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Directors Report of Trilogic Digital Media Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 20th Annual Report of your Company along with Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

The financial performance of the Company for the year ended on 31st March 2014 as compared to last year is as follows:

Particulars Rs. (in lacs)

2013-14 2012-13

Turnover 3902.66 655.19

Other Income Nil Nil

Increase/ (decrease) in stock in trade Nil Nil

Total Expenditure 2945.36 297.26

Profit Before Depreciation and Tax 957.31 357.92

Depreciation 1.97 Nil

Profit before Tax 955.34 357.92

Provision for Tax 109.97 17.23

Provision for deferred tax 0.58 Nil

Profit after Tax 844.79 340.68

OPERATIONAL PERFORMANCE:

The Company operates in audio visual licensing, movie syndication and TV production. During the year company had company produced one bollywood movie, Micky Virus which was super hit movie.

During the financial year, there is manifold increase on top line of the company which has increased from Rs. 655 lacs in the last year to Rs. 3902 lacs in the current year. The profits of the company has also increased from Rs.. 340 lacs in the last year to Rs. 844 lacs in the current year.

TRANSFER TO RESERVES:

After appropriation of profits towards dividend and dividend distribution tax, Rs. 4,52,93,283/- stands to the credit of reserves account.

DIVIDEND:

Your directors have recommended a 10% dividend for the year under review. The Board has also recommended a Bonus issue of equity shares in the ratio 1:1.

WITHDRAWAL OF MERGER:

The Board has withdrawn its plan for merger of Snip Entertainment Private Limited and Sphere Entertainment Private Limited (Transferor Companies) with Trilogic Digital Media Limited (Transferee Company) due to change in business strategies.

CHANGE IN REGISTERED OFFICE:

During the year under review, the registered office of the Company was shifted from Jaipur to Mumbai.

SHARE CAPITAL:

The Authorised Share Capital of the Company as on March 31, 2014 is Rs. 20,00,00,000/- divided into 2,00,00,000 Equity Shares of Rs. 10/- each. During the year under review, the Company has made preferential allotment of 13,27,500 equity shares to the promoters and non promoters, thereby increase its paid up capital to Rs. 11,84,13,000/-

DIRECTORS:

During the year under review, the Company has appointed Mr. Vishal Gurnani, Mr. Nailesh Mehta and Mr. Murad Khetani as directors of the Company on April 23, 2013. Mr. Sanjay Vyas was appointed as a Director on 20th December, 2013 and resigned on 13th February 2014.

Mr. Sudhir Singh and Ajit Kumar Joshi have also resigned on 13th February 2014. Mr. Anand Gurnani has resigned on June 01,2013

Post end of the Financial Year, Mr. Anil Wanvari has tendered his resignation on 14th August, 2014.

Post end of the Financial Year, the Company has appointed Mr. Arvind Agarwal and Mr. Shivanshu Pandey as an Additional Directors w.e.f. 29th May 2014 and 14th August, 2014 respectively.

Your approval is solicited for the said appointment of Additional Directors.

Mr. Murad khetani, Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible he has offered himself for re-appointment. Your Board has recommended his re-appointment.

In terms of Section 149 of the Companies Act, 2013, which has come into force with effect from April 01, 2014, an Independent Director shall hold office for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation.

In compliances with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. Nailesh Mehta and Mr. Shivanshu Pandey as Independent Directors is being placed before the Members in General Meeting for their approval. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

Members are requested to refer to the notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors.

SUBSIDIARY:

The Company has one partnership firm as its subsidiary.

AUDITORS:

The Company has received resignation from its former Statutory Auditors M/s. T. R. Chadha & Co. The Board recommends appointment of Subramaniam Bengali Sharma & Associates, Chartered Accountant as Statutory Auditors of the Company from this Annual General Meeting till the conclusion of fifth consecutive Annual General Meeting.

AUDITOR''S OBSERVATIONS:

All observations of the Auditors are self explanatory and therefore do not require to be commented in this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:-

1. That in the preparation of the annual accounts for the year ended March 31,2014; the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the company for the year under review.

3. 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, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended March 31, 2014 on a ''going concern'' basis.

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration in excess of the rates/amounts specified under Section 217 (2A) of the Companies Act, 1956 read with the (Particulars of Employees) Rules, 1975.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

FIXED DEPOSITS:

During the year under review, your Company has not accepted/renewed any deposits within the meaning of section 58A of the Companies, Act 1956 and the rules made there under.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Statement pursuant to Section 217(1) (a) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the report of the Board of Directors) Rules, 1988 has been annexed and forms part of this report.

CORPORSTE GOVERNANCE:

The report of Corporate Governance in the Company has been annexed to this report and forms part of the Director''s report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all its stakeholders for all their supports.

By and on behalf of the Board

Sd/- Sd/-

(Kamlesh Bhanushali) (Sankool Shah) Director Director

Date: 14th August, 2014 Place: Mumbai


Mar 31, 2013

To, The Members

The Directors have pleasure in presenting the Nineteenth Annual Report of your Company along with Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS:

The financial performance of the Company for the year ended on 31st March 2013 as compared to last year is as follows:

Particulars

Rs. (in lacs)

2012-13 2011-12

Turnover 655.19 Nil

Other Income Nil Nil

Increase/ (decrease) in stock in trade Nil Nil

Total Expenditure 297.26 7.50

Profit Before Depreciation and Tax 357.92 (7.50)

Depreciation Nil Nil

Profit before Tax 357.92 (7.50)

Provision for Tax 17.23 Nil

Provision for deferred tax Nil Nil

Profit after Tax 340.68 (7.50)

OPERATIONAL PERFORMANCE:

During the financial year 2012-2013, the Company has ventured into the business of media and advertising and recorded revenue of Rs. 655.19/- lacs. The Company has earned net profit of Rs. 340.68/- lacs during the year as compared to loss of Rs. 7.50/- in the last year. The directors are optimistic about future performance of the Company.

TRANSFER TO RESERVES:

There are no amounts transferred to Reserves during the year under review.

DIVIDEND:

Due to inadequacy of Profit, your directors regret to recommend dividend for the year.

PROPOSED MERGER:

In the Board Meeting held on June 07, 2013, the Board of Directors of the Company has approved the Scheme of Amalgamation which consists of merger of Snip Entertainment Private Limited and Sphere Entertainment Private Limited (Transferor Companies) with Trilogic Digital Media Limited (Transferee Company). The transferor and transferee companies are in the business of media and entertainment. Through the proposed scheme, the management of TDML will be in a position to effectively implement its business plans.

CHANGE IN REGISTERED OFFICE:

During the year under review, the Company has made petition under section 17 of the Companies Act, 1956 to the Regional Director (North Western Region) Ahmedabad for shifting of Registered Office of the Company from the State of Rajasthan to the State of Maharashtra which is under consideration.

SHARE CAPITAL:

The Authorised Share Capital of the Company as on March 31, 2013 is Rs. 20,00,00,000/- divided into 2,00,00,000 Equity Shares of Rs. 10/- each. During the year under review , the Company has increased its authorized share capital from Rs. 10 Cr. to Rs. 20 Cr. divided into 2 Cr. equity shares of Rs. 10/- each and also made preferential allotment of 44,60,000 equity shares to the promoters and non promoters of Rs. 10/- each at Rs. 18/- per share. After the said allotment of shares, the paid up capital of the Company is enhanced to 1,05,13,800 equity shares of Rs. 10/- each.

Your management proposed to make preferential allotment of 29,27,500 new equity shares of Rs. 10/- each to non-promoters as mentioned in the notice of this Annual General Meeting.

DIRECTORS:

Mr. Anil Wanvari was appointed as an Additional Director with effect from November 12, 2012 and Mr. Nailesh Mehta, Mr. Vishal Gurnani and Mr. Murad Khetani were appointed as an Additional Directors with effect from April 23, 2013. They hold office upto the date of conclusion of ensuing Nineteenth Annual General Meeting of the Company. The Company has received notice from members proposing the candidature of Mr. Nailesh Mehta, Mr. Anil Wanvari , Mr. Vishal Gurnani and Mr. Murad Khetani as Directors of the Company in terms of Section 257 of the Companies Act, 1956.

Post financial year, Mr. Anand Gurnani has resigned from the position of director of the Company with effect from June 01, 2013.

AUDITOR''S OBSERVATIONS:

All observations of the Auditors are self explanatory and therefore do not require to be commented in this report.

AUDITORS:

The Company has received resignation from its former Statutory Auditors M/s. Subramaniam Bengali Sharma & Associates, Chartered Accountant. The Board recommends appointment of M/s. T. R. Chadha & Co., Chartered Accountants as Statutory Auditors of the Company from this Annual General Meeting till the conclusion of next Annual General Meeting.

The Company has received letter from M/s. T. R. Chadha & Co., Chartered Accountants, to the effect that their appointment, if made, would be made within the prescribed limits under section 224(1B) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:- 1. That in the preparation of the annual accounts for the year ended March 31, 2013; the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the company for the year under review.

3. 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, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended March 31, 2013 on a ‘going concern'' basis.

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration in excess of the rates/amounts specified under Section 217 (2A) of the Companies Act, 1956 read with the (Particulars of Employees) Rules, 1975.

FIXED DEPOSITS:

During the year under review, your Company has not accepted/renewed any deposits within the meaning of section 58A of the Companies, Act 1956 and the rules made there under.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Statement pursuant to Section 217(1) (a) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the report of the Board of Directors) Rules, 1988 has been annexed and forms part of this report.

CORPORATE GOVERNANCE:

The report of Corporate Governance in the Company has been annexed to this report and forms part of the Director''s report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all its stakeholders for all their supports.

By and on behalf of the Board

Sd/- Sd/-

(Kamlesh Bhanushali) ( Harish Patil )

Director Director

Date: 22nd June, 2013

Place: Mumbai


Mar 31, 2010

The Directors have pleasure in presenting the Sixteenth Annual Report of your Company along with Audited Account for the year ended 31st March, 2010.

FINANCIAL RESULTS:

The financial performance of the Company for the year ended on 31st March 2010 as compared to last year is as follows:

Particulars Rs. (in lacs)

2009-2010 2008-2009

Turnover 0.68 0.00

Other Income 0.29 0.00

Increase/ (decrease) in stock in trade (3.78) 0.00

Total Expenditure 1.14 4.81

Profit Before Depreciation and Tax (3.95) (4.81)

Depreciation Nil Nil

Profit before Tax (3.95) (4.81)

Provision for Tax Nil Nil

Provision for deferred tax Nil Nil

"Profit after Tax (3.95) (4.81)

OPERATIONAL PERFORMANCE:

The manufacturing activity of the Company is fully closed. The losses incurred during the year are due to non operative activities.

The Management is putting efforts in reviving the activities of the Company by diversification of business of the Company from Manufacturing to media Industry. Towards this direction your company has broad based its Board by inviting experts from media and finance industry. Mr. Ratish Tagde who is a veteran media man and owns a reputed event management company has agreed to join the Board. Company is confident of doing progressing under his able guidance. Mr. Vijay Poddar who is a finance and capital market expert has joined the Board to guide the company towards financial engineering restructuring for the purpose of putting the back on track. The Management is hopeful to revive the operations within a year in the field of media & entertainment.

REVOCATION OF SUSPENSATION:

Currently the scrip of the Company is suspended from the BSE. The management has taken effective steps for revocation of suspension. Post end of the financial year, the Company has complied with all the compliances with the listing agreement and has also paid outstanding listing fees. The Management is confident of revocation of suspension of the Company within next financial year.

TRANSFER TO RESERVES:

There are no amounts transferred to Reserves during the year under review.

DIVIDEND:

Due to absence of losses, your directors regret to recommend dividend for the year.

DIRECTORS:

Shri. Virchand Gada, Director retires by rotation in terms of Articles of Association of the Company at the ensuing Annual General Meeting and he is eligible for the re-appointment.

Mr. Bharat Gada and Mr. Surinder Bhatia are the other directors. During the year under review, Mr. Ratish Tagde and Mr. Vijay Poddar have been appointed as an Additional Directors of the Company. Your directors recommend your approval in the ensuing Annual General Meeting for their appointment as a director.

AUDITORS OBSERVATIONS:

a. With respect to Auditors comment on non providing details of Bank Account held with Bank of Baroda, your directors wish to state that the said account is very old and there is no records available with the company for the outstanding balance. The Company is in process of obtaining the same from the said bank.

b. With respect to Auditors observation for non compliance of AS-15, we wish to state that the operations of the Company are completely closed down and subsequent to year end the management has settled all outstanding dues of the employees.

c. With respect to Auditors observation on not making provisions for bad and doubtful debts and loans and advances your management is optimistic about recovery of the said outstanding.

d. Since the Company is closed down and has sold out its maximum assets, the register of fixed asset is not maintained. Also the Company does not have necessary expertise to maintain the said register.

e. With respect to Auditors comment on status of going concern of the Company, your directors wish to state that the management of the Company has invited new talent on the Board during the year under review to revive the operation of the Company by diversifying it in the field of media and advertising business. The result of new initiative is that Company has started some new deals in the media lines which was due to be mature after the balance sheet date. Hence till last year the company was not a going concern but now in the year it is quite hopeful to get the Company back in operation in the time to come.

f. The Company will gradually introduce Internal Audit System commensurate with the size of the business once it gets fully operational in the diversified business area.

g. The Company is hopeful to arrive at settlement in the matter of cancellation of sales tax incentive benefit with the concerned authority.

All other observations of the Auditors are self explanatory and therefore do not require to be commented in this report.

AUDITORS:

M/s. RAS & Associates, Chartered Accountants are the Auditors of the Company who holds office until the conclusion of the ensuing Annual General Meeting. M/s. RAS & Associates has expressed its unwillingness to continue ad Auditors of the Company. Accordingly the Board has recommended appointment of M/s. Subramaniam Bengali Sharma & Associates, Chartered Accountants. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956.

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:-

1. That in the preparation of the annual accounts for the year ended March 31, 2010; the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the company for the year under review.

3. 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, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended March 31, 2010 on a going concern basis.

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration in excess of the rates/amounts specified under Section 217 (2A) of the Companies Act, 1956 read with the (Particulars of Employees) Rules, 1975.

FIXED DEPOSITS:

During the year under review, your Company has not accepted/renewed any deposits within the meaning of section 58A of the Companies, Act 1956 and the rules made there under

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Statement pursuant to Section 217(1) (a) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the report of the Board of Directors) Rules, 1988 has been annexed and forms part of this report.

CORPORATE GOVERNANCE:

The report of Corporate Governance in the Company has been annexed to this report and forms part of the Directors report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all its stakeholders for all their supports.

By and on behalf of the Board

Sd/- Sd/-

(Surinder Bhatia) (Bharat Virchand Gada)

Director Managing Director

Date: 6th September, 2010

Place: Mumabi

 
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