Mar 31, 2014
Dear Members,
The Directors of IDream Film Infrastructure Company Limited (formerly
known as Softbpo Global Services Limited) present the Thirty Third
Annual Report on the operations of the Company, together with the
Audited Accounts for the year ended 31st March, 2014.
Financial Results:
The Financial Results of the Company for the year ended 31st March 2014
are as under:
(Amount in Rupees)
Particulars For the Year ended For the Year ended
31st March 2014 31st March 2013
Total Income - -
Profit / (Loss) before Tax (25,787,795) (2,804,766)
Provision for Tax - -
Profit / (Loss) after Tax (25,787,795) (2,804,766)
Add.:Balance brought forward (6,337,825) (3,533,059)
Balance carried to Balance Sheet (32,125,620) (6,337,825)
Year and Period Under Review:
During the year under review, the Company did not undertake any
business operations. The Company has incurred a Net loss of Rs.
25,787,795/- due to administrative and other expenses.
Dividend:
In view of the losses incurred, your Directors regret their inability
to recommend any dividend for the financial year under review.
Directors:
In accordance with the provisions of Companies Act, 2013, and Articles
of Association of the Company, Mr. Vidhyut Jain, Director of the
Company, shall retire by rotation at the ensuing Annual General Meeting
and being eligible offer himself for re-appointment. The Board of
Directors recommends his re-appointment.
It is proposed to appoint Mr.Vinod Kumar Jain and Ms. Amola Patel as
Independent Directors under the provisions of revised clause 49 of
Listing Agreement and they also meet the criteria of independence as
provided under Section 149(6) of the Companies Act, 2013. It is
proposed to appoint them, in the ensuing Annual General Meeting, as
Independent Director in terms of Section 150(2) of the Companies Act,
2013 for a term of five consecutive years as stated in Section 149(10)
of the Companies Act, 2013 and respective resolutions for the
appointment of independent director to this effect are incorporated in
the Notice of the ensuing Annual General Meeting. Pursuant to the
provisions of Section 160 of the Companies Act, 2013, the Company has
received a Notice in writing from one of the members of the Company,
signifying his intention to propose the candidatures of the said two
Directors for the offices of Independent Directors of the Company,
respectively. In terms of Section 149 (13) of the Companies Act, 2013,
the provisions of Section 152(6) and (7) of the said Act in respect of
retirement of director by rotation shall not be applicable to
appointment of Independent Directors.
Directors'' Resnonsibilitv Statement:
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
to the best of their knowledge and belief confirm that
1. The applicable accounting standards have been followed in the
preparation of the annual accounts and there are no material departure;
2. Such accounting policies have been selected and applied them
consistently and made judgments and estimates that are reasonable and
prudent, so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2014 and the loss of the Company for the
year ended on that date;
3. Proper and sufficient care have been taken for the 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
4. The annual accounts have been prepared on a going concern basis.
Compliance Certificate:
Pursuant to the proviso to Section 383A (1) of the Companies Act, 1956
read with the Companies (Compliance Certificate) Rules 2001,
Secretarial Compliance Certificate obtained from M/s. Rathi &
Associates, Company Secretaries in Whole Time Practice, is attached and
forms part of the Report.
Fixed Deposits:
During the year under review, the Company has neither accepted nor
renewed any fixed deposits within the meaning of Section 58A of the
Companies Act, 1956 and rules made there under.
Subsidiary Company:
A statement under 212(8) of the Companies Act, 1956 in respect of AHA
Parks Limited, a Subsidiary Company is attached as an Annexure to this
Report and forms a part of the Report.
Auditors:
M/s. Kanu Doshi Associates, the Statutory Auditors of the Company
retire at the ensuing Annual General Meeting and are eligible for
re-appointment. The retiring Auditors have furnished a certificate of
their eligibility for re-appointment under third proviso of sub section
(l)of Section 139 of the Companies Act, 2013 and have indicated their
willingness to continue in the said office.
Auditors'' Comments:
Members'' attention is invited to the observations made by the Auditors
in the point ''Emphasis of Matter'' of their Report for the year ended
31st March, 2014, in this regard your Directors state as under:
* As per the observation made by the Auditors in their report, your
Company has incurred losses in the current as well as previous years.
The Company''s accumulated losses exceed its net worth at the balance
sheet date resulting in negative net worth. However the Company''s
accounts are maintained on a going concern basis in view of the
undertaking from its Holding Company for continuous financial support.
The Company''s ability to continue as a going concern.
Other observations, if any, made by the Auditors in their Report read
with relevant notes as given in the Notes on Accounts annexed to the
Accounts, are self explanatory and therefore do not call for any
further comments under Section 217(3) of the Companies Act, 1956.
Conservation of Energy. Research & Development. Technology absorption,
Foreign exchange Earnings and Outgo:
(A) Conservation of Energy and Technology Absorption
Considering the Company''s business activities, the Directors have
nothing to state in connection with Conservation of Energy and
Technology Absorption.
(B) Foreign Exchange Earnings And Outgo
The Company has neither earned nor expended any amount in foreign
exchange during the year under review.
Particulars as per section 217(2A) of Companies Act, 1956
The Company has no employees. Hence, provisions of the Companies
(Particulars of Employees) Rules, 1975, as amended from time to time
are not applicable to the Company.
Acknowledgments:
The Directors place on record its deep appreciation for the dedicated
services of the executives and staff of the Company and also to
Shareholders, Bankers, Statutory Authorities, its patrons and all
organizations connected with the Company for their continuous support.
For and on behalf of the Board
Samir Patil Vidhyut Jain
Director Director
(DIN: 01905667) (DIN: 00480231)
Place: Mumbai
Date: 2nd September, 2014
Registered Office:
Flat No B-4501 & B-4601, Lodha Bellissimo,
Lodha Pavilion, Apollo Mill Compound,
Mahalaxmi,Mumbai 400 011
Tel.: 022 6740 0900 Fax: 022 2438 1374
Email: [email protected]
Website: www.idreamfilminfra.com
Mar 31, 2012
The Directors of IDream Film Infrastructure Company Limited present the
Thirty First Annual Report on the operations of the Company, together
with the Audited Accounts for the year ended 31st March, 2012.
Financial Results:
The Financial Results of the Company for the year ended 31st March
2012 are as under:
(Amount in Rupees)
Particulars For the Year ended For the Year ended
31.03.2012 31.03.2011
Total Income - -
Profit / (Loss) before Tax (664,984) (399,912)
Provision for Tax - -
Profit / (Loss) after Tax (664,984) (399,912)
Add.:Balance brought forward (2,868,075) (2,468,163)
Balance carried to Balance Sheet (3,533,059) (2,868,075)
Year Under Review:
During the year under review, the Company did not undertake any
business operations. The Company has incurred a Net loss of Rs.
664,984/- due to administrative and other expenses.
Dividend
In view of the losses incurred, your Directors regret their inability
to declare any dividend.
Status of Rights Issue
The Company's application under SEBI (Issue of Capital and Disclosure
Requirements), 2009 for proposed Issue for 37,50,000 (Thirty Seven Lacs
Fifty Thousand) Equity Shares on Right Basis has been under
consideration of Securities and Exchange Board of India for a
considerable time and approval is awaited.
Directors
During the period under review, Mr. Pramod Krishna, Director resigned
from the Board of Directors of the Company on IS"1 February, 2012.
The Board places on record its deep appreciation for services rendered
by Mr. Pramod Krishna during his tenure on the Board.
Mr. Samir Patil was appointed as a Director in casual vacancy caused
due to resignation of Mr. Ashish Bhatnagar to hold office upto which
the Original Director would have held office. Accordingly, Mr. Samir
Patil shall vacate his office as a Director of the Company at the
ensuing Annual General Meeting. The Company has received notice
proposing appointment of Mr. Samir Patil as a Director of the Company
and accordingly, the resolution for his appointment is incorporated in
the Notice of the ensuing Annual General Meeting. The Board recommends
his appointment as a Director of the Company.
In accordance with the provisions of Companies Act, 1956 and Articles
of Association of the Company, Mr. Atul Doshi, Director of the Company,
shall retire by rotation at the ensuing Annual General Meting and being
eligible offer himself for re-appointment. The Board of Directors
recommends his re-appointment.
Directors' Responsibility Statement:
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
to the best of their knowledge and belief confirm that:
1. The applicable standards have been followed in the preparation of
the annual accounts and there are no material departure;
2. The Board of Directors of the Company have selected such accounting
policies and applied them consistently and made judgments and estimates
that are reasonable and prudent, so as to give a true and fair view of
the state of affairs of the company as at 31st March, 2012 and the
loss of the Company for the year ended on that date;
3. The Directors have taken proper and sufficient care for the
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
4. The annual accounts have been prepared on a going concern basis.
Compliance Certificate
Pursuant to the proviso to Section 383A (1) of the Companies Act, 1956
read with the Companies (Compliance Certificate) Rules 2001,
Secretarial Compliance Certificate obtained from M/s. Rathi &
Associates, Company Secretaries in Whole Time Practice, is attached and
forms part of the Report.
Fixed Deposits
During the year under review, the Company has neither accepted nor
renewed any fixed deposits within the meaning of Section 58A of the
Companies Act, 1956 and rules made there under.
Subsidiary Company
A statement under 212(8) of the Companies Act, 1956 in respect of AHA
Parks Limited, a Subsidiary Company is attached as an Annexure to this
Report and forms a part of the Report.
Auditors
M/s. Kanu Doshi Associates, the Statutory Auditors of the Company
retire at the ensuing Annual General Meeting and are eligible for
re-appointment. The retiring Auditors have furnished a certificate of
their eligibility for re-appointment under Section 224(1B) of the
Companies Act, 1956 and have indicated their willingness to continue in
the said office.
Auditors' Comments
Members' attention is invited to the observations made by the Auditors
in Clauses (vi) and (vii) of their Report for the year ended 31st
March, 2012, in this regard your Directors state as under:
With respect to the observation made by the Auditors in Clause (vi) of
their Report for non-provision for dimunition in the value of
investments, it may be noted that the investments made are pertaining
to the wholly owned subsidiary which is long term in nature. The
Company is exploring all possible alternatives to increase the net
worth of its wholly owned subsidiary.
With respect to the observation made by the Auditors in Clause (vii) of
their report for the negative net worth, your Directors state that the
Company is in process of raising additional funds through issue of
shares on right basis. The proceeds of the said issue would be utilized
by the Company for its proposed project which is expected to generate
revenue to the Company. Hence, it is expected that that there would be
improvement in the financial position and net worth of the Company in
the coming years.
Other observations, if any, made by the Auditors in their Report read
with relevant notes as given in the Notes on Accounts annexed to the
Accounts, are self explanatory and therefore do not call for any
further comments under Section 217(3)of the Companies Act, 1956.
Conservation of Energy, Research & Development, Technology absorption,
Foreign exchange Earnings and Outgo:
(A) Conservation of Energy and Technology Absorption
Considering the Company's business activities, the Directors have
nothing to state in connection with Conservation of Energy and
Technology Absorption.
(B) Foreign Exchange Earnings And Outgo
The Company has neither earned nor expended any amount in foreign
exchange during the year under review.
Group:
The details of persons constituting "Group" (within the meaning as
defined under the Monopolies and Restrictive Trade Practices Act, 1969)
are disclosed herewith:
Sr.
No. Particulars
1. Companies
AHA Holdings Private Limited
Palm Springs Estate Private Limited
2. Individuals
Shripal S. Morakhia
Kalpana S. Morakhia
Ami A. Jhaveri
3. Trust
Shripal Family Trust
Particulars as per section 217(2A) of Companies Act, 1956
None of the employees of the Company were in receipt of remuneration
equals to or in excess of limit specified under Section217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975, as amended from time to time.
Acknowledgments
The Directors place on record its deep appreciation for the dedicated
services of the executives and staff of the Company and also to
Shareholders, Bankers, Statutory Authorities, its patrons and all
organizations connected with the Company for their continuous support.
For and on behalf of the Board
Atul Doshi Vidhyut Jain
Director Director
Place: Mumbai
Date: 9th August, 2012
Mar 31, 2010
The Directors of IDream Film Infrastructure Company Limited take
pleasure in presenting the Annual Report on the operations of the
company,together with the audited accounts for the year ended
March 31,2010.
Financial Results (Amount in Rupees)
Particulars Year ended Previous Year
ended
31.03.2010 31.03.2009
Total Income 10 -
Profit/(Loss) before Tax (5,15,120) (4,65,916)
Provision for Tax - -
Less: Prior period expenses - -
Profit/(Loss) after Tax (5,15,120) (4,65,916)
Add.: Balance brought forward (19,53,043) (14,87,127)
Balance carried to Balance Sheet (24,68,163) (19,53,043)
Year and Period Under Review:
During theperiodunderreview,theCompanydid not undertake any business
operations.The Company has registered a Net loss of Rs.5,15,120/-due to
administrative and other expenses.
Barring unforeseen circumstances, your Directors are optimistic of
reporting better results in the currentyear.
Dividend
In view of the losses incurred, your Directors regret their inability
to declare any dividend.
Change of Name of the Company
With a view to reflect the holding-subsidiary relationship and also the
actual nature of business in which the company is engaged, has been
changed the name of the Company from "Softbpo Global Services Limited"
to "IDream Film Infrastructure Company Limited". The Company has
received the fresh certificate consequent to change of name of the
Company dated 17th December 2009 from the Registrar of Companies,
Maharashtra.
Status of Rights Issue
Fresh consent of the members was sought at the Extra-Ordinary General
Meeting held 3rd November, 2009 for issue of further shares on Rights
Issue Basis. Your Company had also appointed Merchant Bankers in this
regard. However considering the turmoil witnessed in capital market,
the Company had not filed Draft letter of Offer with the office of
Securities and Exchange Board of lndia
Directors
In accordance with the provisions of Companies Act, 1956 and Articles
of Association of the Company, Mr. Atul Doshi, Director of the Company,
shall retire by rotation at the ensuing Annual General Meeting and
being eligible offer himself forre- appointment. The Board of Directors
recommends his re- appointment.
Responsibility Statement:
Pursuantto Section 217(2AA) of the Companies Act, 1956, the Directors
to the best of their knowledge and belief confirm that:
- The applicable standards have been followed in the preparation of the
annual accounts and there are no material departure;
- The Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as at March 31, 2010 and the loss of the company for the
year ended on that date.
- The Directors have taken proper and sufficient care for the
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
- The Directors have prepared the Annual Accounts of the Company on a
going concern basis.
Compliance Certificate
Pursuant to the proviso to Section 383A (1) of the Companies Act, 1956
read with the Companies (Compliance Certificate) Rules 2001,
Secretarial Compliance Certificate from M/s. Rathi & Associates,
Company Secretaries in Whole Time Practice, is attached to the Report.
Fixed Deposits
During theyearunderreview,thecompanyhasneither accepted nor renewed any
fixed deposits within the meaning of Section
58AoftheCompaniesAct,1956andrulesmade thereunder.
Subsidiary Company
Statement pursuantto Section212 of the Companies Act, 1956 together
with the audited financial statements for the year ended March 31, 2010
and the Reports of the Directors and Auditors thereon of Companys
Subsidiary viz. AHA Parks Limited (Formerly: Valuable Advisors Limited)
is attached herewith and forms a part of this report.
Auditors
M/s. Kanu Doshi Associates, Chartered Accountants, the Statutory
Auditors of the Company retire at the ensuing Annual General Meeting
and are eligible for re-appointment. The retiring Auditors have
furnished a certificate of their eligibility for re-appointment under
Section 224(1B) of the Companies Act,1956andhaveindicated their
willingness to continue in the said office.
Auditors Comments
With respect to the observation made by the Auditors in their Report
for non-provision for diminution in the value of investments, it may be
noted that the investments made are pertaining to wholly owned
subsidiary which is under the management of the Company. The Company is
exploring all possible alternatives to increase the Networth of the
wholly owned subsidiary.
Other Observations,ifany,madebytheAuditors in their Report read with
relevant notes as given in the Notes on Accounts annexed to the
Accounts, are self explanatory and therefore do not call for any
further comments under Section 217 (3) of the CompaniesAct,1956.
Conservation of Energy, Research & Development, Technology absorption,
Foreign exchange Earnings and Outgo:
(A) Conservation of Energy and Technology Absorption
Considering the nature of Companys business activities and since no
business operations were carried on during the fiscal year 2009-10 the
Directors have nothing to state in connection with Conservation of
Energy and Technology Absorption.
(B) Foreign Exchange Earnings And Outgo
The Company has not earned or used any foreign exchange during the year
under review.
Group
"As required under Regulation 3(l)(e)(i) of the Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 1997, persons constituting "Group" (within the meaning as
defined in the Monopolies and Restrictive Trade Policies Act,
1969)forthepurposeofavailing exemption from the applicability of the
provisions of Regulations 10 to 12 of the aforesaid SEBI Regulations
are given as under:
Sr.No. Particulars
1. Companies
IDream Holdings Private Limited
Amar Chitra Katha Private Limited
Palm Springs Estate Private Limited
2. Individuals
Shripal S.Morakhia
Kalpana S. Morakhia
Ami A Javeri
3 Trust
Shripal Family Trust
Particulars as per section 217(2A) of Companies Act, 1956
Statement containing particulars of employees as required
underSection217(2A)oftheCompaniesAct,1956,isnotgiven as none of the
employees of the Company is covered under the provisions of the said
section.
Acknowledgments
The Directors place on record its deep appreciation to Companys
Bankers, Statutory Authorities, its patrons and all organizations
connected with the Company. Shareholders appreciation of the
managements efforts at the General Meetings of the Company and
otherwise, is a great fillip to strive for better performance year
after year
For and on behalf of the Board
Ashish Bhatnagar
Director
Aral Doshi
Director
Place: Mumbai
Date: July 31, 2010