DIRECTOR'S REPORT To The Members, Pooja Entertainment and Films Limited 1. Your Directors have pleasure in presenting before you the Twenty Eighth Annual Report of the Company on the business and operation of the Company, together with the Audited Statements of Accounts of for the year ended 31st March, 2015. 2. Nature of Business: The 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. There was no change in the nature of the business of the Company during the year under review. 3. Results 0f Operations: During the year under review, the Company recorded the turnover of Rs. 2,510.32/- Lacs against previous year Rs. 6,933.86/- Lacs representing an decrease of 63.80%; Profit before tax stood at Rs. 55.30/- Lacs for the year under review as compared to Rs. 301.74/- Lacs for the previous year representing an decrease of 81.67%; Profit after tax and prior period adjustment stood at Rs. 29.01/- Lacs for the year under review as compared to Rs. 104.72/- Lacs for the previous year representing an decrease of 72.30%. 4. Segment Performance: 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. 5. Review of Business Operations and Future Prospects: Since there was only one release in financial year 2014-15 a decline in revenue has been observed as compared to the earlier year, current year revenue mainly comprises of theoretical realizations and sale of satellite rights for the movies released in earlier years. The Company is also working hard to prepare its upcoming production slate and discussions are underway with talent as well as studio partners to finalize these projects in the coming years. 6. 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 2014-15. 7. Reserves: It is not proposed to transfer any amount to reserves out of the profits earned during F.Y. 2014-15. 8. Deposits: During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. 9. Share Capital: As on 31st March, 2015, the paid up capital is at Rs. 38,571,250/- as against Rs. 35,978,500/- on 31st March, 2014. The increase in paid up capital is due to receipt of calls in arrears. During the year, calls in arrears amounting to Rs. 2,592,750/- have been received and as on date there are call in arrears amounting to Rs. 11,433,750/-. In conformity with the provisions of the Companies Act, 2013 and Clause 32 of the Listing Agreement with the Stock Exchanges, the Cash Flow Statement for the year ended 31st March, 2015 is attached in Annual Report. 11. Board Evaluation: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process. 12. Number of Board Meetings conducted during the year under review: The Company had 6 (Six) Board Meetings during the Financial Year under review. For further details, please refer report on Corporate Governance on page no. 31 of this Annual report. 13. Directors and Key Managerial Person: Pursuant to the provisions of Sections 149 and 152 of Companies Act, 2013 and in terms of the Articles of Association of the Company Ms. Puja Bhagnani, Whole Time Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. 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. During the year, Ms. Deepika Trivedi, Company Secretary of the Company resigns from the post of Company Secretary & Compliance Officer of the Company w.e.f 30th October, 2014 and Appointment of Ms. Sneha Poojari, appointed for the post of Company Secretary and Compliance Officer of the Company on 31st October, 2014. Ms. Sneha Poojari, Company Secretary of the Company resigns from the post of Company Secretary & Compliance Officer of the Company w.e.f 19th January, 2015 and appointment of Ms. Vaishali Rathod, appointed for the post of Company Secretary and Compliance Officer of the Company on 14th April, 2015. 14. Declaration of Independent Directors: Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfil the criteria of independence as specified in Section 149(6) of the Companies Act, 2013. 15. Committees of Board: A. Audit Committee: The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 of the C om p a n i e s (Meetings of the Board and its Powers) Rules, 2013 is applicable to the Company. The Audit Committee comprises of Mr. Vivek Bhole who serves as the Chairman of the Committee and Mr. Kuki Abdul Khan and Mr. Manoj Nihalani as other members. The Company had 4 (Four) Audit Committee Meetings during the Financial Year under review. All the recommendations made by the Audit Committee during the year were accepted by the Board. B.Nomination and Remuneration Committee: A Nomination and Remuneration Committee is in existence in accordance with the provisions of subsection (3) of Section 178. Kindly refer section on Corporate Governance, under the h e a d , ' N o m i n a ti on , Re m u n e r a ti on , Compensation and Management Development Committee' for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee. The Nomination and Remuneration Committee comprises of Mr. Kuki Abdul Khan serves as Chairman of the Committee and Mr. Manoj Nihalani and Mr. Vivek Bholeas other members. C. Stakeholders Relationship Committee: The provision of section 178 of the Companies Act, 2013 is applicable to the Company. The composition and terms of reference of the Stakeholders' Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. The Stakeholders Relationship Committee comprises of Mr. Kuki Abdul Khan who serves as the Chairman of the Committee and Mr. Vivek Bhole and Mr. Manoj Nihalani as other members. The Company had 5 (Five) Meetings during the Financial Year under review. D. Details of Establishment of Vigil Mechanism for Directors and Employees: The Vigil Mechanism of the Company, which also incorporates a whistle bowler policy in terms of the Listing Agreement, includes and Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website. E. Risk Management Policy: The Board of Directors of the Company has formulated a Risk Management Policy which aims at enhancing shareholders' value and providing an optimum risk reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that th e organisation faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures. 16. Company's Policy Relating to Directors Appointment, Payment of remuneration and discharge of their duties: The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013, have formed Nomination & Remuneration Committee. 17. Particulars of Employees The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. 18. Internal Audit & Controls: Pursuant to Section 138 of the Companies Act, 2013 and Rules made there under, the Board of D irectors of Com p an y h as app oin ted M/s A. Dass & Co., Chartered Accountants, as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations. 19. Listing: As on date all the 5000500 Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE). The Listing fees have been paid to the Bombay Stock Exchange Limited (BSE) for the year 2015-16. 20. Depository: Equity shares of the Company are traded in demat form as well as in physical form. For dematerialization of shares, the Company has connectivity with the National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). 21. Corporate Social Responsibility: The provisions of section 135 and Schedule VII of the Companies Act, 2013 in respect to CSR is not applicable on your Company. 22. Particulars of contracts or arrangements made with related parties: All the transactions / contracts / arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party(ies) are in the ordinary course of business and on arms' length basis. Hence, Section 188(1) is not applicable and consequently no particulars in form AOC-2 have been furnished. 23. Particulars of Loans, Guarantees or Investments: 24. Subsidiaries, Joint Ventures and Associate Companies: The Company does not have any Subsidiary, Joint venture or Associate Company. 25. Disclosure of Orders passed by Regulators or Courts or Tribunal: No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company's operations in future. 26. Statutory Auditors: Pursuant to the provisions of Section 139(1) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Jayantilal Thakkar & Co., Chartered Accountants (Firm Registration No. 104133W), the Statutory Auditors of the Company, hold office upto the conclusion of the Thirty Two Annual General Meeting. However, their appointment as Statutory Auditors of the Company is subject to ratification by the Members at every Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed. Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of members. 27. Secretarial Audit: The particulars of loans, guarantees and In terms of Section 204 of the Companies Act, investments have been disclosed in the financial 2013, the Report in respect of the Secretarial statements. Audit carried by M/s B. K. Pradhan & Associates, Company Secretaries in Form MR-3 for the financial year 2014-15. The report of the Secretarial Auditors is enclosed as Annexure "A" to this report. The report is self-explanatory and do not call for any further comments. 28. Comments on qualifications, reservations or adverse remarks or disclaimers made by the Auditors: There was no qualifications, reservations or adverse remarks made by the either by the Auditors in their reports. 29. Annual Return: The extracts of Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure "B" and is attached to this Report. 30. Corporate Governance: The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Govern an ce 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. 31. Management Discussion and Analysis Report The Management Discussion and Analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report. 32. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo: The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. 33. Directors Responsibility Statement: In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submit its responsibility Statement:— (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to materialdepartures; (b) the directors had 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 and loss of the Company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; and (e) the directors, in the case of a listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 34. Acknowledgement: 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, suppliers, contractors and other associates for their continued support to the Company. The Directors also place on record their sincere appreciation to the employees at all levels for their continuing support and efforts in ensuring the heights of success. We look forward to their continued support in the future. For and on behalf of the Board For Pooja Entertainment and Films Limited Vashu Bhagnani (Managing Director) DIN: 00043481 Date: 13th August, 2015 Place: Mumbai |