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Directors Report of Baba Arts Ltd.

Mar 31, 2015

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


Mar 31, 2014

Dear Members,

The directors have pleasure in presenting their Fifteenth Annual Report together with the Audited Accounts for the year ended on 31st March, 2014.

FINANCIAL RESULTS

(Rs. Lac.) Particulars March 31, 2014 March 31, 2013

Income from Operations 489.27 842.86

Other Income 28.23 104.76

Total Income 517.50 947.62

Total Expenditure 535.30 780.69 Profit/(Loss) before Finance (17.80) 166.92 Charges, Depreciation and Tax

Finance Charges 6.75 7.02

Profit/(Loss) after interest (24.55) 159.9 but before Depreciation

Depreciation 27.42 27.93

Profit/(Loss) before Tax (51.97) 131.97

Provision for Tax

Current Tax - 36.75

Deferred Tax - 2.41

Prior period Adjustments 1.25 8.62

Net Profit/(Loss) for the Year (50.72) 84.19

Profit/(Loss) brought forward 1606.04 1521.85 from previous year

Profit available for Appropriation 1555.31 1606.04

Appropriations

Balance Profit/(Loss) carried 1555.31 1606.04 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, 2014.

REVIEW OF OPERATIONS

During the year under review, income from Post Production activity decreased to 29.63 Lac from Rs. 32.58 Lac in the previous year. Income from trading in IPR of Films was lower at Rs. 16.20 Lac from Rs. 249.28 Lac in the previous year. Your Company incurred net loss of Rs.50.72 Lac vis-a-vis Net Profit of Rs. 84.19 Lac in the previous year, after providing for Depreciation of Rs. 27.42 Lac (Previous Year Rs. 27.93 Lac), Current Tax of Rs. Nil (Previous Year Rs.36.75 Lac.) and Deferred Tax of Rs. Nil (Previous Year Rs. 2.41 Lac).

UNDER PRODUCTION FILM

Your Company''s under production film titled"Action Jackson" starring Ajay Devgn, Sonakshi Sinha, Yami Gautam and others, Directed by Prabhu Deva and with music by Himesh Reshammiya is nearing completion with major part of the shooting completed. The remaining shooting and post production work is expected to be completed by end of second half of current financial year and the film is tentatively scheduled to be released by end of the year. Your Company has already entered in to an agreement with EROS for sale of worldwide theatrical and satellite rights of the film.

DEPOSITS

Your Company has not invited / accepted any deposits from public within the meaning of Section 58A/58AA of the Companies Act, 1956.

CORPORATE GOVERNANCE

The Corporate Governance Report and Management Discussion and Analysis form an integral part of this report and are set out as separate annexure to this report. The certificate from Auditors of the Company certifying compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement is also annexed to the report on Corporate Governance.

DIRECTORS

Shri Gordhan P. Tanwani, Director (DIN 00040942) retires by rotation and being eligible offers himself for reappointment. Your Board of Directors have proposed to reappoint Shri Gordhan P. Tanwani (DIN 00040942) as a Director. Brief profile of Shri Gordhan P. Tanwani (DIN 00040942) is given in the notice of the Annual General Meeting.

In view of the implementation of the provisions of the Section 149(7) of the Companies Act, 2013 it has been decided by the Board of Directors for continuation of the duration of Shri Sanjiv L. Hinduja, (DIN 00040858) and Shri Santosh A. Shah (DIN 01259840) as Independent Directors for a period of five years effective 1st April, 2014. Details of the proposal for extending the duration of the office of the Independent Directors namely Shri Sanjiv L. Hinduja (DIN 00040858) and Shri Santosh A. Shah (DIN 01259840) are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 annexed to the Notice of the 15th Annual General Meeting.

The Board confirms that it has the required number of Independent Directors as envisaged under Section 149(4) of the Act. Shri Sanjiv L. Hinduja (DIN 00040858) and Shri Santosh A. Shah (DIN 01259840), constitute the Independent Directors and have filed the requisite declarations with Company as per Section 149(7) of the Act to the effect that they are qualified as Independent Directors within the meaning of Section 149(6) of the Act. Appropriate resolutions are being proposed at forthcoming Annual General Meeting to appoint them for a five year term as contemplated under Section 149(10) of the Act.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2001, the directors confirm 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 31 st March, 2014 and the state of affairs of the Company as at 31st March, 2014 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; and

iv) the annual accounts have been prepared on a going concern basis.

RELATED PARTY TRANSACTIONS

In accordance with the Accounting Standard 18 prescribed by the Institute of Chartered Accountants of India, transactions with related parties have been disclosed separately and form a part of this report.

AUDITORS

The Company''s Auditors M/s. Prakkash Muni & Associates (Firm Regn. No. 111792W), Chartered Accountants, retire at the forthcoming Annual General Meeting. They offer themselves for re-appointment from the conclusion of the Fifteenth Annual General Meeting till the conclusion of the Eighteenth Annual General Meeting as per the provisions of the Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. The Auditors have confirmed that they fulfill the criteria as laid down under Section 141 of the Companies Act, 2013 for their appointment as Auditors of the Company.

PARTICULARS OF EMPLOYEES

There were no employees, covered under the purview of Section 217 (2A) of the Companies Act, 1956 and the rules framed there under.

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 387.64 Lac

Research & Development, Technology Absorption, Adoption and Innovation

The Company has not under taken any Research & Development activity.

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, 2014


Mar 31, 2013

To, The Members,

The directors have pleasure in presenting their Fourteenth Annual Report together with the Audited Accounts for the year ended on 31st March, 2013.

FINANCIAL RESULTS (Rs. Lac.)

Particulars March 31, 2013 March 31,2012

Income from Operations 842.86 3450.55

Other Income 104.76 134.93

Total Income 947.62 3585.48

Total Expenditure 780 69 320176

Profit /(Loss) before Finance Charges, Depreciation and Tax 166.92 383.72

Finance Charges 7.02 8.56

Profit/(Loss) after interest but before Depreciation 159.90 375.16

Depreciation 27.93 36.69

Profit /(Loss) before Tax 131.97 338.47

Exceptional Items ------ 6.29

Provision for Tax

-Current Tax 36.75 110.00

- Deferred Tax 2.41 0.63

Prior period Adjustments 8.62 (1.76)

Net Profit/(Loss) for the Year 84 19 235 89

Profit /(Loss) brought forward from previous year 1521.85 1285.96

Profit available for Appropriations 160604 152185

Appropriations

Balance Profit /(Loss) carried forward to Balance Sheet 1606.04 1521.85



DIVIDEND

Your directors have not recommended any dividend on equity shares for the year ended on 31st March, 2013.

REVIEW OF OPERATIONS

During the year under review, income from Post Production activity increased to Rs. 32.58 Lac from Rs. 31.76 Lac in the previous year. Income from trading in IPR of Films was lower at Rs. 842.86 Lac from Rs. 3418.80 Lac in the previous year. Your company earned Net Profit of Rs.84.19 Lac vis-a-vis Net Profit of Rs. 235.89 Lac in the previous year, after providing for Depreciation of Rs. 27.93 Lac, Current Tax of Rs. 36.75 Lac, and accounting for deferred tax of Rs. 2.41 Lac.

DEPOSITS

Your company has not invited / accepted any deposits from public within the meaning of Section 58A/58AA of the Companies Act, 1956.

CORPORATE GOVERNANCE

The Corporate Governance Report and Management Discussion and Analysis form an integral part of this report and are set out as separate annexure to this report. The certificate from Auditors of the company certifying compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement is also annexed to the report on Corporate Governance.

DIRECTORS

Shri Pravin Karia, Director retires by rotation and being eligible offers himself for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2001, the directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

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 profit of the Company for the year ended on 31 st March, 2013 and the state of affairs of the company as at 31st March, 2013 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; and

iv) the annual accounts have been prepared on a going concern basis.

RELATED PARTY TRANSACTIONS

In accordance with the Accounting Standard 18 prescribed by the Institute of Chartered Accountants of India, transactions with related parties have been disclosed separately and form a part of this report.

AUDITORS

The Company''s Auditors M/s. Prakkash Muni & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting, and are eligible for reappointment. The Company has received the certificate to this effect from the Auditors. Your Directors recommend their re-appointment.

PARTICULARS OF EMPLOYEES

There were no employees, covered under the purview of Section 217 (2A) of the Companies Act, 1956 and the rules framed there under.

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.

Foreign Exchange Earning - NIL

Foreign Exchange Outflow - NIL

Research & Development, Technology Absorption, Adoption and Innovation

The Company has not under taken any Research & Development activity.

ACKNOWLEDGEMENT

The Board wishes to thank all the Company''s customers, film producers, artists and technicians, satellite channels, Company''s bankers, who have extended their continued 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 : 12th August, 2013


Mar 31, 2012

The directors have pleasure in presenting their Thirteenth Annual Report together with the Audited Accounts for the year ended on 31st March, 2012.

FINANCIAL RESULTS (Rs. Lac.)

Particulars March 31, 2012 March 31, 2011

Income from Operations 3450.55 9953.97

Other Income 134.93 39.82

Total Income 3585.48 9993.79

Total Expenditure 3201.76 9317.57

Profit /(Loss) before Finance Charges, Depreciation and Tax 383.72 676.22

Finance Charges 8.56 107.30

Profit /(Loss) after interest but before Depreciation 375.16 568.92

Depreciation 36.69 47.09

Profit /(Loss) before Tax 338.47 521.83

Exceptional Item 6.29 -

Provision for Tax

- Current Tax 110.00 177.00

- Deferred Tax 0.63 (1.96)

- Wealth Tax - 0.06

Prior period Income Tax Adjustments (1.76) 0.69

Net Profit /(Loss) for the Year 235.89 346.04

Profit /(Loss) brought forward from previous year 1285.96 939.92

Profit available for Appropriations 1521.85 1285.96

Appropriations

Balance Profit /(Loss) carried forward to Balance Sheet 1521.85 1285.96

DIVIDEND

Your directors have not recommended any dividend on equity shares for the year ended on 31st March, 2012.

REVIEW OF OPERATIONS

During the year under review, income from Post Production activity declined to 31.76 Lac from Rs. 37.70 Lac in the previous year. Income from trading in IPR of Films also was lower at Rs. 3418.80 Lac from Rs. 9916.27 Lac in the previous year. Your company earned Net Profit of Rs.235.89 Lac vis-a-vis Net Profit of Rs. 346.73 Lac in the previous year, after providing for Depreciation of Rs. 36.69 Lac, Current Tax of Rs. 110.00 Lac, and accounting for deferred tax of Rs. 0.63 Lac.

DEPOSITS

Your company has not invited / accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956.

CORPORATE GOVERNANCE

The Corporate Governance Report and Management's Discussion and Analysis form an integral part of this report and are set out as separate annexure to this report. The certificate from Auditors of the company certifying compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement is also annexed to the report on Corporate Governance.

DIRECTORS

Shri Sanjiv Hinduja, Director retires by rotation and being eligible offers himself for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2001, the directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

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 profit of the company for the year ended on 31st March, 2012 and the state of affairs of the company as at 31st March, 2012 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; and

iv) the annual accounts have been prepared on a going concern basis.

RELATED PARTY TRANSACTIONS

In accordance with the Accounting Standard 18 prescribed by the Institute of Chartered Accountants of India, transactions with related parties have been disclosed separately and form a part of this report.

AUDITORS

The company's Auditors M/s. Prakkash Muni & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting, and are eligible for reappointment. The company has received the certificate to this effect from the Auditors. Your Directors recommend their re-appointment.

PARTICULARS OF EMPLOYEES

There were no employees, covered under the purview of Section 217 (2A) of the Companies Act, 1956 and the rules framed there under.

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.

Research & Development, Technology Absorption, Adoption and Innovation

The company has not under taken any Research & Development activity.

ACKNOWLEDGEMENT

The Board wishes to thank all the company's customers, film producers, artists and technicians, satellite channels, company's bankers, who have extended their continued 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

Sd/-

Gordhan P Tanwani

Chairman & Managing Director

Place : Mumbai

Date : 13th August, 2012


Mar 31, 2011

To ,

The Members,

The directors have pleasure in presenting their Twelfth Annual Report together with the Audited Accounts for the year ended on 31st March, 2011.

FINANCIAL RESULTS

(Rs. Lac.)

Particulars March 31,2011 March 31,2010

Income from Operations 9953.97 15772.81

Other Income 39.82 51.36

Total Income 9993.79 15824.17

Total Expenditure 9327.57 14939.25

Profit /(Loss) before Finance Charges, Depreciation and Tax 676.22 884.92

Finance Charges 107.30 18.18

Profit /(Loss) after interest but before Depreciation 568.92 866.74

Depreciation 47.09 51.10

Profit /(Loss) before Tax 521.83 815.64

Provision for Tax

- Current Tax 177.00 282.00

- Deferred Tax (1.96) (2.61)

- Wealth Tax 0.06 -

Net Profit /(Loss) for the Year 346.73 536.25

Prior period Income Tax Adjustments (0.69) (21.31)

Profit /(Loss) brought forward from previous year 939.92 629.89

Profit available for Appropriations 1285.96 1144.84

Appropriations

Transfer to General Reserve - 54.00

Proposed Dividend - 129.00

Tax on Dividend - 21.92

Balance Profit /(Loss) carried forward to Balance Sheet 1285.96 939.92

DIVIDEND

Your directors have not recommended any dividend on equity shares for the year ended on 31st March, 2011.

SHARE CAPITAL

During the year, the company has issued 5,16,00,000 equity shares of Rs. 1/- each as bonus shares in the ratio of one bonus share for every existing share held by the shareholders on 4th October, 2010 being the record date fixed by the Board of Directors for the said purpose. Consequently the paid up share capital of the company has now increased from Rs. 5,16,00,000 to Rs. 10,32,00,000.

REVIEW OF OPERATIONS

During the year under review, income from Post Production activity declined to 37.70 Lac from Rs. 52.10 Lac in the previous year. Income from trading in IPR of Films also was lower at Rs. 9916.27 Lac from Rs.15220.69 Lac in the previous year. Your company earned Net Profit of Rs.346.73 Lac vis-à-vis Net Profit of Rs. 536.25 Lac in the previous year, after providing for Depreciation of Rs. 47.09 Lac, Current Tax of Rs. 177.00 Lac, Wealth Tax of Rs.0.06 Lac and accounting for deferred tax credit of Rs. 1.96 Lac.

DEPOSITS

Your company has not invited / accepted any deposits from public within the meaning of Section 58A & 58AA of the Companies Act, 1956.

CORPORATE GOVERNANCE

The Corporate Governance Report and Management's Discussion and Analysis form an integral part of this report and are set out as separate annexure to this report. The certificate from Auditors of the company certifying compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement is also annexed to the report on Corporate Governance.

DIRECTORS

Shri Pravin J Kaira, Director retires by rotation and being eligible offers himself for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2001, the directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

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 profit of the company for the year ended on 31st March, 2011 and the state of affairs of the company as at 31st March, 2011 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; and

iv) the annual accounts have been prepared on a going concern basis.

RELATED PARTY TRANSACTIONS

In accordance with the Accounting Standard 18 prescribed by the Institute of Chartered Accountants of India, transactions with related parties have been disclosed separately and form a part of this report.

AUDITORS

The company's Auditors M/s. Prakkash Muni & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting, and are eligible for reappointment. The company has received the certificate to this effect from the Auditors. Your Directors recommend their re-appointment.

SUBSIDIARY COMPANY

Mahadev Production Private Limited (MPPL) a subsidiary of the company earned income of Rs. 55.00 Lacs from sale of negative rights of the film "Vijay Bihari Mafia". After writing off the balance cost of production brought forward from the previous year, the subsidiary company has earned a profit before tax of Rs.11.44 Lac. Provision for tax is Rs.3.72 Lac and Net Profit after Tax is Rs. 7.72 Lac.

The report and accounts of MPPL is annexed to this report along with the statement pursuant to Section 212 of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS AND CASH FLOW ANALYSIS

As stipulated by Clause 32 of the listing agreement with stock exchange, the consolidated financial statement have been prepared by the company in accordance with the applicable accounting standards issued by the Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditor's Report form part of this Annual Report.

The consolidated net profit of the company and its subsidiary amounted to Rs.354.45 Lac as against Rs.346.73 Lac for the company on a stand alone basis. The consolidated Cash Flow statement for the year under review is annexed hereto.

PARTICULARS OF EMPLOYEES

The particulars of Employees as perSection 217 (2A) of the Companies Act, 1956 and the rules framed there under are as follows:

Sr. Name Designation Age Experience Total Previous No Remune Employment -ration

1. Shri Chairman & 54 34 2,699,970 - Gordhan P Managing Tanwani Director 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.

Research & Development, Technology Absorption, Adoption and Innovation

The company has not under taken any Research & Development activity.

Foreign Exchange Earnings and Outgo

ACKNOWLEDGEMENT

The Board wishes to thank all the company's customers, film producers, artists and technicians, satellite channels, company's bankers, who have extended their continued 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 the growth of the company.

For and On behalf of the Board of Directors

Gordhan P Tanwani Chairman & Managing Director

Place : Mumbai Date : 26th May, 2011


Mar 31, 2010

The Directors have pleasure in presenting their Eleventh Annual Report together with the Audited Accounts for the year ended on 31st March, 2010.

FINANCIAL RESULTS

(Rs. Lacs.)

Particulars March 31, 2010 March 31, 2009

Income from Operations 15772.81 7754.72

Other Income 51.36 12.36

Total Income 15824.17 7767.08

Total Expenditure 14939.15 7265.45

Profit /(Loss) before Finance Charges, Depreciation and Tax 884.92 501.63

Finance Charges 18.18 19.68

Profit/(Loss) after interest but before Depreciation 866.74 481.95

Depreciation 51.10 51.32

Profit/(Loss) before Tax 815.64 430.63

Provision for Tax

- Current Tax 282.00 150.00

- Deferred Tax (2.61) 1.20

- Fringe Benefit Tax - 0.50

Net Profit /(Loss) for the Year 536.25 278.93

Prior period Income Tax Adjustments (21.31) 0.00

Profit/(Loss) brought forward from previous year 629.89 531.89

Profit available for Appropriations 1144.84 810.82

Appropriations

Transfer to General Reserve 54.00 30.00

Proposed Dividend/ (Interim Dividend ) 129.00 129.00

Tax on Dividend / (Interim Dividend) 21.92 21.92

Balance Profit /(Loss) carried forward to Balance Sheet 939.92 629.89



DIVIDEND

Your Directors are pleased to recommend dividend of Rs. 0.25 per share on (25%) Equity Shares for the year ended on 31st March, 2010 involving a pay out of Rs. 129.00 Lacs plus dividend distribution tax of Rs. 21.92 Lacs.

SHARE CAPITAL

During the year, the Company has subdivided the equity shares of Rs.4/- each into the equity share of Rs.1/- each pursuant to Special Resolution passed at previous AGM held on 29th September, 2009 and accordingly the authorised share capital now comprises of 30,00,00,000 equity shares of Rs.1/- each and Paid up Capital of the Company comprises of 5,16,00,000 equity shares of Rs.1/- each.

REVIEW OF OPERATIONS

During the year under review, income from trading in IPR of Films increased substantially to Rs.15212.58 Lacs from Rs. 7096.13 Lacs in the previous year and Income from Post Production activity declined to Rs. 52.10 Lacs from Rs. 136.32 Lacs in the previous year. Your Company earned Net Profit of Rs.536.25 Lacs vis-a-vis Net Profit of Rs. 278.93 Lacs in the previous year, after providing for Depreciation of Rs. 51.10 Lacs, Current Tax of Rs. 282.00 Lacs and accounting deferred tax of Rs. 2.61 Lacs.

BONUS ISSUE

With a view to bring the paid up capital of the company in sync with the size of business of the company in terms of turnover and total capital employed, the board of directors of the company has decided to issue and allot bonus shares to the existing shareholders of the company in the ratio of one equity shares for every one share held by them by capitalizing an amount of Rs. 516.00 Lacs from the reserves and surplus available for capitalization. The issue and allotment of of bonus shares would be subject to the approval of shareholders in the annual general meeting. Necessary resolution is included in the notice of the 11th Annual General Meeting with a request to the members to approve the same.

DEPOSITS

Your Company has not invited / accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956.

CORPORATE GOVERNANCE

The Corporate Governance Report and Managements Discussion and Analysis form an integral part of this report and are set out as separate Annexure to this Report. The Certificate from Auditors of the company certifying compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is also annexed to the report on Corporate Governance.

DIRECTORS

Shri. Santosh A. Shah, Director retires by rotation and being eligible offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2001, the Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

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 profit of the company for the year ended on 31st March, 2010 and the state of affairs of the company as at 31st March, 2010 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; and

iv) the annual accounts have been prepared on a going concern basis.

RELATED PARTY TRANSACTIONS

In accordance with the Accounting Standard 18 prescribed by the institute of Chartered Accountants of India, transactions with related parties have been disclosed separately and form a part of this report.

AUDITORS

The companys Auditors M/s. Prakkash Muni & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting, and are eligible for reappointment. The company has received the certificate to this effect from the Auditors. Your Directors recommend their re-appointment.

SUBSDIARY COMPANY

Mahadev Production Private Limited (MPPL) a subsidiary of the Company earned income of Rs. 17.50 Lacs from sale of Home Video Rights and exploitation of teretary rights of the film "Vijay Bihari Mafia". The said income has been set off against the cost of production of the film and the balance cost of production is carried forward to be adjusted against future revenues expected from exploitation of other rights of the film.

The report and accounts of MPPL is annexed to this report along with the statement pursuant to Section 212 of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS AND CASH FLOW ANALYSIS

As stipulated by Clause 32 of the listing agreement with stock exchange, the consolidated financial statements have been prepared by the Company in accordance with the applicable accounting standards issued by the Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditors Report for in part of this Annual Report.

The consolidated net profit of the Company and its subsidiary amounted to Rs. 535.91 Lacs as against Rs. 536.25 Lacs for the Company on a stand alone basis. The consolidated Cash Flow statement for the year under review, is annexed hereto.

PARTICULARS OF EMPLOYEES

There were no employees, covered under the purview of Section 217 (2A) of the Companies Act, 1956 and the Rules framed there under.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO.

Conservation of Energy

Your Companys 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.

Research & Development, Technology Absorption, Adoption and Innovation

The Company has not under taken any Research & Development Activity.

Foreign Exchange Earnings and Outgo

a. Foreign Exchange Earnings - Rs. 750.00 Lacs

b. Foreign Exchange Outgo - Rs. 4450.00 Lacs

ACKNOWLEDGEMENT

The Board wishes to thank all the companys customers, film producers, artists and technicians, satellite channels, companys bankers, who have extended their continued 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 the growth of the Company.

For and On behalf of the Board of Directors

Gordhan P. Tanwani

Chairman & Managing Director Place : Mumbai Date : 13th August, 2010



 
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