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