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Directors Report of Pooja Entertainment and Films Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present the Twenty Seventh Annual Report together with the audited financial statements of the Company for the

FINANCIAL RESULTS

(Rs. In lacs)

Particulars Year ended Year ended 31.03.2014 31.03.2013

Total Income 6933.86 7152.50

Total Expenditure 6632.12 7020.93

Profit (Loss) Before Taxation 301.74 131.57

Less: Provision for Taxation 145.87 Nil

Less: Prior Period Adjustment 51.15 Nil

Less: Tax Adjustments of Earlier Years Nil Nil

Profit/(Loss) After Taxation and 104.72 131.57 Prior Period Adjustments

Surplus brought forward 142.99 11.43

Amount available for appropriation 247.71 142.99

Balance carried to Balance Sheet 247.71 142.99

OPERATIONAL REVIEW

During the year under review, the Company recorded a turnover of 6933.86 Lacs, as compared to Rs. 7152.50 Lacs during the previous year. Driving northward growth trend in theatrical revenues during the year, reflects the pace with which the Company is aspired to continue producing movies in future both in house and as a joint venture. The Company recorded a profit after tax and Prior period adjustment of Rs. 104.72 Lacs during the year as compared to profit of 131.57 Lacs during the previous year.

Your Company is engaged in the business of entertainment and films either through co-production and production of such films and subsequently exploiting and distributing such films in India through music release, theatrical distribution, DVD and VCD release, television licensing and other new media distribution avenues. Therefore, segment-wise reporting as per accounting standard (AS-17) is not applicable.

DIVIDEND

With a view to strengthen the financial position of the Company, Directors did not recommend any dividend for the equity shareholders for the financial year 2013-14.

LISTING

The equity shares of the Company are listed with BSE Limited. There are no arrears on account of payment of listing fees to the Stock Exchanges.

DEPOSITORY

Equity shares of the Company are traded in D''mate form as well as in physical form. For dematerialization of shares, the Company has connectivity with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

FIXED DEPOSITS

Your Company has not accepted any fixed deposits within the scope of Section 58A of the Companies Act, 1956 during the year.

There are no unclaimed deposits/interest on deposits lying with the Company for more than seven years which are to be transferred to Investor Education & Protection Fund as per sub section 2(c) of Section 205C of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance, key events of the year, industry scenario, risk and future outlook of your Company and its businesses as stipulated in Clause 49 of the Listing Agreement is given in the Management Discussion and Analysis Report annexed hereto and forms part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally.

The Report on Corporate Governance alongwith the Practising Company Secretary Certificate regarding compliance of the conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreement is annexed hereto and forms part of the Annual Report.

In terms of sub-clause (v) of Clause 49 of the Listing Agreement, a certificate from Managing Director and Head of Finance of the Company, inter-alia, confirming the correctness of the financial statements, adequacy of internal control measures and reporting of matters to the Audit Committee in terms of the said clause, is also enclosed as part of the Annual Report.

FUTURE OUTLOOK

The Hindi film industry is the largest contributor to the industry''s revenue, In the 20th Century, Indian cinema took huge strides towards growth and in recent years Indian film industry has undergone a massive change. Today, 21st Century, Indian cinema stands at par with Hollywood cinema. Apart from regular screenings at major international film festivals, the overseas market contributes a sizeable chunk to box office collections. The Indian film industry has reached out further to international audiences through mediums such as DVDs and by screening of films in their country of residence wherever commercially feasible, which contribute substantially to the overall revenue to cinema. Regular foreign Investments made by major global studios such as 20th Century Fox, Sony Pictures, and Warner Bros put a stamp of confirmation that bollywood has etched itself on the global podium.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges, the cash flow statement for the year ended 31st March, 2014 is annexed hereto.

DIRECTORS

Pursuant to the provisions of Sections 149 and 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mrs. Deepshikha Deshmukh, Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themself for re-appointment.

Mr. Manoj Nihlani, Mr. Kuki Abdul Khan and Mr. Vivek Bhole, the Non-Executive Independent Directors, have been appointed as Independent Directors under the provisions of Listing Agreement and they also meet the criterion 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 Directors 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 resolutions to this effect is incorporated in the Notice of the ensuing Annual General Meeting.

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.

In compliance with Clause 49 IV (G) of the Listing Agreement, brief resume, expertise and other details of Director proposed to be re-appointed are attached along with the Notice to the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to requirements of Section 217 (2AA) of the Companies Act, 1956, and on the basis of the information furnished to them by the statutory auditors and management, the Directors confirm that:

a. in preparation of the annual accounts, the applicable Accounting Standards have been followed and there are no material departures;

b. they 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 at the end of the accounting year and of the profit of the Company for the year;

c. they 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 preventing and detecting fraud and other irregularities; and

d. they have prepared annual accounts on a going concern basis.

AUDITORS

M/s. Khandelwal & Khandelwal Associates., Chartered Accountants, have resigned as the Statutory Auditors of the Company vide their letter dated August 14, 2014. The Board has proposed that M/s. Jayantilal Thakkar & Co, Chartered Accountants be appointed as the Statutory Auditors of the Company to fill up the casual vacancy caused due to resignation of M/s. Khandelwal & Khandelwal Associates., and their appointment is subject to approval of members in the ensuring Annual General Meeting of the Company. A resolution proposing appointment of M/s. Jayantilal Thakkar & Co., as the Statutory Auditors of the Company pursu ant to Section 139 of the Companies Act, 2 013 forms part of the Notice.

AUDITORS'' REPORT

The observations and comments given in the Auditors'' Report read together with notes to a c counts are self-explanatory and do not call for any further information and explanation under Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956

No employee of the Company was in receipt of remuneration during the financial year 2013-14 in excess of the sum prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

There are no particulars to be furnished in this Report as required pursuant to the provisions of Section 217(1)(e) of the Companies Act, 1956 with respect to conservation of energy and technology absorption.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year ended March 31, 2014, the Company has incurred/received following foreign exchange:

APPRECIATIONS AND ACKNOWLEDGEMENTS

The Board of Directors takes this opportunity to express their sincere appreciation to investors, bankers, customers, suppliers, auditors for their continued support and cooperation. The Directors extend their sincere gratitude to all the regulatory authorities like SEBI, Stock Exchanges, Registrar of Companies and other Central and State Government authorities / agencies for their support.

The Directors place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry.

For and on Behalf of the Board of Directors

Vashu Bhagnani Managing Director

Place : Mumbai

Date : May 30, 2014


Mar 31, 2013

Dear Members,

The directors are pleased to present the Twenty Sixth Annual Report together with the audited financial statements of the Company for the financial year ended March 31, 2013

FINANCIAL RESULTS

(Rs. in lacs)

Particulars Year Year ended ended 31.03.2013 31.03.2012

Total Income 7152.50 58.15

Total Expenditure 7020.93 27.40

Profit/(Loss)

Before Taxation 131.57 30.75

Less: Provision

for Taxation Nil 12.72

Profit After Taxation 131.57 18.03

Surplus/(Deficit)

brought forward 11.43 (6.61)

Amount available for

appropriation 142.99 11.43

Balance carried to

Balance Sheet 142.99 11.43

DIVIDEND

With a view to strengthen the financial position of the Company, Directors did not recommend any dividend for its equity shareholders for the financial year 2012-13.

OPERATIONAL REVIEW

During the year under review, the Company recorded a turnover of Rs. 7152.50 Lacs, as compared to Rs. 58.15 Lacs during the previous year. Driving northward growth trend in theatrical revenues during the year, reflects the pace with which the Company is aspired to continue producing movies in future both in house and as a joint venture. The Company started its fulfledged operations with three prominent releases namely Azab Gazab Love, Himmatwala (Co-produced with UTV Software Communications Ltd.) and Rangrezz in the financial year 2012-13.The Company recorded

a profit after tax of Rs. 131.57 Lacs during the year as compared to profit after tax of Rs. 18.03 Lacs during the previous year which was primarily driven by increase in revenue.

Your Company is engaged in the business of entertainment and films either through co-production and production of such films and subsequently exploiting and distributing such films in India through music release, theatrical distribution, DVD and VCD release, television licensing and other new media distribution avenues. Therefore, segment-wise reporting as per accounting standard (AS-17) is not applicable.

FUTURE OUTLOOK

India has the potential to be one of the world''s leading markets for the creative industries – both foreign and domestic. The country produces the greatest number of films in the world and boasts a creative and diverse music market and is continuously growing. Hence, the scope of expansion of the Company in this industry is alluring with the penetration of the Company in the area of production. With constant technology improvements and introduction of more areas of exploitation in films, the Company''s outlook includes keeping pace with the advancements in the industry and absorbing the same.

The Company is currently in process of production of the film "Humshakals” starring Saif Ali Khan, Ritiesh Deshmukh, Ram Kapoor, Tamannaah Bhatia, Esha Gupta and others and being directed by Sajid Khan. In addition to this few in-house productions are also in pipeline which further add on Company''s films portfolios.

DIRECTORS

The tenure of the present term of Mr. Vashu Bhagnani, Managing Director of the Company expires on October 31, 2012. The Board of Directors in its meeting held on November 10, 2012 has on the recommendation of the Remuneration Committee re-appointed Mr. Vashu Bhagnani as Managing Director and appointed Mrs. Puja Bhagnani as a Whole Time Director of the Company for a period of 5 years with effect from November 01, 2012, subject to the approval of the members of the Company at the ensuing Annual General Meeting of the Company.

Pursuant to the provisions of Sections 255 and 256 of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Mrs. Deepshikha Deshmukh, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment.

A brief profile of the Director seeking re-appointment covering nature of her expertise in specific functional areas, the names of the companies in which she hold directorship and committee membership is furnished as a part of the Report. Your Board recommends her re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to requirements of Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

a. in preparation of the annual accounts, the applicable Accounting Standards have been followed and there are no material departures;

b. they 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 at the end of the accounting year and of the profit of the Company for the year;

c. they 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 preventing and detecting fraud and other irregularities; and

d. they have prepared annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally.

The Report on Corporate Governance alongwith the Practising Company Secretary Certificate regarding compliance of the conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreement is annexed hereto and forms part of the Annual Report.

In terms of sub-clause (v) of Clause 49 of the Listing Agreement, a certificate from Managing Director of the Company, inter-alia, confirming the correctness of the financial statements, adequacy of internal control measures and reporting of matters to the Audit Committee in terms of the said clause, is also enclosed as part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance, key events of the year, industry scenario, risk and future outlook of your Company and its businesses as stipulated in Clause 49 of the Listing Agreement is given in the Management Discussion and Analysis Report annexed hereto and forms part of the Annual Report.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits within the scope of Section 58A of the Companies Act, 1956 during the year.

There are no unclaimed deposits/interest on deposits lying with the Company for more than seven years which are to be transferred to Investor Education & Protection Fund as per sub section 2(c) of Section 205C of the Companies Act, 1956.

AUDITORS AND AUDITORS'' REPORT

M/s. Khandelwal & Khandelwal Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act. The Board of Directors recommends their re-appointment as Statutory Auditors.

The observations and comments given in the Auditors'' Report read together with notes to accounts are self- explanatory and do not call for any further information and explanation under Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956

No employee of the Company was in receipt of remuneration during the financial year 2012-13 in excess of the sum prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

There are no particulars to be furnished in this Report as required pursuant to the provisions of Section 217(1)(e) of the Companies Act, 1956 with respect to conservation of energy and technology absorption.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year ended March 31, 2013, the Company has incurred/received following foreign exchange:

Particulars 2012-13 2011-12 Rs. in Lacs Rs. in Lacs

Outgoings 303.96

Earnings

APPRECIATIONS AND ACKNOWLEDGEMENTS

The Board of Directors takes this opportunity to express their sincere appreciation to investors, bankers, customers, suppliers, auditors for their continued support and cooperation. The Directors extend their sincere gratitude to all the regulatory authorities like SEBI, Stock Exchanges, Registrar of Companies and other Central and State Government authorities/agencies for their support.

The Directors place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry.

For and on Behalf of the Board of Directors

Vashu Bhagnani Managing Director

Place : Mumbai

Date : May 30, 2013


Mar 31, 2010

FINANCIAL RESULTS

(Rs. in lakhs)

Particulars Year Year

ended ended 31.03.2010 31.03.2009

Total Income 20.00 23.63

Total Expenditure 15.84 18.60

Before Taxation 4.15 5.03

Less: Provision

for Taxation 3.90 4.15

Less: Prior Period

Adjustments - 0.35

Profit/(Loss) After Taxation and Prior Period Adjustments 0.25 0.53

Surplus brought forward 6.09 5.56

Amount available

for appropriation 6.34 6.09

Balance carried to

Balance Sheet 6.34 6.09



RESULTS OF OPERATIONS

During the year under review, the Company recorded a turnover of Rs. 20.00 Lacs, as compared to Rs. 23.63 Lacs recorded during the previous year. The Company recorded a net profit after tax of Rs. 0.25 Lacs as compared to profit of previous year of Rs. 0.53 Lacs during the previous year.

DIVIDEND

In order to further strengthen the Company to expand its business activities and to conserve the financial resources, your Directors regret for their inability to recommend any dividend for the financial year 2009-2010.

SEGMENT PERFORMANCE

At present Company is engaged in the business of entertainment & films only; therefore segment wise reporting as defined in accounting standard (AS-17) is not applicable.

LISTING

As on date all the 50,00,500 Equity Shares of the company are listed on the Bombay Stock Exchange Limited. But from May 2002 Companys shares are suspended for trading from Bombay Stock Exchange Limited (BSE) due to non compliances of certain clauses of Listing Agreement. However the process of revocation of suspension of trading from BSE is going on and after the revocation of suspension of trading Companys shares will continue to trade at the BSE.

The listing fees for the year 2010-2011 has been paid to the Bombay Stock Exchange Limited (BSE).

DEPOSITORY

For dematerialization of shares, Company has connectivity with both the Depositories i.e. National Securities Depository Ltd (NSDL) and Central Depository Services (India) Ltd. (CDSL).

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, the Corporate Governance Report along with Certificate by the Practicing Company Secretary on its Compliances forms a part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges in India, is presented in a separate section which forms part of the Report.

FIXED DEPOSITS

Your company has not accepted any fixed deposits from public/shareholders during the year under review and as such, no amount of principal or interest was outstanding as of the balance sheet date.

DIRECTORS

Mr. Karan Panjwani retires by rotation in accordance with the provisions of Articles of Association of the Company and being eligible, offers himself for re-appointment.

AUDITORS

M/s Khandelwal & Khandelwal Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from them to the effect that their re-appointment, if made would be within the prescribed limits under section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment with in the meaning of section 226 of the said Act.

AUDITORS REPORT

Observations made in the Auditors Report are self- explanatory and therefore do not call for further comments under Section 217(3) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of your company state:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed.

ii. That 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 at the end of the financial year and of the profit/loss of the Company for that period.

111. That 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 safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. That the directors have prepared the annual accounts on going concern basis.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 nobody of the Company is drawing salary or commission, which exceeds the limit set out in the above section. Therefore nothing has been mentioned in this regard.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information required to be given pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 do not apply to the Company.

During the year under review, the company did not earn and outgo of any foreign currency.

APPRECIATION

The Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation extended by the Bankers, Shareholders, customers and look forward to their continued support.

For and on behalf of the Board of Directors

Vashudev Bhagnani Puja Bhagnani

Managing Director Director

Place : Mumbai

Date : 29th May, 2010

 
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