Your Directors take pleasure in presenting the 26th Annual Report of the Companytogether with the Audited Financial Statements for the financial year ended 31st March2019.
The financial performance of the Company for the year ended 31st March 2019 issummarized hereunder:
| || ||(Rs in Lacs) |
|Particulars ||2018-19 ||2017-18 |
|Total Income ||595.55 ||472.02 |
|Total Expenditure ||873.59 ||308.22 |
|Profit before exceptional and extraordinary items and tax ||(278.04) ||161.80 |
|Less: Exceptional item ||- ||- |
|Profit before tax ||(278.04) ||161.80 |
|Tax ||- ||- |
|Net Profit/(Loss) After Tax ||(278.04) ||161.80 |
OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE
The total income of the Company on standalone basis increased to Rs. 595.55 lacs fromRs. 472.02 lacs in the previous year (increased by 20.74%). Total expenditure of theCompany increased from Rs. 308.22 lacs to Rs. 873.59 lacs. The Company has incurred lossof Rs. 278.04 lacs for the year 2018-19.
Your Directors do not recommend any dividend during the year under review.
TRANSFER TO RESERVES
No amount is proposed to be transferred to reserves on accounts of loss incurred duringthe Financial Year 2018-2019.
CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business activities during the financial year2018-19.
The Company has not accepted deposits from the public falling within the ambit ofSection 73 of the Companies Act 2013 and the Rules framed thereunder.
SHARE CAPITAL OF THE COMPANY
The Paid Up Equity Share Capital as at March 31 2019 was Rs.348800000/- dividedinto 34880000 Equity Shares having face value of Rs.10/- each fully paid up. During theyear under review the company has not issued any shares with differential voting rightsnor granted any stock neither options nor sweat equity.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not given any loans made investments and provided any guarantees andsecurities hence provisions of 186 of the Companies Act 2013 does not apply to theCompany.
STATE OF AFFAIRS OF THE COMPANY
The main business activity of the company is of Films Production and Distribution. Thecompany runs through persons having relevant experience and expertise in the concernedarea of operations of the company with motive to take the company at a new stage fromwhere it currently stands.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There are no material changes and commitments affecting the financial position of theCompany that have occurred between the close of the financial year ended 31st March 2019and the date of this Boards Report.
SALE OF STAKE OF COMPANY IN ITS SUBSIDIARY
The Company was having one subsidiary namely Four Lions Films Private Limited and noassociate or joint venture companies within the meaning of Section 2(6) of the CompaniesAct 2013 (the Act). However during the year under review the Board hadproposed to sale the 51% stake of the company in its subsidiary and therefore had calledan Extra Ordinary General Meeting on 24th December2018 and accorded the consent ofshareholders of the company through passing of special resolution. Further the Company hassold its 51% and thus Four Lions Films Private Limited ceases to be a subsidiary of theCompany and therefore the Company have not prepared a Consolidated Financial Statement ofthe Company and of its subsidiary.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Act is annexed as Annexure A which forms anintegral part of this Report and is also available on the Companys website www.52weeksentertainment.com.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act 2013 are not applicable to theCompany for the Financial Year 2018- 2019.
A separate report on Corporate Governance as prescribed under the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 together with a certificatefrom the Companys Auditors confirming compliance forms part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms partof this report.
RISK MANAGEMENT POLICY
Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner; your company periodically assessesrisks in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in the strategy business and operational plans.
The Company has in place a Risk Management Policy (a) to ensure that all the currentand future material risk exposures of the Company are identified assessed quantifiedappropriately mitigated minimized and managed i.e. to ensure adequate systems for riskmanagement. (b) to establish a framework for the companys risk management processand to ensure its implementation. (c) to enable compliance with appropriate regulationswherever applicable through the adoption of best practices (d) to assure business growthwith financial stability.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the SEBI Listing Regulations to report genuine concerns or grievances. The VigilMechanism/ Whistle Blower Policy may be accessed on the Companys websitehttp://www.52weeksentertainment.com.
INTERNAL CONTROL SYSTEMS
Your Company has an effective internal financial control and risk mitigation systemwhich are constantly assessed and strengthened with new revised standard operatingprocedures. The Companys internal control system is commensurate with its sizescale and complexities of its operations. The internal and operational audit is entrustedto M/s. Dhawan & Co Chartered Accountants. The Audit Committee actively reviews theadequacy and effectiveness of the internal financial control systems and suggestsimprovements to strengthen the same.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3)(c) of the Companies Act 2013 the Directors confirm that:
a. In the preparation of the Annual Accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departure if any;
b. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d. The Directors had prepared the annual accounts on a going concern basis;
e. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;
f. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
DIRECTORS & KEY MANAGERIAL PERSONNEL
During the year under review Ms. Karishma Jain (DIN 03053010) Ms. Dhrupa Thakkar (DIN05352292) and Mr. Joe Rajan (DIN 01449240) has resigned as Director of the Company w.e.f.1/11/2018 10/11/2018 and on 3/11/2018.
Mr. Shantanu Sheorey (DIN 00443703) Executive Director is liable to retire by rotationat the ensuing Annual General Meeting and being eligible has offered himself for reappointment. Your board recommends his re-appointment.
Number of meetings of Board of Directors
The Board of Directors of your company met 7 (Seven) times during the Year i.e. on30.05.2018 12.06.2018 14.08.2018 31.10.2018 14.11.2018 21.11.2018 and on 13.02.2019and the gap between two meetings did not exceed the statutory period laid down by theCompanies Act 2013 and the Secretarial Standard-I issued by the Institute of CompanySecretaries of India i.e. One hundred twenty days. The details of number of meetingattended by each directors are given in corporate governance report.
Committees of Board
Currently the Board has 3 (three) Committees: Audit Committee Nomination &Remuneration Committee and Stakeholders Relationship Committee. Details of theconstitution of these Committees terms of reference number of meetings held during theyear under review along with attendance of Committee Members therein are given inCorporate Governance Report which forms part of this report.
Meeting of Independent Directors
The Independent Directors of the Company at their meeting held on 13th February 2019reviewed the performance of non- independent directors and the Board as a whole includingthe Chairman of the Company by taking into consideration views expressed by the executivedirectors and non-executive directors at various level pertaining to the quality quantityand timeliness of flow of information between the Company management and the Board haveexpressed satisfaction.
Declaration from Independent Directors
Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI(Listing Obligation and Disclosure Requirements) Regulation 2015.
Policy on Directors Appointment and Remuneration
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for the selection and appointment of Directors Senior Management andtheir remuneration. The Remuneration Policy and the details pertaining to the remunerationpaid during the year are furnished in the Corporate Governance Report which forms part ofthis report.
Pursuant to the provisions of the Companies Act 2013 SEBI Listing Regulations andCirculars and Guidance Notes issued by SEBI in this regard the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit Nomination and Remuneration and otherCommittees.
STATUTORY AUDITORS AND HIS REPORT
M/s Motilal & Associates. Chartered Accountants were re-appointed as the StatutoryAuditors of the Company to hold office for a period of 5 years till the conclusion of theTwenty Ninth Annual General Meeting of the Company to be held in the year 2022.
The first proviso to section 139(1) of the Companies Act 2013 has been omitted videsection 40 of the Companies (Amendment) Act 2017 notified on 7th May 2018. Therefore itis not mandatory for the Company to place the matter relating to appointment of statutoryauditor for ratification by members at every Annual General Meeting. Hence the Company hasnot included the ratification of statutory auditors in the Notice of AGM.
There is no qualification reservation or adverse remark or disclaimer in audit reportissued by the auditors of the Company.
SECRETARIAL AUDITOR AND HIS REPORT
Pursuant to provisions of Section 204(1) of the Companies Act 2013 read with rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s. Suprabhat Chakraborty Company Secretaries in Practice (C. P.No. 15878) to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportof the Company for the year ended is attached as Annexure B .
There is no qualification reservation or adverse remark or disclaimer in audit reportissued by the Secretarial Auditors of the Company.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under review were onarms length basis and in the ordinary course of business. Further there was onematerial related party transactions during the year under review a detail of which isgiven in Form AOC - 2 and annexed as Annexure C. All relatedparty transactions are mentioned in the notes to the Financial Statements.
AllRelatedPartyTransactionsareplacedbeforetheAuditCommittee.AstatementgivingdetailsofallRelatedPartyTransactionsare placed before the Audit Committee for review and approval on a quarterly basis. Thepolicy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company www.52weeksentertainment.com
The Company has a policy on prohibition prevention and redressal of sexual harassmentof women at workplace and matters connected therewith or incidental thereto covering allthe aspects as contained under "The Sexual Harassment of Women at Work Place (Prevention Prohibition and Redressal ) Act 2013". During the financial year2018-19 no complaint was received under the policy.
PARTICULAR OF EMPLOYEES
Considering the provisions of Section 197(12) of the Act read with the relevant rulesand having referred to provisions of the First Proviso to Section 136(1) of the Act theAnnual Report is being sent to the members of the Company excluding details ofparticulars of employees and related disclosures. The said information/ details areavailable for inspection at the Registered Office of the Company during working hours onany working day. Any member interested in obtaining this information may write to theCompany Secretary and this information would be provided on request.
CONSERVATION OF ENERGY TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company is not engaged in manufacturing activities and as such the particularsrelating to conservation of energy and technology absorption are not applicable. TheCompany makes every effort to conserve energy as far as possible in its post-productionfacilities Studios Offices etc. Particulars regarding Foreign Exchange earnings andoutgo required under the provisions of Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 are given in the notes forming part ofaccounts which forms part of the Annual Report.
HEALTH SAFETY AND ENVIRONMENT
As a responsible corporate citizen your Company lays considerable emphasis on healthsafety aspects of its human capital operations and overall working conditions. Thus beingconstantly aware of its obligation towards maintaining and improving the environment allpossible steps are being taken to meet the toughest environmental standards across variousspheres of its business activities.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS IMPACTING GOING CONCERN STATUS ANDCOMPANYS STATUS IN FUTURE
No significant and material order has been passed by the Regulators Courts andTribunals impacting the going concern status and the Companys operations in future.
The Directors wish to convey their appreciation to the Companys shareholderscustomers suppliers bankers and distributors for the support they have given to theCompany and the confidence which they have reposed in its management and the employees forthe commitment and dedication shown by them.
| ||For and on behalf of Board of Directors |
| ||Sd/- ||Sd/- |
| ||(Shantanu Sheorey) ||(Cyrus Bhot) |
|Date : 14.08.2019 ||WholeTime Director ||Director & CFO |
|Place : Mumbai ||DIN- 00443703 ||DIN- 00443874 |