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Pooja Entertainment & Films Ltd.

BSE: 532011 Sector: Media
NSE: N.A. ISIN Code: INE147C01017
BSE 00:00 | 24 Apr Pooja Entertainment & Films Ltd
NSE 05:30 | 01 Jan Pooja Entertainment & Films Ltd
OPEN 15.20
52-Week high 19.60
52-Week low 13.70
Mkt Cap.(Rs cr) 8
Buy Price 16.00
Buy Qty 32.00
Sell Price 15.20
Sell Qty 89.00
OPEN 15.20
CLOSE 16.00
52-Week high 19.60
52-Week low 13.70
Mkt Cap.(Rs cr) 8
Buy Price 16.00
Buy Qty 32.00
Sell Price 15.20
Sell Qty 89.00

Pooja Entertainment & Films Ltd. (POOJAENTERTAIN) - Director Report

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Company director report


The Members

Pooja Entertainment and Films Limited

Your Directors are pleased to present the Thirtieth Annual Report on the business andoperations of the Company together with the Audited Statements of Accounts for the yearended 31st March 2017.

1. Financial Results:

a. The Company's financial performance for the year under review along with previousyear's figures is given hereunder:

(Rs. in Lacs)
Particulars 2016-2017 2015-2016
Total Income 12074.21 1893.75
Total expenditure 11756.41 1841.40
Profit before taxation 317.80 52.35
Less :Tax Expenses 77.93 6.44
Profit after taxation and prior period adjustments 239.87 45.91
Prior period expenses - -
Profit for the 239.87 45.91

2. Nature of Business:

The Company is engaged in the business of through co-production entertainment and filmsand production of such films and distributing such films in India through music releasetheatrical distribution DVD and VCD release television licensing and other new mediadistribution avenues.

There was no change in the nature of the business of the Company during the year underreview.

3. Review of Operations:

During the year under review the Company recorded the turnover of Rs. 12074.21/- Lacsagainst previous year Rs. 1893.75/- Lacs; Profit before tax stood atRs. 317.80/- Lacs forthe year under review as compared to Rs. 52.35/- Lacs for the previous year; Profit aftertax and prior period adjustment stood at Rs. 239.87/- Lacs for the year under review ascompared to Rs. 45.91/- Lacs for the previous year.

4. Dividend:

With a view to strengthen the financial position of the Company Directors did notrecommend any dividend for the equity shareholders for the financial year 2016- 17.

5. Reserves:

It is not proposed to transfer any amount to reserves out of the profits earned during.Y. 2016-17. F

6. Deposits:

During the year under review your Company did not accept any deposits in terms ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rules 2014.

7. Share Capital:

As on 31st March 2017 the paid up capital is at Rs.45331750/- asagainst Rs.38571250/- as on 31st March 2016. The increase in paid upcapital is due to receipt of calls in arrears. During the year calls in arrears amountingto Rs.6760500/- have been received and as on date there are call in arrears amounting toRs.4673250/-.

8. Cash Flow Statement:

In conformity with the provisions of the Companies Act 2013 and Regulation 34 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 with the Stock Exchanges the Cash Flow Statement for the year ended 31stMarch 2017 is attached in Annual Report.

9. Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and Listing Regulations astructured questionnaire was prepared after taking into consideration of the variousaspects of the Board's functioning composition of the Board and its Committees cultureexecution and performance of specific duties obligations and governance.

The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non-Independent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.

10. Number of Meetings of the Board:

During the year under review five Board meeting were held on May 30 2016 August 252016 September 14 2016 November 14 2016 and February 10 2017. The gap between twomeetings did not exceed one hundred and twenty days.

Details of the Board of Directors and Attendance record of Directors during thefinancial year ended March 31 2017 is as under:

Name of Director Category No. of meeting held No. of meeting attended Last AGM attended
Vashu Bhagnani Managing Director 5 5 Yes
Puja Bhagnani Whole time Director 5 5 Yes
Deepshikha Deshmukh Non Executive Director 5 5 Yes
Vivek Bhole Independent Director 5 5 Yes
Manoj Nihalani Independent Director 5 5 Yes
Kuki Abdul Khan Independent Director 5 5 No

11. Directors and Key Managerial Person:


Pursuant to the provisions of Sections 149 and 152 of Companies Act 2013 and in termsof the Articles of Association of the Company Mrs. Deepshikha Deshmukh Non-ExecutiveDirector of the Company is liable to retire by rotation at the ensuing Annual GeneralMeeting and being eligible offer themselves for reappointment.

In compliance with Regulation 36(3) of the SEBI (Listing Obligation And DisclosureRequirement) Regulations 2015 brief resume expertise and other details of Directorproposed to be re-appointed are provided in the Notice of the Annual General Meetingforming part of this Annual Report.

During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company.

Ms. Vaishali Rathod resigned from the post of Company Secretary w.e.f 18thApril 2016 and Ms. Poonam Pokiya was appointed for the post of Company Secretary andCompliance Officer of the Company on 30 th May 2016.

Key Managerial Personnel:

Pursuant to provisions of Section 203 of the Act the Key Managerial Personnel of theCompany as on March 31 2017 are:

Mr. Dinesh Gupta Chief Financial Officer and Ms. Poonam Pokiya Company Secretary.

Independent Directors:

The Company has complied with the definition of Independence as per regulation 16 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 and accordingto the provisions of section 149 (6) of the Companies Act 2013.

Pursuant to provision of Section 149 of the Act Mr. Vivek Bhole Mr. Kuki Khan and Mr.Manoj Nihalani were appointed as Independent Directors at the Annual General Meeting heldon October 31 2014. They have submitted a declaration that each of them meets thecriteria of independence as provided in Section 149(6) of the Act and there has been nochange in the circumstances which may affect their status as an Independent Directorduring the year.

During the year Independent Directors of the Company met once (1) on 12thJanuary 2017 without attendance of non-independent directors and members of management.All the Independent directors were present at the meeting.

The Independent Directors inter alia reviewed the performance of non-independentdirectors and the Board as a whole assessed the quality quantity and timeliness of flowof information between the Company management and the Board that is necessary for theBoard to effectively and reasonably perform their duties.

12. Committees of Board:

a. Audit Committee:

The Audit Committee reviews the audit reports submitted by the Internal Auditors andStatutory

Auditor financial results effectiveness of internal audit processes and the Company'srisk management strategy. It reviews the Company's established systems and the Committeeis governed by a Charter which is in line with the regulatory requirements mandated by theCompanies Act 2013 and Regulation 18 read with part C of Schedule II of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

The Committee met 4 (four) times during the financial year on May 30 2016 September14 2016 November 14 2016 and February 10 2017. Composition Name of Members andAttendance during the year is as follows:

Name of Director Position Category No. Of meeting held No. of meeting attended
Mr. Vivek Bhole Chairman Non-Executive Independent 4 4
Mr. Kuki Abdul Khan Member Non-Executive Independent 4 4
Mr. Manoj Nihalani Member Non-Executive Independent 4 4

B. Nomination and Remuneration Committee:

This Committee shall identify the persons who are qualified to become Directors of theCompany / who may be appointed in Senior Management in accordance with the criteria laiddown recommend to the Board a policy relating to the remuneration for the Directors KeyManagerial Personnel and other employees.

The Remuneration policy as adopted by the Company envisages payment of remunerationaccording to qualification experience and performance at different levels of theorganization.

The employees in the Company including those rendering clerical administrative andprofessional service are suitably remunerated according to Industry norms.

During the year under review Nomination and Remuneration Committee met 1 (One)Committee Meetings in a year on May 30 2016.

Composition Name of Members and Attendance during the year is as follows:

Name of Director Position Meeting Details
Held Attended
Mr. Kuki Abdul Khan Chairman 01 01
Mr. Vivek Bhole Member 01 01
Mr. Manoj Nihalani Member 01 01

C. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee is constituted in accordance with Section 178of the Companies Act 2013 and applicable rules thereto and as per Regulation 20 of SEBIListing Regulations.

The Committee met 4 (four) times during the financial year on May 30 2016 August 252016 November 14 2016 and February 10 2017.

The table below highlights the composition and attendance of the Members of theCommittee. The necessary quorum was present for all Meetings.

Name of Directors Position Category Meeting Details
Held during the year Attended
Mr. Kuki Abdul Khan Chairman Non-Executive Independent 4 4
Mr. Vivek Bhole Member Non-Executive Independent 4 4
Mr. Manoj Nihalani Member Non-Executive Independent 4 4

13. Details of establishment of Vigil Mechanism for Directors and Employees:

The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Regulations includes an Ethics & Compliance Task Forcecomprising senior executives of the Company. Protected disclosures can be made by awhistle blower through an e-mail or dedicated telephone line or a letter to the TaskForce or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistleblower policy may be accessed on the Company's website.

14. Risk Management Policy:

The Board of Directors of the Company has formulated a Risk Management Policy whichaims at enhancing shareholders' value and providing an optimum risk reward tradeoff. Therisk management approach is based on a clear understanding of the variety of risks thatthe organisation faces disciplined risk monitoring and measurement and continuous riskassessment and mitigation measures.

15. Company's Policy Relating to Directors Appointment Payment of remuneration anddischarge of their duties:

The policy of the Company on Directors' appointment and remuneration including thecriteria for determining qualifications positive attributes independence of Directorsand other related matters as required under Section 178(3) of the Companies Act 2013 isavailable on our website at .

The criteria for performance evaluation of the Board included aspects like Boardcomposition and structure; effectiveness of Board processes information and functioningetc. The criteria for performance evaluation of Committees of the Board included aspectslike composition of Committees effectiveness of Committee meetings etc. The criteria forperformance evaluation of the individual Directors included aspects on contribution to theBoard and Committee meetings like preparedness on the issues to be discussed meaningfuland constructive contribution and inputs in meetings etc.

16. Particulars of Employees:

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 employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered Officeof the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. If any member is interestedin obtaining a copy thereof such member may write to the Company Secretary in thisregard.

17. Policy on Sexual Harassment of Women at Workplace:

The Company is committed to provide a protective environment at workplace for all itswomen employees. To ensure that every woman employee is treated with dignity and respectand as mandated under "The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013." The Company has in place a formal policy forprevention of sexual harassment of its women employees.

During the financial year under review the Company has not received any complaints ofsexual harassment from any of the women employees of the Company.

18. Internal Audit & Controls:

Pursuant to Section 138 of the Companies Act 2013 and Rules made there under theBoard of Directors of Company has appointed M/s. Manish R. Mehta & AssociatesChartered Accountant as its Internal Auditor. During the year the Company continued toimplement their suggestions and recommendations to improve the control environment. Theirscope of work includes review of processes for safeguarding the assets of the Companyreview of operational efficiency effectiveness of systems and processes and assessingthe internal control strengths in all areas. Internal Auditors findings are discussed withthe process owners and suitable corrective actions taken as per the directions of AuditCommittee on an ongoing basis to improve efficiency in operations.

19. Listing:

As on date all the 5000500 Equity Shares of the Company are listed on the BombayStock Exchange Limited (BSE). The Company confirms that it has paid from the the AnnualListing fees for the year to the BSE where the Company's shares are listed.

20. Depository:

Equity shares of the Company are traded in demat form as well as in physical form. Fordematerialization of shares the Company has connectivity with the National SecuritiesDepository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

21. Corporate Social Responsibility:

The provisions of section 135 and Schedule VII of the Companies Act 2013 in respect toCSR is not applicable on your Company.

22. Particulars of contracts or arrangements made with related parties:

All the transactions/contracts/arrangements of the nature as specified in Section188(1) of the Companies Act 2013 entered by the Company during the year under review withrelated party(ies) are in the ordinary course of business and on arms' length basis.Hence Section 188(1) is not applicable and consequently no particulars in form AOC-2 havebeen furnished.

23. Particulars of Loans Guarantees or Investments:

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

24. Subsidiaries Joint Ventures and Associate Companies:

The Company does not have any Subsidiary Joint venture or Associate Company.

25. Disclosure of Orders passed by Regulators or Courts or Tribunal:

No significant and material orders have been passed by any Regulator or Court orTribunal which can have an impact on the going concern status and the Company's operationsin future.

26. Material Changes and Commitments affecting Financial Position between the end ofthe Financial Year and Date of the Report

There are no material changes and commitments affecting the financial position of yourCompany which have occurred between the end of the financial year 2016-17 and the date ofthis report.

27. Statutory Auditors:

Pursuant to the provisions of Section 139(1) of the Companies Act 2013 and theCompanies (Audit and Auditors) Rules 2014 M/s. Jayantilal Thakkar & Co. CharteredAccountants (Firm Registration No. 104133W) the Statutory Auditors of the Company holdoffice upto the conclusion of the Thirty Two Annual General Meeting. However theirappointment as Statutory Auditors of the Company is required to be ratified by members atevery Annual General Meeting. The Company has received a certificate Auditors that theyare eligible to hold office as the Auditors of the Company and are not disqualified forbeing so appointed.

Necessary resolution for ratification of appointment of the said Auditors is includedin the Notice of Annual General Meeting for seeking approval of members.

The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.

28. Secretarial Audit:

In terms of Section 204 of the Companies Act 2013 the Report in respect of theSecretarial Audit carried by M/s B. K. Pradhan & Associates Company Secretary in FormMR-3 for the financial year 2016-17. The report of the Secretarial Auditors is enclosed asAnnexure "A" to this report. The report is self-explanatory and do notcall for any further comments.

29. Annual Return:

The extracts of Annual Return pursuant to the provisions of Section 92 of the CompaniesAct 2013 read with Rule 12 of the Companies (Management and administration) Rules 2014is furnished in Annexure "B" and is attached to this Report.

30. Corporate Governance:

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. As per the Regulation 15of SEBI (Listing Obligations And Disclosure Requirements) Regulations 2015 the provisionrelating to Corporate Governance is not applicable to those listed entity having paid upequity share capital not exceeding rupees ten crore and net worth not exceeding rupeestwenty five crore as on the last day of the previous financial year.

In view of the above provision the Company has not provided Report on CorporateGovernance for the year ended March 31 2017. However where the provisions of theregulations specified in this regulation becomes applicable to the company at a laterdate Company shall comply with the requirements of those regulations within six monthsfrom the date on which the provisions became applicable to the listed entity.

31. Management Discussion and Analysis Report

In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 theManagement's discussion and analysis is set out in this Annual Report.

32. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:

The provisions of Section 134(m) of the Companies Act 2013 do not apply to ourCompany.

During the year ended 31st March 2017 the Company has incurred/receivedfollowing foreign exchange.

Particulars 2016-17 2015-16
(Rs. In Lacs) (Rs. In Lacs)
Outgoings 1594.99 -
Earnings - -

33. Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:—

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(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; and

(e) the Directors in the case of a listed Company had laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

34. Acknowledgement:

The Directors wish to place on record their sincere appreciation and acknowledge withgratitude the support and co-operation extended by the Bankers Shareholders customerssuppliers contractors and other associates for their continued support to the Company.The Directors also place on record their sincere appreciation to the employees at alllevels for their continuing support and efforts in ensuring the heights of success. Welook forward to their continued support in the future.

For and on behalf of the Board
For Pooja Entertainment and Films Limited
Vashu Bhagnani Puja Bhagnani
Managing Director Whole Time Director
DIN: 00043481 DIN: 00044593
Date: 01st September 2017
Place: Mumbai