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  Â
- Deferred Tax  Â
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) Â
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-ÃÂ -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