Mar 31, 2015
Dear Shareholders,
We are pleased to present the Twenty Fifth Annual Report of Jain
Studios Limited together with Audited Financial Statements and
Auditor's Report for the Financial Year ended as on 31st March 2015.
The Financial Highlights for the year under review are given below:
(Rs. In Lakh)
Financial Results 2014-15 2013-14
Total Income 2321.89 2517.83
Profit/ (Loss) before Interest, Depreciation,
Exceptional Items and Tax 59.86 205.52
Interest 15.98 2.41
Profit / (Loss) after Interest but before
Depreciation, Exceptional items and Tax 43.88 203.11
Depreciation 91.59 96.65
Profit / (Loss) before Exceptional Items and Tax (47.71) 106.46
Exceptional Items (Income) - -
Exceptional Items (Expenses) - -
Profit / (Loss) before Tax (47.71) 106.46
Tax Expense
MAT/Current Tax - -
Deferred Tax Liabilities/(Assets) 142.17 55.66
MAT Credit Entitlement - -
Profit / (Loss) after tax (189.88) 50.80
Balance b/f from previous year (3014.70) (3065.50)
Net profit/ (Loss) & Carried to Balance sheet (3204.58) (3014.70)
Performance
During the year under review, the total income of your Company was Rs.
2321.89 Lakh as compared to Rs. 2517.83 Lakh in the previous F.Y.
2013-14 registering a decrease of 7.78%. The loss before Tax for the
year under review was Rs. 47.17 Lakh as compared to Profit before Tax
of Rs. 106.46 Lakh in the previous year. The Net Loss for the year
under review was Rs. 189.88 Lakh as compared to Net Profit of Rs.
50.80 Lakh in the previous year.
Dividend
In view of the brought forward losses and lack of adequate profits in
the current year, your Directors have been unable to recommend any
dividend.
Business Operations Overview & Future Outlook
The principal business activities of the Company are broadly
categorized into following areas:
1. Television (Marketing, Production & Broadcasting)
2. Education Infrastructure & Technology
3. Teleport
4. Others including Production and Distribution of Cinema Photographic
Film (s) and Mobile Healthcare.
During the year, major revenues generated by the Company from 'Mobile
Healthcare' in different state of India and from 'Education
Infrastructure & Technology'. We are hopeful for continuous increase
in revenues of the Company taking into consideration state-wise
requirement of operation of mobile healthcare projects in India and
expansion of 'Education Infrastructure & Technology' business.
Company is concentrating in its existing "JAIN Satellite
Television" and Broadcasting business, through a reputed &
experienced distribution platform, which will hopefully contribute in
enhancing the revenues of the Company.
Further, Company is in discussions with different parties to generate
the revenues through other revenue streams apart from its existing
business. Shortly, it will come up with additional revenue streams.
The Company is also in talks with various consultants and possible
partners regarding re-structuring of its various business activities
and to find ways to recognize its investments to achieve better
shareholders' value.
Fixed Deposits
The Company has not accepted any deposits during the financial year
under review.
Pursuant to Section 134 of the Companies Act, 2013 ('the Act'), in
relation to the Audited Financial Statements for the Financial Year
2014-15, your Directors hereby confirm that:
a) The Financial Statements of the Company comprising of the Balance
Sheet as at March 31, 2015 and the Statement of Profit & Loss for the
year ended on that date, have been prepared on a going concern basis
following applicable Accounting Standards and that no material
departures have been made from the same;
b) Accounting policies selected were applied consistently and the
judgements and estimates related to the financial statements have been
made on a prudent and reasonable basis, so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2015 and
of the profit of the Company for the year ended on that date;
c) Proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the provisions of the
Act, to safeguard the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) Requisite internal financial controls were laid down and that such
financial controls are adequate and operating effectively; and
e) Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and such systems are adequate and
operating effectively.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings Outgo
Information Pursuant to Section 134 (3)(m) of the Companies Act, 2013
read with Companies (Accounts) Rules, 2014:
A. Energy conservation - The Company makes continuous efforts to
explore new technologies and techniques to make the infrastructure
more energy efficient. Moreover, the operations of the Company are not
energy intensive.
B. Technology absorption - Company uses Indian technical manpower to
operate Indian and imported infrastructure.
C. Foreign Exchange earnings and out go:
Earnings in foreign exchange : NIL
Expenditure in foreign exchange : NIL
Personnel and Particulars of Employees
The industrial relations with the workers and staff of the Company
remained cordial throughout the year. There was unity of purpose among
all levels of employees, continuously striving for improvement in work
practices and productivity. Training and development of employees
continue to be an area of prime importance.
Requisite disclosures in terms of Section 197 of the Companies Act,
2013, read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended, are given to the extent applicable and Particulars of
employees are not given as none of the employees qualify for such
disclosure.
Directors and Key Managerial Personnel
Your Board comprises of 4 Directors including 2 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 F.Y.2014- 2015 your Board met 5 (five)
times, details of which are available in Corporate Governance Report
annexed to this report.
Dr.(Mrs.) Ragini Jain, Non-Executive Director is liable to retire by
rotation at the ensuing Annual General Meeting and, being eligible
offered herself for re-appointment. Your Board recommends her
re-appointment.
In compliance with the requirements of Section 203 of the Companies
Act, 2013, Dr. J. K. Jain, Chairman & Managing Director, Mr. Sunil
Kumar Malhotra, Chief Finance Officer and Mr. Satyendu Pattnaik, Chief
Compliance Officer & Company Secretary of the Company were nominated
as Key Managerial personnel.
Board Evaluation
In a separate meeting of Independent Directors, performance of
non-independent directors, performance of the Board as a whole and
performance of the Chairman was evaluated. Based on such report of the
meeting of Independent Directors and taking into account the views of
executive directors and non-executive directors the Board had
evaluated its performance on various parameters such as Board
composition and structure, effectiveness of board processes,
effectiveness of flow of information, contributions from each
Directors etc.
Terms of Appointment of Dr. J.K. Jain
Dr. J.K. Jain was appointed as Managing Director of the Company for a
period of five years w.e.f. 01.10.1999. Thereafter, he re-appointed as
Managing Director of the Company by the Board of Directors at their
meeting held on 26th August 2004 for a period of five years w.e.f.
01.10.2004 with the approval of members of the Company and of the
Central Government. Remuneration of Dr. J.K. Jain, Chairman & Managing
Director of the Company was revised @ Rs. 5.00 Lac per month w.e.f.
01.04.2007 with the approval of the members of the Company and of the
Central Government. Further, he re-appointed as Chairman & Managing
Director of the Company at the remuneration of Rs.5.00 Lac per month
for a period of three years w.e.f. 01.10.2009 with the approval of
shareholders of the Company and Central Government. Thereafter, he
reappointed as Chairman & Managing Director of the Company at nil
remuneration for a period of three years w.e.f. 01.10.2012 with the
approval of members of the Company at their AGM held on 29.09.2012.
Nature of appointment of Dr. J.K. Jain, Chairman & Managing Director:
Contractual
No. of equity shares of Jain Studios Ltd. held by Dr. J.K. Jain as on
31.03.2015 are 62,50,100, which constitutes 21.86% of the paid up
share capital of the Company.
Auditors
Statutory Audit: The Statutory Auditors M/s N.P. Bansal & Co.,
Chartered Accountants, New Delhi, having Firm Registration No. 877N,
holds office until the conclusion of the ensuing Annual General
Meeting and is eligible for reappointment. Your Company has received
confirmation from the Auditors to the effect that their appointment,
if made, will be in accordance with the limits specified under the
Companies Act, 2013 and the firm satisfies the criteria specified in
Section 141 of the Companies Act, 2013 read with Rule 4 of Companies
(Audit & Auditors) Rules 2014. Your Board is of the opinion that
continuation of M/s N.P. Bansal & Co., as Statutory Auditors during FY
2015-16 will be in the best interests of the Company and therefore,
Members are requested to consider their re-appointment as Statutory
Auditors of the Company from the conclusion of ensuing Annual General
Meeting till next Annual General Meeting at remuneration be decided by
the Board.
Secretarial Audit: During the year, Secretarial Audit was carried out
by Mr. Ajay Behera, Practicing Company Secretary in compliance with
Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
The report of Statutory Auditor and/or Secretarial Auditor forming
part of this Annual report having any qualification, reservation or
adverse remarks are self-explanatory and do not call for further
explanation.
Disclosures
I. Particulars of loans, guarantees and investments:
Particulars of loans, guarantees and investments made by the Company
required under section 186 (4) of the Companies Act, 2013 are
contained in Note No. 2.9 and 2.27 to the Financial Statements.
ii. Transactions with Related Parties: None of the transactions with
related parties fall under the scope of Section 188(1) of the Act.
Information on material transactions with related parties pursuant to
Section 134(3)(h) of the Act, read with rule 8(2) of the Companies
(Accounts) Rules, 2014, in form AOC-2 is annexed to this report.
iii. Deposits: Your Company has not accepted any public deposit under
Chapter V of the Companies Act, 2013.
iv. Extract of Annual Return: The extract of Annual Return in Form
MGT-9 as required under Section 92(3) of the Act read with Companies
(Management & Administration) Rules, 2014 is annexed to this report.
v. Sexual Harassment: The Company has zero tolerance for sexual
harassment at workplace and has adopted a Policy on prevention,
prohibition and redressal of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules
thereunder. During the year under review there is no complaint has
been received on sexual harassment.
vi. Regulatory Orders: No significant or material orders were passed
by the regulators or courts or tribunals which impact the going
concern status and Company's operations in future.
Auditors' Report
Auditors' observations are suitably explained in notes to the Accounts
and are self- explanatory and therefore do not call for any further
explanation.
Audit Committee recommendations
The Audit Committee has recommended for deposit of all statutory dues,
such as, Provident Fund, Employees State Insurance, Service Tax, Sales
Tax/VAT, Custom Duty, Cess, TDS and any other material statutory dues
before due date and file the necessary returns to the concerned
department before due date to avoid unnecessary interest, penalties
and prosecutions.
One Time Settlement (OTS) with SASF and Issue of Equity Shares
With reference to OTS arrived with Stressed Assets Stabilization Fund
(SASF) by the Company, agreed OTS amount of Rs. 11.00 Crore in cash
has been paid by the Company to SASF without any outstanding and
50,00,000 equity shares of Rs.10/- each fully paid up at par of the
Company amounting to Rs. 5.00 Crore has been allotted to SASF on
23.04.2012 with the condition of buy-back of these shares by
promoters/Representatives.
Issue of Equity shares and Warrants to the Promoters of the Company
60,50,000 equity shares of Rs. 10/- each fully paid up of the Company
at a premium of Rs. 2.50/- each per share and 51,50,000 Warrants
convertible into equivalent number of equity shares of Rs.10/- each at
premium of Rs.2.50/- each per share issued and allotted to the
Promoter of the Company on 23.04.2012 against the consideration of
full application money and 25% warrant money. Thereafter, Company
allotted 31,58,700 equity shares of Rs. 10/- each fully paid up at a
premium of Rs.2.50/- per share to the Promoter(s) of the Company on
17.10.2013 by converting 31,58,700 Warrants out of 51,50,000 allotted
Warrants on receiving balance warrant money. Total consideration from
issue of equity shares and warrants as mentioned above was utilized by
the Company to clear the agreed OTS amount of Rs.11.00 Crore in cash
to SASF and some outstanding statutory dues of the Company
Listing of Equity Shares
Listing Application alongwith necessary documents and certificates
filed with BSE and NSE for listing of 60,50,000 equity shares of Rs.
10/- each fully paid up of the Company at a premium of Rs. 2.50/- each
per share allotted to the Promoter of the Company and 50,00,000 equity
shares of Rs.10/- each fully paid up at par of the Company allotted to
Stressed Assets Stabilization Fund (SASF) respectively. With reference
to our said listing application, BSE vide their letter dated
30.07.2012 has given the listing approval. But trading permission will
be granted by BSE subject to obtaining of listing approval from NSE
and some other formalities with NSDL & CDSL. Listing approval from NSE
is awaited.
Further, on allotment of 31,58,700 equity shares on 17.10.2013,
listing application had been filed with BSE & NSE along-with other
certificates and documents. Follow up is going on for listing of these
shares at BSE & NSE.
Pending Status of Preferential Issues & Reduction of Share Capital
Company had allotted 38,00,000 and 15,00,000 equity shares on
25.08.2005 and on 25.02.2006 respectively to the Indian Promoter Group
Companies against the conversion of 53,00,000 share warrants allotted
on 26.08.2004. Thereafter, Company got the in-principle approval from
BSE for listing of said shares vide their letter dated 26.05.2008 with
the condition of in-principle approval from NSE also. However, NSE did
not grant any listing and trading permission of said 53,00,000 shares
allotted by the Company on preferential basis due to certain lapses of
erstwhile SEBI (DIP) Guidelines.
Non listing of the said 53,00,000 Equity Shares led to a mismatch
between the "Issued Equity Share Capital" & "Listed Equity Share
Capital" of the Company.
It may be noted that the "Issued Equity Share Capital" has to be in
line with the "Listed Equity Share Capital", as per the Stock
Exchanges.
Hence it was proposed by the Board for reduction of the unlisted
53,00,000 Equity Shares of Rs. 10/- each, issued at a premium of
Rs.9/- each, by paying off/ returning the entire paid up share capital
on the unlisted 53,00,000 (Fifty Three Lac) Equity Shares of Rs. 10/-
each fully paid up, to those allottees, who had subscribed to the said
preferential allotment of 53,00,000 equity shares made by the Company
and thereby extinguishing all those shares. Further, apart from above,
it was proposed to issue upto 4,77,000 (Four Lac Seventy Seven
Thousand) Redeemable Preference Shares of Rs.100/- each fully paid up
at par in one or more trenches to these allottees against and in
proportion to the share premium amount received by the Company @
Rs.9/-each per share (53,00,000 equity shares) from these allottees.
The said resolutions were approved by the shareholders of the Company
at their aGm held on 30th September 2011.
Company received NOC from NSE and BSE vide their letter dated
06.03.2012 and 04.04.2012 respectively and part creditor(s) of the
Company for filing of Scheme of Arrangement relating to
Re-Organisation and Reduction of share capital with the Hon'ble High
Court of Delhi pursuant to Section 391 and other applicable provisions
of the Companies Act, 1956. However, pursuant to SEBI circular dated
04.02.2013, Company was required again, to obtain the NOC from BSE and
nSe alongwith the observation/approval of SEBI, as the Company did not
able to file the said scheme with the Hon'ble High Court of Delhi
before 04.02.2103 due to some technical and procedural formalities
including non-issue of NOC by SASF.
Therefore, Company once again filed the draft copy of said scheme
alongwith other certificates and documents with BSE and NSE for their
NOC with the observation and approval of SEBI. However, after review
and observation of SEBI, again Scheme of Reduction shall be modified
and shall be filed with BSE & NSE for their NOC subject to observation
and approval of SEBI before filing the same with the Hon'ble High
Court of Delhi.
Listing with Stock Exchanges
The Company confirms that it has paid the Annual Listing Fees for the
year 2014-15 to NSE and BSE where the Company's shares are listed.
Dematerialization of Shares
16.79% of the Company's paid up equity share capital is in
dematerialized form as on 31.03.2015.
The Registrars of the Company is Beetal Computer & Financial Services
Pvt. Ltd. Beetal, House, 3rd Floor, 99, Madangir, BH - Local Shopping
Centre, Near Dada Harsukhdas Mandir, New Delhi - 110 062.
Corporate Governance & Policies
We strive to attain high standards of corporate governance while
interacting with all our stakeholders. The Company has duly complied
with revised Clause 49 - Corporate Governance Code as stipulated in
the listing agreement with Stock Exchanges. A separate section on
Corporate Governance alongwith Certificate from Ajay Behera &
Associates, Company Secretaries, confirming level of Compliance is
annexed and forms part of the Directors' Report.
A detailed report on Corporate Governance together with the compliance
certificate from Ajay Behera & Associates, Company Secretaries is
attached to this Annual Report. Management's Discussion and Analysis
Report for the year under review, as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges are presented in separate
sections forming part of the Annual Report.
The Audit Committee of the Board has been vested with powers and
functions relating to Risk Management which inter alia includes (a)
review of risk management policies and business processes to ensure
that the business processes adopted and transactions entered into by
the Company are designed to identify and mitigate potential risk; (b)
laying down procedures relating to Risk assessment and minimization;
and (c) formulation, implementation and monitoring of the risk
management plan.
In compliance with the requirements of Section 178 of the Companies
Act, 2013, the Nomination & Remuneration Committee of your Board had
fixed various criteria for nominating a person on the Board which
inter alia include desired size and composition of the Board, age
limits, qualification / experience, areas of expertise and
independence of individual. The Committee had also approved
in-principle that the initial term of an Independent Director shall
not exceed 5 years. Your Company has also adopted a Remuneration
Policy, salient features whereof is annexed to this report.
Your Board has in accordance with the requirements of Companies Act,
2013 and Clause 49 of the Listing Agreement has adopted new policies
and amended existing policies such as policy on Related Party
Transaction, Code of Conduct for Directors and Senior Management and
Whistle Blower and Vigil Mechanism Policy. These policies are
available on the website of the Company and can be viewed on
www.jainstudiosltd.com.
Appreciation
Your Directors greatly appreciate the dedication and commitment of
employees at all levels who have contributed towards the effective
functioning of the Company. We also wish to convey gratitude to
Company's Bankers, Financial Institutions, Government Authorities,
Clients, Vendors, and Investors for their support and encouragement
and look forward for their continued support in the future.
For and on Behalf of the Board
Place: New Delhi (Dr. J.K. Jain)
Date : 13th August, 2015 Chairman & Managing Director
Mar 31, 2014
Dear Shareholders,
We are pleased to present the Twenty Fourth Annual Report of Jain
Studios Limited together with Audited Financial Statements and
Auditor''s Report for the Financial Year ended as on 31st March 2014.
The Financial Highlights for the year under review are given below:
(Rs. In Lakh)
Financial Results 2013-14 2012-13
Total Income 2517.84 1838.74
Profit/ (Loss) before Interest, Depreciation,
Exceptional Items and Tax 205.52 66.36
Interest 2.41 61.91
Profit / (Loss) after Interest but before
Depreciation, Exceptional items and Tax 203.11 4.45
Depreciation 96.65 96.46
Profit / (Loss) before Exceptional Items and Tax 106.46 (92.01)
Exceptional Items (Income) - -
Exceptional Items (Expenses) - -
Profit / (Loss) before Tax 106.46 (92.01)
Tax Expense
MAT/Current Tax - -
Deferred Tax Liabilities/(Assets) 55.66 43.04
MATCredit Entitlement - -
Profit / (Loss) after tax 50.80 (135.05)
Balance b/f from previous year (3065.50) (2930.45)
Net profit/ (Loss) & Carried to Balance sheet (3014.70) (3065.50)
Performance
During the year under review, the total income of your Company was Rs.
2517.84 Lakh as compared to Rs. 1838.74 Lakh in the previous F.Y.
2012-13 registering a growth of 36.93%. The Profit before Tax for the
year under review was Rs. 106.46 Lakh as compared to Loss before Tax of
Rs. 92.01 Lakh in the previous year. The Net Profit for the year under
review was Rs. 50.80 Lakh as compared to Net Loss of Rs. 135.05 Lakh
in the previous year.
Dividend
In view of the brought forward losses and lack of adequate profits in
the current year, your Directors have been unable to recommend any
dividend. Business Operations Overview & Future Outlook The principal
business activities of the Company are broadly categorized into
following areas:
1. Television (Market ing, Product ion & Broadcasting)
2. Education Infrastructure & Technology
3. Teleport
4. Others including Production and Distribution of Cinema Photographic
Film (s) and Mobile Healthcare.
During the year, major revenues generated by the Company from ''Mobile
Healthcare'' by representing its associate Company in different state of
India and from ''Education Infrastructure & Technology''. We are hopeful
for continuous increase in revenues of the
Company taking into consideration state-wise requirement of operation
of mobile healthcare projects in India and expansion of ''Education
Infrastructure & Technology'' business. Company is concentrating in its
existing "JAIN Satellite Television" and Broadcasting business, through
a reputed & experienced distribution platform, which will hopefully
contribute in enhancing the revenues of the Company.
Further, Company is in discussions with different parties to generate
the revenues through other revenue streams apart from its existing
business. Shortly, it will come up with additional revenue streams.
The Company is also in talks with various consultants and possible
partners regarding re-structuring of its various business activities
and to find ways to recognize its investments to achieve better
shareholders'' value.
Fixed Deposits
The Company has not accepted any deposits during the financial year
under review.
Directors
Dr. (Mrs.) Ragini Jain, Director of the Company retires by rotation at
the ensuing AGM and has offered herself for re-appointment.
Your Directors state that, Shri Vishnu Bhagwan and Shri M.D. Asthana,
who are proposed to be appointed as Independent Directors for a term of
five consecutive years pursuant to new provisions of Companies Act,
2013 possesses appropriate balance of skills, expertise and knowledge
and are qualified for appointment as Independent Directors.
Necessary resolutions regarding appointment of aforesaid Directors have
been included in the notice convening the ensuing AGM and details of
proposal for appointment are mentioned in the explanatory statement to
the notice.
Directors'' Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
of your Company hereby state and confirm:
i) that in the preparation of the Annual Accounts for the Financial
Year ended 31st March, 2014, the applicable Accounting Standards have
been followed along with proper explanation relating to material
departures;
ii) that the Directors had selected such accounting policies and
applied them consistently and made judgements 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 of the Company for the year under review;
iii) 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; and
iv) that the Directors have prepared the Annual Accounts for the
Financial Year ended 31st March, 2014 on a ''going concern'' basis.
Conservation of Energy, Technology Absorption and Foreign Exchange
Outgo
Information Pursuant to Section 217 (1) (e) of the companies Act, 1956
read with Companies (Disclosure of Particulars in Directors'' Report)
Rules, 1988:
A. Energy conservation - The Company makes continuous efforts to
explore new technologies and techniques to make the infrastructure more
energy efficient. Moreover, the operations of the Company are not
energy intensive.
B. Technology absorption - Company uses Indian technical manpower to
operate Indian and imported infrastructure.
Personnel and Particulars of Employees
The industrial relations with the workers and staff of the Company
remained cordial throughout the year. There was unity of purpose among
all levels of employees, continuously striving for improvement in work
practices and productivity. Training and development of employees
continue to be an area of prime importance. Pursuant to Section 217
(2A) of the Companies Act, 1956, read with the Companies (Particulars
of Employees) Rules, 1975, as amended, are not given, as none of the
employees qualify for such disclosure.
Terms of Appointment of Dr. J.K. Jain
Dr. J.K. Jain was appointed as Managing Director of the Company for a
period of five years w.e.f. 01.10.1999. Thereafter, he re-appointed as
Managing Director of the Company by the Board of Directors at their
meeting held on 26th August 2004 for a period of five years w.e.f.
01.10.2004 with the approval of members of the Company and of the
Central Government. Remuneration of Dr. J.K. Jain, Chairman & Managing
Director of the Company was revised @ Rs. 5.00 Lac per month w.e.f.
01.04.2007 with the approval of the members of the Company and of the
Central Government. Further, he reappointed as Chairman & Managing
Director of the Company at the remuneration of Rs.5.00 Lac per month
for a period of three years w.e.f. 01.10.2009 with the approval of
shareholders of the Company and Central Government. Thereafter, he
reappointed as Chairman & Managing Director of the Company at nil
remuneration for a period of three years w.e.f. 01.10.2012 with the
approval of members of the Company at their AGM held on 29.09.2012.
Nature of appointment of Dr. J.K. Jain, Chairman & Managing Director:
Contractual
No. of equity shares of Jain Studios Ltd. held by Dr. J.K. Jain as on
31.03.2014 are 62,50,100, which constitutes 21.86% of the paid up share
capital of the Company.
Auditors
M/s Giri & Bansal, Chartered Accountants, Statutory Auditors of the
Company, retire at the conclusion of the ensuing Annual General
Meeting, being eligible offer themselves for re-appointment. The
Company has received a certificate from them that their reappointment
if made would be within prescribed limits as per the provisions of the
Companies Act, 2013. The Board has recommended their appointment.
Auditors'' Report
Auditors'' observations are suitably explained in notes to the Accounts
and are self- explanatory and therefore do not call for any further
explanation.
Cost Auditors
M/s ABP & Co., Cost Accountants, has been appointed as the Cost
Auditors of the Company for the F.Y. 2014-15 by the Board of Directors
with the recommendation of the Audit Committee of the Company.
Audit Committee recommendations
The Audit Committee has recommended for deposit of all statutory dues,
such as, Provident Fund, Employees State Insurance, Service Tax, Sales
Tax/VAT, Custom Duty, Cess, TDS and any other material statutory dues
before due date and file the necessary returns to the concerned
department before due date to avoid unnecessary interest, penalties and
prosecutions.
Listing with stock Exchanges
The Company confirms that it has paid the Annual Listing Fees for the
year 2014-15 to NSE and BSE where the Company''s shares are listed.
Dematerialization of Shares
16.79% of the Company''s paid up equity share capital is in
dematerialized form as on 31.03.2014. The Registrars of the Company is
Beetal Computer & Financial Services Pvt. Ltd. Beetal, House, 3rd
Floor, 99, Madangir, BH - Local Shopping Centre, Near Dada Harsukhdas
Mandir, New Delhi - 110 062.
Vigil Mechanism
In pursuant to provisions of Section 177(9) & (10) of the Companies
Act, 2013, a vigil mechanism for directors and employees to report
genuine concerns has been established.
Management Discussion and Analysis
A detail chapter on "Management Discussion & Analysis" (MDA) pursuant
Clause 49 of the listing Agreement is annexed to the Annual Report and
forms integral part of Directors'' Report.
Corporate Governance Report
We strive to attain high standards of corporate governance while
interacting with all our stakeholders. The Company has duly complied
with revised Clause 49 - Corporate Governance Code as stipulated in the
listing agreement with Stock Exchanges. A separate section on Corporate
Governance alongwith Certificate from Ajay Behera & Associates, Company
Secretaries, confirming level of Compliance is annexed and forms part
of the Directors'' Report.
Appreciation
Your Directors greatly appreciate the dedication and commitment of
employees at all levels who have contributed towards the effective
functioning of the Company. We also wish to convey gratitude to
Company''s Bankers, Financial Institutions, Government Authorities,
Clients, Vendors, and Investors for their support and encouragement and
look forward for their continued support in the future.
For and on Behalf of the Board
Place: New Delhi (Dr. J.K. Jain)
Date : 12th August, 2014 Chairman & Managing Director
Mar 31, 2013
Dear Shareholders,
The are pleased to present the Twenty Third Annual Report of Jain
Studios Limited together with Audited Financial Statements and
Auditor''s Report for the Financial Year ended as on 31st March 2013.
The Financial Highlights for the year under review are given below:
(Rs. In Lakh)
Financial Results 2012-13 2011-12
Total Income 1838.74 1248.71
Profit/ (Loss) before Interest,
Depreciation,
Exceptional Items and Tax 66.36 (267.92)
Interest 61.91 112.79
Profit / (Loss) after Interest but
before Depreciation,
exceptional items and Tax 4.45 (380.71)
Depreciation 96.46 96.92
Profit / (Loss) before Exceptional
Items and Tax (92.01) (477.63)
Exceptional Items (Income)
Exceptional Items (Expenses) 10.74
Profit / (Loss) before Tax (92.01) (488.37)
Tax Expense
MAT/Current Tax
Deferred Tax (43.04) (162.87)
MAT Credit Entitlement
Profit / (Loss) after tax (135.05) (325.50)
Balance b/f from previous year (2930.45) (2604.95)
Net profit/ (Loss) & Carried to
Balance sheet (3065.50) (2930.45)
Performance
During the year under review, the total income of your Company was Rs.
1838.74 Lakh as compared to Rs. 1248.71 Lakh in the previous F.Y.
2011-12 registering a growth of 47.25%. The Loss before Tax for the
year under review was Rs. 92.01 Lakh as compared to Loss before Tax of
Rs. 488.37 Lakh in the previous year. However, during the year, there
is a cash profit of Rs. 4.45 Lakh. The Net Loss for the year under
review was Rs. 135.05 Lakh as compared to Net Loss of Rs. 325.50 Lakh
in the previous year.
Dividend
In view of the brought forward losses and lack of adequate profits in
the current year, your Directors have been unable to recommend any
dividend.
Business Operations Overview & Future Outlook
The principal business activities of the Company are broadly
categorized into following areas:
1. Television (Marketing, Production and Broadcasting)
2. Education Infrastructure & Technology
3. Teleport
4. Others including Production and Distribution of Cinema Photographic
Film(s) and Mobile Healthcare.
During the year, major revenues generated by the Company from ''Mobile
Healthcare'' by representing its associate Company in different state of
India and from ''Education Infrastructure & Technology''. We are hopeful
for continuous increase in revenues of the Company taking into
consideration state-wise requirement of operation of mobile healthcare
projects in India and expansion of ''Education Infrastructure &
Technology'' business.
Company is concentrating in its existing "JAIN Satellite Television"
and Broadcasting business, through a reputed & experienced distribution
platform, which will hopefully contribute in enhancing the revenues of
the Company.
Further, Company is in discussions with different parties to generate
the revenues through other revenue streams apart from its existing
business. Shortly, it will come up with additional revenue streams.
The Company is also in talks with various consultants and possible
partners regarding re- structuring of its various business activities
and to find ways to recognize its investments to achieve better
shareholders'' value.
Fixed Deposits
The Company has not accepted any deposits during the financial year
under review.
Directors
In terms of the provisions of Companies Act, 1956 and the Articles of
Association of the Company, Dr. (Mrs.) Ragini Jain, Director of the
Company retires by rotation and being eligible, offers herself for
re-appointment as non- executive Director. Shri J.C. Jetli ceased to be
the Director (Independent) of the Company due to his sad demise on
17.09.2012. Dr. J.K. Jain re-appointed as Chairman & Managing Director
of the Company at Nil remuneration for a period of Three years w.e.f.
01.10.2012.
One Time Settlement (OTS) with SASF and Issue of Equity Shares
With reference to OTS arrived with Stressed Assets Stabilization Fund
(SASF) by the Company, agreed OTS amount of Rs. 11.00 Crore in cash has
been paid by the Company to SASF without any outstanding and 50,00,000
equity shares of Rs.10/- each fully paid up at par of the Company
amounting to Rs. 5.00 Crore has been allotted to SASF on 23.04.2012
with the condition of buyback of these shares. Now, the Company is debt
free.
Issue of Equity shares and Warrants to the Promoters of the Company
60,50,000 equity shares of Rs. 10/- each fully paid up of the Company
at a premium of Rs. 2.50/- each per share and 51,50,000 Warrants
convertible into equivalent number of equity shares of Rs.10/- each at
premium of Rs.2.50/- each per share issued and allotted to the Promoter
of the Company on 23.04.2012 against the consideration amount as fixed
above especially on receiving the minimum of 25% of warrant money
required to be received before allotment of warrants. Further, during
the year and thereafter, Company received some warrant money against
the balance 75% as the due date of conversion of warrants into equity
shares is 22.10.2013. Total consideration from issue of equity shares
and warrants as mentioned above was utilized by the Company to clear
the agreed OTS amount of Rs.11.00 Crore in cash to SASF and some
outstanding statutory dues of the Company.
Listing of Equity Shares
Listing Application alongwith necessary documents and certificates
filed with BSE and NSE for listing of 60,50,000 equity shares of Rs.
10/- each fully paid up of the Company at a premium of Rs. 2.50/- each
per share allotted to the Promoter of the Company and 50,00,000 equity
shares of Rs.10/- each fully paid up at par of the Company allotted to
SASF respectively. With reference to our said listing applications,
BSE vide their letter dated 30.07.2012 has given the listing approval.
But trading permission will be granted by BSE subject to obtaining of
listing approval from NSE and some other formalities with NSDL & CDSL.
Listing approval from NSE is awaited.
Pending Status of Preferential Issues, Reduction of Share Capital and
Issue of Redeemable Preference Shares
Company had allotted 38,00,000 and 15,00,000 equity shares on
25.08.2005 and on 25.02.2006 respectively to the Indian Promoter Group
Companies against the conversion of 53,00,000 share warrants allotted
on 26.08.2004. Thereafter, Company got the in-principle approval from
BSE for listing of said shares vide their letter dated 26.05.2008 with
the condition of in-principle approval from NSE also. However, NSE did
not grant any listing and trading permission of said 53,00,000 shares
allotted by the Company on preferential basis due to certain lapses of
erstwhile SEBI (DIP) Guidelines.
Non listing of the said 53,00,000 Equity Shares led to a mismatch
between the "Issued Equity
Share Capital" & "Listed Equity Share Capital" of the Company.
It may be noted that the "Issued Equity Share Capital" has to be in
line with the "Listed Equity Share Capital", as per the Stock
Exchanges.
Hence it was proposed by the Board for reduction of the unlisted
53,00,000 Equity Shares of Rs. 10/- each, issued at a premium of Rs.9/-
each, by paying off/ returning the entire paid up share capital on the
unlisted 53,00,000 (Fifty Three Lac) Equity Shares of Rs. 10/- each
fully paid up, to those allottees, who had subscribed to the said
preferential allotment of 53,00,000 equity shares made by the Company
and thereby extinguishing all those shares. Further, apart from above,
it was proposed to issue upto 4,77,000 (Four Lac Seventy Seven
Thousand) Redeemable Preference Shares of Rs.100/- each fully paid up
at par in one or more trenches to these allottees against and in
proportion to the share premium amount received by the Company @ Rs.9/-
each per share (53,00,000 equity shares) from these allottees. The said
resolutions were approved by the shareholders of the Company at their
AGM held on 30th September 2011.
Company received NOC from NSE, BSE and part creditor(s) of the Company
for filing of Scheme of Arrangement relating to Re- Organisation and
Reduction of share capital with the Hon''ble High Court of Delhi
pursuant to Section 391 and other applicable provisions of the
Companies Act, 1956. The said petition shall be filed with the Hon''ble
High Court of Delhi subject to approval of SEBI and Stock Exchanges in
compliance with latest circular of SEBI and as per the provisions of
Companies Act 1956 and Listing Agreement.
Directors'' Responsibility Statement
Pursuant to Section 217 (2AA) of the
Companies Act, 1956, the Directors confirm:
I) that in the preparation of the Annual Accounts for the Financial
Year ended 31st March, 2013, the applicable Accounting Standards have
been followed along with proper explanation relating to material
departures;
ii) that the Directors had selected such accounting policies and
applied them consistently and made judgements 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 of the Company for the year under review;
iii) 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; and
iv) that the Directors have prepared the Annual Accounts for the
Financial Year ended 31st March, 2013 on a ''going concern'' basis.
Particulars of Energy, Technology and Foreign exchange
A. Energy conservation  The Company makes continuous efforts to
explore new technologies and techniques to make the infrastructure more
energy efficient. Moreover, the operations of the Company are not
energy intensive.
B. Technology absorption  Company uses Indian technical manpower to
operate Indian and imported infrastructure.
C. Foreign Exchange earnings and out go:
Earnings in foreign exchange : NIL
Expenditure in foreign exchange :
Rs.10.74 Lakh
Personnel and Particulars of Employees
The industrial relations with the workers and staff of the Company
remained cordial throughout the year. There was unity of purpose among
all levels of employees, continuously striving for improvement in work
practices and productivity. Training and development of employees
continue to be an area of prime importance. Pursuant to Section 217
(2A) of the Companies Act, 1956, read with the Companies (Particulars
of Employees) Rules, 1975, as amended, are not given, as none of the
employees qualify for such disclosure.
Terms of Appointment of Dr. J.K. Jain
Dr. J.K. Jain was appointed as Managing Director of the Company for a
period of five years w.e.f. 01.10.1999. Thereafter, he re- appointed as
Managing Director of the Company by the Board of Directors at their
meeting held on 26th August 2004 for a period of five years w.e.f.
01.10.2004 with the approval of members of the Company and of the
Central Government. Remuneration of Dr. J.K. Jain, Chairman & Managing
Director of the Company was revised @ Rs. 5.00 Lac per month w.e.f.
01.04.2007 with the approval of the members of the Company and of the
Central Government. Further, he re-appointed as Chairman & Managing
Director of the Company at the remuneration of Rs.5.00 Lac per month
for a period of three years w.e.f. 01.10.2009 with the approval of
shareholders of the Company and Central Government. Thereafter, he re-
appointed as Chairman & Managing Director of the Company at nil
remuneration for a period of three years w.e.f. 01.10.2012 with the
approval of members of the Company at their AGM held on 29.09.2012.
Nature of appointment of Dr. J.K. Jain, Chairman & Managing Director:
Contractual
No. of equity shares of Jain Studios Ltd. held by Dr. J.K. Jain as on
31.03.2013 are 62,50,100, which constitutes 24.57% of the paid up share
capital of the Company.
Auditors
M/s Giri & Bansal, Chartered Accountants, Statutory Auditors of the
Company, retire at the conclusion of the ensuing Annual General
Meeting, being eligible offer themselves for re- appointment. The
Company has received a certificate from them that their re-appointment
if made would be within prescribed limits under Section 224(1B) of the
Companies Act, 1956.
Cost Auditors
M/s ABP & Co., Cost Accountants, has been appointed as the Cost
Auditors of the Company for the F.Y. 2013-14 by the Board of Directors
with the recommendation of the Audit Committee of the Company at their
Board Meeting held on 29.05.2013 subject to the approval of the Central
Government. The Company has received the certificate pursuant to
Section 224(1B) read with Section 226 and Section 233B of the Companies
Act, 1956.
Auditors'' Report
The Notes to the Financial Statements bearing nos. 2.5 (i) & (ii), 2.9,
2.13, 2.18(a), & 2.33 referred to in the Auditors'' Report para vi (a)
to para vi (c) of point no. 2 and item nos. i (b), iv, vii, ix (a) &
(b) and xi of the Annexure to the Auditors'' Report, in italics are self
explanatory and therefore do not call for any further explanation u/s
217(3) of the Companies Act'' 1956, except item no (ix) (a) & (b) of the
annexure to the Auditors'' Report. The Management believes that it will
be possible to settle all the disputes within the next financial year.
Audit Committee recommendations
The Audit Committee has recommended for deposit of all statutory dues,
such as, Provident
Fund, Employees State Insurance, Service Tax, Custom Duty, Cess, TDS
and any other material statutory dues before due date and file the
necessary returns to the concerned department before due date to avoid
unnecessary interest, penalties and prosecutions.
Management Discussion and Analysis
A detail chapter on "Management Discussion & Analysis" (MDA) pursuant
to Clause 49 of the listing Agreement is annexed to the Annual Report
and forms integral part of Directors'' Report.
Corporate Governance Report
We strive to attain high standards of corporate governance while
interacting with all our stakeholders. The Company has duly complied
with revised Clause 49 - Corporate Governance Code as stipulated in the
listing agreement with Stock Exchanges. A separate section on Corporate
Governance alongwith Certificate from Ajay Behera & Associates, Company
Secretaries, confirming level of Compliance is annexed and forms part
of the Directors'' Report.
Appreciation
Your Directors greatly appreciate the dedication and commitment of
employees at all levels who have contributed towards the effective
functioning of the Company. We also wish to convey gratitude to
Company''s Bankers, Financial Institutions, Government Authorities,
Clients, Vendors, and Investors for their support and encouragement and
look forward for their continued support in the future.
For and on Behalf of the Board
Place: New Delhi (Dr. J.K. Jain)
Date : 13th August, 2013 Chairman & Managing Director
Mar 31, 2012
The are pleased to present the Twenty Second Annual Report of Jain
Studios Limited together with Audited Financial Statements and
Auditor's Report for the Financial Year ended as on 31st March 2012.
The Financial Highlights for the year under review are given below:
(Rs. In Lakh)
Financial Results 2011-12 2010-11
Total Income 1248.71 1194.92
Profit/ (Loss) before Interest, Depreciation,
Exceptional Items and Tax (267.92) (572.59)
Interest 112.79 278.46
Profit / (Loss) after Interest but before
Depreciation, (380.71) (851.05)
Exceptional items and Tax
Depreciation 96.92 99.67
Profit / (Loss) before Exceptional
Items and Tax (477.63) (950.72)
Exceptional Items (Income) - 1120.59
Exceptional Items (Expenses) 10.74 184.61
Profit / (Loss) before Tax (488.37) (14.74)
Provision for Taxation (Including Current
Tax, FBT, (162.87) (65.88)
Deferred Tax & MAT Credit entitlement)
Profit / (Loss) after tax (325.50) 51.14
Balance b/f from previous year (2604.94) (2656.08)
Net profit/ (Loss) & Carried to Balance sheet (2930.44) (2604.94)
Performance
During the year under review, the total income (excluding the
exceptional income) of your Company was Rs. 1248.71 Lakh as compared to
Rs. 1194.92 Lakh in the previous F.Y. 2010-11. The exceptional income
for the year under review was nil as compared to Rs. 1120.59 Lakh in
the previous F.Y. 2010-11. The Loss before Tax for the year under
review was Rs. 488.37 Lakh as compared to Loss before Tax of Rs. 14.74
Lakh in the previous year. The Net Loss for the year under review was
Rs. 325.50 Lakh as compared to Net Profit of Rs. 51.14 Lakh in the
previous year.
Dividend
In view of the brought forward losses and lack of adequate profits in
the current year, your Directors have been unable to recommend any
dividend.
Business Operations Overview & Future Outlook.
The principal business activities of the Company are broadly
categorized into following areas:
1. Television (Marketing, Production & Broadcasting)
2. Teleport
3. Others including Production and Distribution of Cinema Photographic
Film (s) and Mobile Healthcare.
During the year, Company generated revenues by representing its
associate Company in the area of Mobile Healthcare at different States
of India and is hopeful for its continuous expansion and increase in
revenues of the Company taking into consideration state-wise
requirement of operation of mobile healthcare projects in India.
Apart from above, Company is further concentrating in its existing
"JAIN Satellite Television" and Broadcasting business, which will
hopefully contribute in enhancing the revenues of the Company.
The Company is in the verge of concluding the settlement reached with
Stressed Assets Stabilization Fund (SASF) and some balance statutory
dues. Further, Company is also in the process of reviving its existing
"JAIN Satellite Television" and Broadcasting business activities. The
Company is also in talks with various consultants and possible partners
to find ways to recognize its investments to achieve better
shareholders' value.
Fixed Deposits
The Company has not accepted any deposits during the financial year
under review.
Directors
In terms of the provisions of Companies Act, 1956 and the Articles of
Association of the Company, Shri M.D Asthana and Shri J.C.Jetli,
Directors of the Company retires by rotation and being eligible, offers
themselves for re-appointment as non-executive Directors. Ms. Tanuja
Joshi resigned from the post of Directorship w.e.f. 30.01.2012.
One Time Settlement (OTS) with SASF and Issue of Shares
With reference to OTS arrived with Stressed Assets Stabilization Fund
(SASF) by the Company, Rs. 9.00 Crore has been paid in cash to SASF out
of agreed OTS amount of Rs.11.00 Crore in cash. 50,00,000 equity shares
of Rs.10/- each fully paid up at par of the Company amounting to Rs.
5.00 Crore has been allotted on 23.04.2012 to SASF as part of the OTS
arrived with SASF.
Issue of Equity shares and Warrants to the Promoters of the Company.
60,50,000 equity shares of Rs. 10/- each fully paid up of the Company
at a premium of Rs. 2.50/- each per share and 51,50,000 Warrants of Rs.
10/- each convertible into equivalent number of equity shares of
Rs.10/- each at premium of Rs.2.50/- each per share issued and allotted
to Dr. Jinendra Kumar Jain (Promoter of the Company) on 23.04.2012
against consideration of Rs. 7,56,25,000/- and Rs.1,60,93,750/- (at
least 25% of warrant money required to be received before allotment of
warrants) respectively which was utilized by the Company to pay major
part of the agreed OTS amount to SASF and clearing of some outstanding
statutory dues of the Company.
Listing Application
Listing Application alongwith necessary documents and certificates
filed with BSE and NSE for listing of 60,50,000 equity shares of Rs.
10/- each fully paid up of the Company at a premium of Rs. 2.50/- each
per share allotted to Dr. Jinendra Kumar Jain (Promoter of the Company)
and 50,00,000 equity shares of Rs.10/- each fully paid up at par of the
Company allotted to SASF respectively. With reference to our said
listing applications, BSE vide their letter dated 30.07.2012 has given
the listing approval. But trading permission will be granted by BSE
subject to obtaining of listing approval from NSE and some other
formalities with NSDL & CDSL.
Pending Status of Preferential Issues, Reduction of Share Capital and
Issue of Redeemable Preference Shares
Company had allotted 38,00,000 and 15,00,000 equity shares on
25.08.2005 and on 25.02.2006 respectively to the Indian Promoter Group
Companies against the conversion of 53,00,000 share warrants allotted
on 26.08.2004. Thereafter, Company got the in-principle approval from
BSE for listing of said shares vide their letter dated 26.05.2008 with
the condition of in-principle approval from NSE also. However, NSE did
not grant any listing and trading permission of said 53,00,000 shares
allotted by the Company on preferential basis due to certain lapses of
erstwhile SEBI (DIP) Guidelines.
Non listing of the said 53,00,000 Equity Shares has led to a mismatch
between the "Issued Equity Share Capital" & "Listed Equity Share
Capital" of the Company.
It may be noted that the "Issued Equity Share Capital" has to be in
line with the "Listed Equity Share Capital", as per the Stock
Exchanges.
Hence it was proposed by the Board for reduction of the unlisted
53,00,000 Equity Shares of Rs. 10/- each, issued at a premium of Rs.9/-
each, by paying off/ returning the entire paid up share capital on the
unlisted 53,00,000 (Fifty Three Lac) Equity Shares of Rs. 10/- each
fully paid up, to those allottees, who had subscribed to the said
preferential allotment of 53,00,000 equity shares made by the Company
and thereby extinguishing all those shares. Further, apart from above,
it was proposed to issue upto 4,77,000 (Four Lac Seventy Seven
Thousand) Redeemable Preference Shares of Rs.100/- each fully paid up
at par in one or more trenches to these allottees against and in
proportion to the share premium amount received by the Company @ Rs.9/-
each per share (53,00,000 equity shares) from these allottees. The said
resolutions were approved by the shareholders of the Company at their
last AGM held on 30th September 2011.
Company has received NOC from NSE, BSE and part creditor(s) of the
Company for filing of Scheme of Arrangement relating to Re-Organisation
and Reduction of share capital with the Hon'ble High court of Delhi
pursuant to Section 391 and other applicable provisions of the
Companies Act, 1956. Shortly, the said petition shall be filed with the
Hon'ble High Court of Delhi.
Directors' Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
confirm:
i) that in the preparation of the Annual Accounts for the Financial
Year ended 31st March, 2012, the applicable Accounting Standards have
been followed along with proper explanation relating to material
departures;
ii) that the Directors had selected such accounting policies and
applied them consistently and made judgements 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 of the Company for the year under review;
iii) 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; and
iv) that the Directors have prepared the Annual Accounts for the
Financial Year ended 31st March, 2012 on a Ãgoing concern' basis.
Particulars of Energy, Technology and Foreign exchange
A- Energy conservation à The Company makes continuous efforts to
explore new technologies and techniques to make the infrastructure more
energy efficient. Moreover, the operations of the Company are not
energy intensive.
B- Technology absorption à Company uses Indian technical manpower to
operate Indian and imported infrastructure.
C- Foreign Exchange earnings and out go:
Earnings in foreign : Rs.11.51 Lakh
exchange
(Realisation basis)
Expenditure in foreign : Rs.10.74 Lakh
exchange
(Accrual basis)
Personnel and Particulars of Employees
The industrial relations with the workers and staff of the Company
remained cordial throughout the year. There was unity of purpose among
all levels of employees, continuously striving for improvement in work
practices and productivity. Training and development of employees
continue to be an area of prime importance. Pursuant to section 217
(2A) of the Companies Act, 1956, read with the Companies (Particulars
of Employees) Rules, 1975, as amended on 2011, a statement containing
list of employee(s) and details of the remuneration is given herein
below:
*Terms of Appointment
Dr. J.K. Jain was appointed as Managing Director of the Company for a
period of five years w.e.f. 01.10.1999. Thereafter, he re-appointed as
Managing Director of the Company by the Board of Directors at their
meeting held on 26th August 2004 for a period of five years w.e.f.
01.10.2004 with the approval of members of the Company and of the
Central Government. Remuneration of Dr. J.K. Jain, Chairman & Managing
Director of the Company was revised @ Rs. 5.00 Lac per month w.e.f.
01.04.2007 with the approval of the members of the Company and of the
Central Government. Further, he re- appointed as Chairman & Managing
Director of the Company at the remuneration of Rs.5.00 Lac per month
for a period of three years w.e.f. 01.10.2009 with the approval of
shareholders of the Company and Central Government.
Nature of appointment of Dr. J.K. Jain, Chairman & Managing Director :
Contractual
No. of equity shares of Jain Studios Ltd. held by Dr. J.K. Jain as on
31.03.2012 are 2,00,100, which constitutes 1.39% of the paid up share
capital of the Company.
Auditors
M/s Giri & Bansal, Chartered Accountants, Statutory Auditors of the
Company, retire at the conclusion of the ensuing Annual General
Meeting, being eligible offer themselves for re-appointment. The
Company has received a certificate from them that their re- appointment
if made would be within prescribed limits under Section 224(1B) of the
Companies Act, 1956.
Auditors' Report
The Notes to the Financial Statements bearing nos. 2.5, 2.9, 2.13,
2.18(a) & 2.32 referred to in the Auditors' Report para vi (a) to para
vi (c) of point no. 2 and item nos. i (b), iv, vii, ix (a) & (b) and
xi of the Annexure to the Auditors' Report, in italics are self
explanatory and therefore do not call for any further explanation u/s
217(3) of the Companies Act' 1956, except item no (ix) (a) & (b) of the
annexure to the Auditors' Report. The Management believes that it will
be possible to settle all the disputes within the next financial year.
Audit Committee recommendations
The Audit Committee has recommended for clearing all statutory dues,
such as, Provident Fund, Employees State Insurance, Service Tax, Custom
Duty, Cess and any other material statutory dues as early as possible
to avoid unnecessary interest, penalties and prosecutions.
Management Discussion and Analysis
A detail chapter on "Management Discussion & Analysis" (MDA) pursuant
Clause 49 of the listing Agreement is annexed to the Annual Report and
forms integral part of Directors' Report.
Corporate Governance Report
We strive to attain high standards of corporate governance while
interacting with all our stakeholders. The Company has duly complied
with revised Clause 49 - Corporate Governance Code as stipulated in the
listing agreement with Stock Exchanges. A separate section on Corporate
Governance alongwith Certificate from Ajay Behera & Associates, Company
Secretaries, confirming level of Compliance is annexed and forms part
of the Directors' Report.
Appreciation
Your Directors greatly appreciate the dedication and commitment of
employees at all levels who have contributed towards the effective
functioning of the Company. We also wish to convey gratitude to
Company's Bankers, Financial Institutions, Government Authorities,
Clients, Vendors, and Investors for their support and encouragement and
look forward for their continued support in the future.
For and on Behalf of the Board
Place : New Delhi (Dr. J.K. Jain)
Date : 13th August 2012 Chairman & Managing Director
Mar 31, 2010
We are pleased to present the Twentieth Annual Report of Jain Studios
Limited together with Audited Financial Statements and Auditors Report
for the Financial Year ended as on 31st March 2010. The Financial
Highlights for the year under review are given below:
(Rs. In Lakh)
Financial Results 2009-10 2008-09
Total Income 695.54 1166.30
Profit/ (Loss) before Interest,
Depreciation, 122.72 (114.16)
Exceptionalltem and Tax
Interest 268.92 260.93
Profit / (Loss) after Interest
but before Depreciation, (146.20) (375.09)
Exceptional item and Tax
Depreciation 118.15 106.39
Profit / (Loss) before
Exceptional Items and Tax (264.35) (481.49)
Exceptional Items 18.00 0.00
Profit / (Loss) before Tax (246.35) (481.49)
Provision for Taxation
(Including Current Tax, (68.62) (122.68)
FBT, Deferred Tax & MAT
Credit entitlement)
Profit / (Loss) after tax (177.73) (358.81)
Balance b/f from previous year (2478.35) (2119.54)
Net profit/(Loss) Carried to
Balance sheet (2656.08) (2478.35)
Performance
Dividend
During the year under review, the total income of your Company was
Rs.695.54 Lakh as compared to Rs. 1166.30 Lakh in the previous FY.
2008-09. The Loss before Tax for the year under review was Rs. 246.35
Lakh as compared to Loss before Tax of Rs. 481.49 Lakh in the previous
year. The Net Loss for the year under review was Rs. 177.73 Lakh as
compared to Net Loss of Rs. 358.81 Lakh in the previous year.
In view of the brought forward losses, your Directors have been unable
to recommend any dividend.
Business Operations Overview & Future Outlook.
The principal business activities of the Company are broadly
categorized into following areas:
1. JAIN TV (Broadcasting and related activities)
2. Teleport
Directors Responsibility Statement
3. Productions (Third party Video productions)
Your company has entered into agreements with reputed film and DVD
distribution Companies to release and marketing its film. The Company
has also set up an online marketing decision for the same. The Company
expects to release its first co- production "For Real" in theatres
across India this September-October.
Company has successfully entered into first Joint Venture for launch of
its 1st Regional channel that is expected to go on air before end of
this year. For this purpose the Company has floated an SPV alongwith
its JV partners. The company is in the process of negotiating similar
Joint Ventures for other Regional Channels.
The Company has also received their video infrastructure business and
started booking revenues for the same. The Company has further reduced
its operating cost for its TV business.
Fixed Deposits
The Company has not accepted any deposits during the financial year
under review.
Directors
In terms of the provisions of Companies Act, 1956 and the Articles of
Association of the Company, Shri M.D. Asthana and Ms. Tanuja Joshi,
Directors of the Company retires by rotation and being eligible, offers
themselves for re-appointment as non- executive Directors. Shri Krishan
Lall Khetarpaul resigned from the post of Directorship w.e.f. 21/06/
2010.
Status of Preferential Issues
Company had allotted 38,00,000 and 15,00,000 equity shares on
25.08.2005 and on 25.02.2006 respectively to the Indian Promoter Group
Companies against the conversion of 53,00,000 share warrants allotted
on 26.08.2004. Thereafter, Company got the in-principle approval from
BSE for listing of said shares vide their letter dated 26.05.2008.
Company is in process of obtaining the in-principle approval from other
stock exchanges including NSE for listing of said shares.
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
confirm:
i) that in the preparation of the Annual Accounts for the Financial
Year ended 31st March, 2010, the applicable Accounting Standards have
been followed along with proper explanation relating to material
departures;
ii) that the Directors had selected such accounting à policies and
applied them consistently and made judgements 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 of the Company for the year under review;
iii) 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; and
iv) that the Directors have prepared the Annual Accounts for the
Financial Year ended 31st March, 2010 on a going concern basis.
Particulars of Energy, Technology and Foreign exchange
A- Energy conservation - The Company makes continuous efforts to
explore new technologies and techniques to make the infrastructure more
energy efficient. Moreover, the operations of the Company are not
energy intensive.
B- Technology absorption - Company uses Indian technical manpower to
operate Indian and imported infrastructure.
C- Foreign Exchange earnings and out go:
Earnings in foreign : Rs.26.44 Lakh
exchange (Realisation basis)
Expenditure in foreign : Rs. 1.87 Lakh
exchange (Accrual basis)
Personnel and Particulars of Employees
The industrial relations with the workers and staff of the Company
remained cordial throughout the year. There was unity of purpose among
all levels of employees, continuously striving for improvement in work
practices and productivity. Training and development of employees
continue to be an area of prime importance. Pursuant to section 217
(2A) of the Companies Act, 1956, read with the Companies (Particulars
of Employees) Rules, 1975, as amended, a statement containing list of
employees and drawing remuneration exceeding Rs. 24.00 Lacs per annum
or Rs. 2.00 Lac per month is given herein below:
No. of equity shares of Jain Studios Ltd. held by Dr. J.K. Jain as on
31.03.2010 are 2,00,100, which constitutes 1.39% of the paid up share
capital of the Company.
Auditors
M/s Giri & Bansal, Chartered Accountants, Statutory Auditors of the
Company, retire at the conclusion of the ensuing Annual General
Meeting, being eligible offer themselves for re-appointment. The
Company has received a certificate from them that their re- appointment
if made would be within prescribed limits under Section 224(1 B) of the
Companies Act, 1956.
S.No Name Designation Remuneration Qualification
Received (Rs.)
1. Dr. J.K.Jain Chairman and 36,00,000/-** M.B.8.S,
Managing Director MS.F.I.C.S
S.No Name Exp Age Date of Particulars
Commence- of Last
merit Employment
1. Dr.J.K.Jain 39 64 01.10.1999* Industrialist
yrs. yrs.
Note:
Auditors Report
*Dr. J.K. Jain was appointed as Managing Director of the Company for a
period of five years w.e.f. 01.10.1999
**Remuneration of Dr. J.K. Jain, Chairman & Managing Director of the
Company has been revised @ Rs. 5.00 Lac per month w.e.f. 01.04.2007
with the approval of the members of the Company and of the Central
Government.
Nature of appointment of Dr. J.K. Jain, Chairman & Managing Director:
Contractual
**Terms of Appointment:
Dr. J.K. Jain was re-appointed as Managing Director of the Company by
the Board of Directors at their meeting held on 26th August 2004 for a
period of five years w.e.f. 01.10.2004 with the approval of members of
the Company and of the Central Government. Further, he has been
re-appointed as Chairman & Managing Director of the Company by the
Board at their meeting held on 31.08.2009 with the approval of the
members of the Company at the remuneration of Rs.5.00 Lac per month for
a period of three years w.e.f. 01.10.2009. Approval of the Central
Government is pending.
The Notes on Accounts bearing no. 3, 6, 13 & 17 of Schedule "S"
referred to in the Auditors Report para vi (a) to para vi (f) of point
no. 2 and item no. (xi) of the Annexure to the Auditors Report, in
italics are self explanatory and therefore do not call for any further
explanation u/s 217(3) of the Companies Act 1956, except item no (ix)
(a) of the annexure to the Auditors Report. The Management believes
that it will be possible to settle all the disputes within the next
year.
Audit Committee recommendations
The Audit Committee has recommended for clearing all statutory dues,
such as, Provident Fund, Employees State Insurance, Service Tax, Bonus,
Royalty, Electricity & Water charges, Wealth Tax & Fringe Benefit Tax
or any other material statutory dues as early as possible to avoid
unnecessary penalties and prosecutions.
Management Discussion and Analysis
A detail chapter on "Management Discussion & Analysis" (MDA) pursuant
Clause 49 of the listing Agreement is annexed to the Annual Report and
forms integral part of Directors Report.
Corporate Governance Report
We strive to attain high standards of corporate governance while
interacting with all our stakeholders. The Company has duly complied
with revised Clause 49 - Corporate Governance Code as stipulated in the
listing agreement with Stock Exchanges. A separate section on Corporate
Governance alongwith Certificate from B.S. Goyal & Co., Company
Secretaries, confirming level of Compliance is annexed and forms part
of the Directors Report.
Subsidiary
Financial Statements and other document of the subsidiary Company
namely Dr. Jain Video On Wheels Ltd. are annexed pursuant to Provisions
contained in Section 212 of the Companies Act 1956.
Consolidated Financial Statement
The Consolidated Financial Statements as stipulated by Clause 32 of the
Listing Agreement with Stock Exchanges have been prepared by your
Company in accordance with requirements of Accounting Standard 21
"Consolidated Financial Statements" issued by the Institute of
Chartered Accountants of India. The Audited Consolidated Financial
Statements together with Auditors Report forms part of the Annual
Report.
Appreciation
Your Directors greatly appreciate the dedication and commitment of
employees at all levels who have contributed towards the effective
functioning of the Company. We also wish to convey gratitude to
Companys Bankers, Financial Institutions, Government Authorities,
Clients, Vendors, and Investors for their support and encouragement
and look forward for their continued support in the future.
For and on Behalf of the Board
Place : New Delhi
(Dr. J.K. Jain)
Date : 11th August 2010
Chairman & Managing Director
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