due to
some unavoidable personal reason. The same was accepted by the Board in
its meeting held on 11th November 2014. The Board hereby places on
record its sincerest thanks and gratitude for the invaluable
contribution made by Shri Manmohan R. Prahladka (DIN 05160917) towards
the growth and development of the company during his tenure as a
director. The Board also on behalf of the members wishes to Shri
Manmohan R. Prahladka (DIN 05160917) a long and healthy life.
The Board appointed to Shri Utpal Dey (DIN 06931935) as an additional
director in its Board meeting held on 11th November 2014 under section
161 of the Companies Act, 2013, to hold the office up to the conclusion
of this AGM. The Company has received a notice in writing from a member
signifying his intention to propose Shri Utpal Dey (DIN 06931935) as
candidate for the office of Directors who if appointed be eligible to
retire by rotation.
13. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the working of its Audit, Appointment & Remuneration Committees. The
manner in which the evaluation has been carried out has been explained
in the Corporate Governance Report.
14. REMUNERATION POLICY
The Board has, on the recommendation of the Appointment & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
15. MEETINGS
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year twelve Board Meetings and four Audit
Committee Meetings were convened and held. The details of which are
given in the Corporate Governance Report. The intervening gap between
the Meetings was within the period prescribed under the Companies Act,
2013.
16. DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the directors
would like to state that :
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed.
ii) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 the profit or loss
of the Company for the year under review.
iii) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts on a going concern
basis.
v) The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
vi) The directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
17. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.
18. SUBSIDIARY COMPANIES:
The Company does not have any subsidiary, hence the compliance of
provisions of section 212 of the Companies Act, 1956 are not
applicable.
19. CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company. The Code has been
posted on the Company's website.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees
in their business and in particular on matters relating to integrity in
the work place, in business practices and in dealing with stakeholders.
The Code gives guidance through examples on the expected behavior from
an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code. All Management Staff were given
appropriate training in this regard.
20. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism to deal with instance of fraud and
mismanagement, if any.
In staying true to our values of Strength, Performance and Passion and
in line with our vision of being one of the most respected companies in
India, the Company is committed to the high standards of Corporate
Governance and stakeholder responsibility.
The vigil mechanism ensures that strict confidentiality is maintained
whilst dealing with concerns and also that no discrimination will be
meted out to any person for a genuinely raised concern. The Chairman of
Audit and Chairman of the Board looks into the complaints raised.
21. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code.
All Board Directors and the designated employees have confirmed
compliance with the Code.
22. AUDITOR'S:
Statutory Audit:
The observation made in the Auditors' Report read together with
relevant notes thereon are self explanatory and hence, do not call for
any further comments under Section 134 of the Companies Act, 2013.
M/s. Maroti & Associates, Chartered Accountants, (Firm Registration
Number 322770E) as the Statutory Auditors for a period of 3 years to
hold office from the conclusion of the ensuing Annual General Meeting
(2015) till the Annual General Meeting (2017), subject to ratification
of their appointment at every AGM, during the term of their office.
They have confirmed their eligibility and willingness for appointment
as Statutory Auditors for the aforesaid period, as per Section 141 of
the Companies Act, 2013. The Board of Directors recommends their
appointment to the shareholders.
Secretarial Audit:
As required under section 204 (1) of the Companies Act, 2013 the
Company has obtained a secretarial audit report.
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the company has appointed M/s. P. Doleswar Rao, of company
Secretaries in practice (C.P. No. 14385) to undertake the Secretarial
Audit of the Company. The Secretarial Audit report for the financial
year ended 31st March, 2015 is annexed herewith as "Annexure A" to this
report. The Secretarial Audit Report does not contain any
qualification, reservation and adverse remark.
23. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as " Annexure B".
24. PARTICULARS OF EMPLOYEES: ( rule 5(2) & rule 5(1) )
The information required pursuant to Section 197 read with rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the reports and
accounts are being sent to the members and others entitled thereto,
excluding the information on employees' particulars which is available
for inspection by the members at the Registered office of the company
during business hours on working days of the company up to the date of
ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the company secretary in
advance.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report,
which form an integral part of this Report, are set out as separate
Annexures, together with the Certificate from the auditors of the
Company regarding compliance with the requirements of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement.
ACKNOWLEDGEMENTS:
Your Company and its Directors wish to extend their sincerest thanks to
the Members of the Company, Bankers, State Government, Local Bodies,
Customers, Suppliers, Executives, Staff and workers at all levels for
their continuous cooperation and assistance.
For and on behalf of the
Board of Directors
Vinita Daga
Place : Kolkata Managing Director
Date : May 26, 2015 (DIN 00080647)
|