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Directors Report of Filmcity Media Ltd.
Mar 31, 2024
Your directors have pleasure in presenting the 30th Annual Report of Filmcity Media Limited ("Your Company/
the Company) together with the Audited Financial Statements of the year ended March 31, 2024.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
In compliance with the applicable provisions of the Companies Act, 2013, ("the Act"), the Securities and
Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations"), this Boardâs Report is prepared based on the standalone financial statements of
the Company for the year under review.
The highlights of Financial Results on Standalone basis for the Financial Year ended on March 31,
2024 are as follows:
(fin lakhs)
|
PARTICULARS |
Year ended |
Year ended |
|
Total Revenue from Operations |
201.03 |
0.00 |
|
Other Income |
0.59 |
0.00 |
|
Total Income |
201.62 |
0.00 |
|
Depreciation and Amortization Expense |
0.19 |
0.24 |
|
Total Expenses |
192.48 |
36.99 |
|
Profit (Loss) Before Tax |
9.15 |
(36.99) |
|
Tax Expenses/Deferred Tax |
0.03 |
0.00 |
|
Net Profit/(Loss) After Taxation |
9.12 |
(36.99) |
2. OPERATIONS REVIEW-STANDALONE
Your Company has earned Income from Operation and Profit before Tax aggregated to Rs. 201.62 Lakhs
and 9.15 Lacs during the current year, respectively as compared income from operation is 0.00 Lacs and
Profit/(Loss) before tax (36.99) Lacs during the previous year.
3. ACCOUNTING METHOD
Company were required to comply with the Indian Accounting Standards (IND-AS) for the preparation of
the Financial Statements. Accordingly, the annual financial statements for the year ended March 31,2024
are prepared as per IND-AS.
4. STATE OF COMPANY''S AFFAIRS
The Company is engaged in the business of Film production, Distribution and Exhibition. Detailed information
on the operation of the Company and details on the state affairs of the Company are covered in the
Management Discussion and Analysis Report attached to this Report.
5. CHANGE IN NATURE OF BUSINESS
There was no change in the nature of business of company
6. TRANSFER TO RESERVES
During the year under review, the Company has transferred amount of Rs. 9.12 lacs to the General
Reserves. As on 31st March, 2024, Reserves and Surplus (other equity) of the Company were at (2.52)
lakhs.
7. DIVIDEND
The Board of Directors of the Company has not recommended any dividend on the equity shares of the
Company for the financial year 2023-2024 due to conservation of profits.
8. SHARE CAPITAL
As on March 31,2024, the Authorized Share Capital of the Company was Rs. 30,00,00,000. The paid-up
equity share capital of the Company as on March 31,2024 was Rs. 3,05,70,969/- comprising of 3,05,70,969
Equity shares of Face Value of 1/- each. During the year under review, there were no changes in capital
structure of the Company. Your Company has not issued any equity shares with differential rights as to
dividends, voting or otherwise, or any convertible securities, warrants or Sweat Equity shares. Your Company
does not have any Employee Stock Option Scheme or Employee Stock Purchase Scheme.
9. LISTING OF SHARES AND LISTING FEES
The equity shares of the Company are listed on BSE Limited vide Scrip Code 531486. Your Company has
paid the Annual Listing Fee up to date and there are no arrears. Further the trading of equity shares of your
Company started by BSE Limited w.e.f July 18, 2024. The BSE have nation-wide trading terminals and
therefore provide full liquidity to the investors.
10. DEPOSITS
Your Company has not accepted or invited any Deposits from the public and consequently no Deposits
have matured/become due for re-payment as on 31st March, 2024.
11. RISK MANAGEMENT FRAMEWORK
The Company has a robust internal business management framework to identify, evaluate business risks
and opportunities which seeks to minimize adverse impact on the business objectives and enhance the
Company''s business prospects. Risk Management is an Integral part of the Company''s business strategy
12. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Board has pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with
Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, framed "Vigil Mechanism (Whistle
Blower) Policy" ("the Policy")'' to deal with instances of fraud and mismanagement, if any. This Policy has
been formulated to provide Vigil Mechanism for employees including directors of the Company to report
genuine concerns from time to time. The said policy is placed on the website of the Company and may be
accessed at a link https://filmcitym.com/wp-content/uploads/2024/03/VIGIL-MECHANISM-WHISTLE-
BLOWER-POLICY.pdf
13. POLICIES
The Company has adopted the various policies in compliance with the provisions of SEBI (LODR)
Regulations, 2015:
1. Policy for Determination of Materiality of Disclosures.
2. Policy on Materiality of Related Party Transactions.
3. Adoption of policy on preservation of documents.
4. Adoption of archival policy.
5. Policy on determine materiality of event
6. Risk Management Policy
The details of the Policy are available on the website of the Company at www.filmcitym.com
14. DEMATERILISATION OF SHARES
Your Company has connectivity with NSDL & CDSL for dematerlisation of its equity shares. The ISIN no.
INE600B01033 has been allotted for the company. Therefore, the member and/or investors may keep
their shareholding in the electronic mode with their Depository Participates
15. BOARD OF DIRECTORS
The Composition of Board of Directors of the Company is in accordance with the Companies Act, 2013
and Regulation 17 of the SEBI LODR, 2015. Our Company has an appropriate combination of Executive,
Non- Executive and Independent Directors including an Independent Woman Director to maintain
independence and efficiency of the Board in its functions of governance and management.
Our Companyâs directors are highly experienced professionals in their respective functional areas and
provide directions to the management on operational issues, adoption of systems and best practices in
management and oversight of compliance of various legal and other requirements. The members of our
Board are from diverse backgrounds with exceptional skills and experience in critical areas like Stock
Market, finance, entrepreneurship and general management. The Board reviews its strength and composition
from time to time to ensure that it remains aligned with the statutory as well as business requirements.
The Company believes that an active and well-informed Board is necessary to ensure highest standards
of corporate governance. All statutory and other significant and material information are placed before the
Board to enable it to discharge its fiduciary duties keeping in mind the interests of all its stakeholders and
the Companyâs corporate governance philosophy.
The Board of Directors complies with the provisions of SEBI LODR, 2015 and Companies Act, 2013 in
regard to the meetings of the Board and Committees thereof. The Management and Board of the Company
continuously and actively supervise the arena of Corporate Strategy, planning, external contracts and
other board matters on continual basis. The Senior Management Personnel heading separate divisions
are responsible for day to day operations of their respective divisions.
Board Composition
The Board of Directors (âBoardâ) has an optimum combination of Executive and Non-Executive Directors,
representing a blend of professionalism, knowledge and experience. The size and composition of the
Board meet the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (âListing Regulationsâ). As on March 31,2024, the Board comprises of 5 Directors out of which 1 is
Managing Director, 2 are Executive Director, 2 are Non-Executive Independent Directors. All Directors are
competent and experienced personalities in their respective fields.
The Independent Directors neither have any pecuniary relationship or transactions with the company, nor
with the promoters, and management, which may affect independence or judgment of the directors in any
manner. All the Independent Directors have satisfied the criteria/conditions of independence as laid down
in Regulation 16(1 )(b) of the SEBI LODR , 2015 and Section 149(6) of Companies Act, 2013. The
Independent Directors have confirmed that they have registered their names in the databank maintained
with the Indian Institute of Corporate Affairs (âIICAâ). The Board periodically evaluates the need for change
in its composition.
Pursuant to Section 164(2) of the Act, all the Directors have also provided annual declarations that they
have not been disqualified to act as Directors. The number of Directorship(s), Committee Membership(s)
/ Chairmanship(s) of all Directors is within respective limits prescribed under the Act and SEBI LODR,
2015 as amended from time to time.
Key Managerial Personnel
In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company:
Mr. Surendra Ramkishore Gupta, Managing Director, Mr. Mohit Jain, Executive Director cum CFO, Mrs.
Kirti Vishnu Tiwari, Executive Director cum CEO and Mrs. Raksha Kumari, Company Secretary of the
Company
Board Meetings
The Board meets at regular intervals to discuss and decide on the Companyâs business policy and strategy
apart from other Board business. The Board exhibits strong operational oversight with regular presentations
in quarterly meetings. if the need arises, the Boardâs or Committeeâs approval is taken by passing resolutions
through circulation or by calling the Board / Committee meetings at a shorter notice, in accordance with
the applicable law.
The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed
to enable the Directors to make an informed decision
Number of Board Meetings
During the year under review, five (5) Board Meetings were held during the financial year 2023-24, on April
06, 2023; May 19, 2023; August 04, 2023; November 08, 2023 and February 09, 2024.
Board Evaluation
The Board of Directors carried out an annual evaluation of its own performance, Board Committees, and
Individual Directors in accordance with the Act, Listing Regulations, and Governance Guidelines. The
Nomination and Remuneration Committee led an internal evaluation process to assess the performance
of the Board, its committees, and individual directors.
The performance of Individual Directors was reviewed by the Board and the NRC, with criteria such as
preparedness, constructive contributions, and input in meetings. Non Independent Directors, the Board as
a whole, and the Chairman of the Company were evaluated at a separate meeting of Independent Directors.
The evaluation results were discussed at the Board meeting, where an action plan was agreed upon.
Board Diversity
The Company recognizes and embraces the importance of a diverse board in its success. The Company
believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill,
regional and industry experience, cultural and geographical background, age, ethnicity, race, and gender,
which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity
Policy, as a part of NRC Policy which sets out the approach to the diversity of the Board of Directors. The
said Policy is hosted on the website of the Company at www.filmcitym.com.
Appointment of Independent Directors
Your Company has appointed following Two (Two) Independent Directors including 1 (one) Women Director.
⢠Ms. Priyanka Singh (DIN: 08752330)
⢠Mr. Nitesh Singh (DIN: 08751700)
The Board further confirms that the Independent Directors also meet the criteria of expertise, experience
and integrity in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).
Independent Directors
Ms. Priyanka Singh and Mr. Nitesh Singh are Independent Directors on the Board
Re-appointment of Directors retiring by rotation
Pursuant to the provision of Section 152 of the Companies Act, 2013, ("Act") and articles of association of
the Company, Mr. Surendra Ramkishore Gupta (DIN: 00778018) Managing Director of the Company,
retires by rotation at the ensuing Annual General Meeting and being eligible, has offer himself for re¬
appointment. The Board recommended her re-appointment for consideration at the ensuing AGM. The
disclosures required regarding appointment / re-appointment of Mr. Surendra Ramkishore Gupta (DIN:
00778018) pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on
General Meeting issued by The Institute of Company Secretaries of India are given in the Notice of AGM,
forming part of the Annual Report.
Pecuniary relationship or transactions with the Company
During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship
or transactions with the Company other than sitting fees, commission, and reimbursement of expenses
incurred by them for the purpose of attending meetings of the Board/ Committee(s) of the Company.
16. COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 178 of the Act and Regulation 19 of Listing Regulations, the Nomination
and Remuneration Committee (NRC) has formulated "Nomination and Remuneration Policy" which deals
inter-alia with the appointment and remuneration of Directors, Key Managerial Personnel, Senior
Management and other employees. The said policy is uploaded on the website of the Company and web-
link thereto is https://filmcitvm.com/wp-content/uploads/2024/03/NRC-Policv.pdf
The salient features of the policy are as under:
1. Criteria for appointment:
a. NRC shall identify, ascertain and consider the integrity, qualification, expertise and experience of
the person for the appointment as a Director of the Company and recommend to the Board his /
her appointment. The Directors shall uphold ethical standards of integrity and probity and shall
exercise their duties and responsibilities in the interest of the Company.
b. A person proposed to be appointed as Director should possess adequate qualification, expertise
and experience for the position he / she is considered for appointment. They shall possess
appropriate core skills/ expertise/ competencies/ knowledge in one or more fields of finance, law,
management, and marketing and administration, in the context of business and/or the sector in
which the company operates. The NRC has the discretion to decide whether qualifications, expertise
and experience possessed by a person are sufficient/ satisfactory for the concerned position.
c. The Company shall comply with the provisions of the Act and Listing Regulations and any other
laws if applicable for appointment of Director of the Company. The Company shall ensure that
provisions relating to limit of maximum directorships, age, term etc. are complied with.
2. Remuneration of the Whole Time /Executive Director(s) / Managing Director:
a. The remuneration including commission payable to the Whole Time /Executive Director(s) /
Managing Director shall be determined and recommended by the NRC to the Board for approval.
b. While determining the remuneration of the Executive Directors, following factors shall be considered
by the NRC/ Board:
⢠Role played by the individual in managing the Company including responding to the challenges
faced by the Company
⢠Individual performance and company performance so that remuneration meets appropriate
performance benchmarks
⢠Reflective of size of the Company, complexity of the sector/ industry/companyâs operations
and the Companyâs financial position.
3. Remuneration to Non- Executive / Independent Directors:
Sitting Fees: Independent Directors are entitled for sitting fees for attending meetings of the Board or
Committee of the Board or for any other purposes as may be decided by the Board, of such sum as
may be approved by the Board of Directors of the Company within the overall limits prescribed under
the Act and the rules made there under, Listing regulations or other applicable law.
17. COMMITTEES OF THE BOARD
As required under the Act and the Listing Regulations, the Company has constituted the following statutory
committees:
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholders Relationship Committee
18 AUDIT COMMITTEE:
The Audit Committee is duly constituted by the Board of Directors of the Company in accordance with the
requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulation, 2015. The Audit Committee as on March 31,2024, comprises
of the following directors:
Ms. Priyanka Singh, Chairperson
Mr. Nitesh Singh, Member
Ms. Kirti Vishnu Tiwari, Member
During the year under review, the Board of Directors of the Company had accepted all the recommendations
of the Committee.
19. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of Directors is duly constituted by the Board of Directors of
the Company in accordance with the requirements of Section 178 of the Companies Act, 2013 & Regulation
19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and
Remuneration Committee as on March 31, 2023, comprises of the following directors:
Mr. Nitesh Singh, Chairperson
Ms. Priyanka Singh, Member
Mr. Mohit Jain, Member
20. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Committee looks into redressal of Shareholder''s/Investors'' complaints related to transfer of shares,
non-receipt of balance sheet, non-receipt of declared dividends, among others.
The Committee has such term of reference, role, responsibility and powers as specified in Section 178 of
the Companies Act, 2013 and in the Securities and Exchange Board of India (Listing Obligation and
Disclosure Requirements) Regulation, 2015, as amended from time to time.
Composition of Stakeholder''s Relationship committee meets the criteria laid down in Section 178 of the
Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements)
Regulation 2015.
Ms. Priyanka Singh, Chairperson
Mr. Nitesh Singh, Garg, Member
Mr. Surendra Ramkishore Gupta, Member
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013
During the year under review, the Company has not provided any loans, given any guarantee to any Body
Corporate under Section 186 of the Companies Act, 2013. Further, the Company has not made an
investments under the said section of the companies act, 2013
22. PREVENTION OF INSIDER TRADING
In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment)
Regulations, 2018 (''the PIT Regulations''), as amended from time to time, The Board of Directors has
adopted the code of "Code Of Practices & Procedures For Fair Disclosure Of Unpublished Price Sensitive
Information" under Regulation 8(1) of the PIT Regulations. Regular presentations and updates on relevant
statutory changes encompassing important laws are made and circulated to the Directors.
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated employees of the Company. The Code requires pre¬
clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by
the Directors and the designated employees while in possession of unpublished price sensitive information
in relation to the Company and during the period when the Trading Window is closed. The Board is
responsible for implementation of the Code.
The above said code have been uploaded on the website of the company and also in accordance with the
PIT Regulations. Your Company has a comprehensive Code of Conduct for regulating, monitoring and
reporting of trading by Insiders. The said Code lays down guidelines, which advise Insiders on the procedures
to be followed and disclosures to be made in dealing with the shares of the Company and cautions them
on consequences of non-compliances.
23. RELATED PARTY TRANSACTIONS
Transaction entered with related parties for the year under review were in the ordinary course of business
and are placed before the Audit Committee on regular basis. All the transactions entered with related
parties do not attract the provisions of Section 188 of the Companies Act, 2013 none of the Directors have
any pecuniary relationships or transactions with the Company. The related party transactions entered into
by the Company are disclosed in Note no 26 of the Notes to Accounts. No transactions were entered into
by the Company then disclosure of Form AOC-2 not required. The Policy on Related Party Transactions
as approved by the Board is uploaded on the Companyâs website at www.filmcitvm.com.
Your Company has adopted a policy on Related Party Transactions and it has been uploaded on the
Companyâs website at https://filmcitym.com/wp-content/uploads/2024/03/RPT.pdf
24. HOLDING/ SUBSIDIARY/ ASSOCIATE/ JOINT VENTURE
The Company is not having any subsidiary or associate or joint venture, it is not required to consolidate the
financial statements in terms of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014. the Company has framed a policy for determining material subsidiaries, which
can be https://filmcitvm¦Com/wp-content/uploads/2024/03/POLICY-ON-MATERIAL-SUBSIDIARIES¦Pdf
25. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3) (c) and 134(5) of the Companies Act, 2013, your Directors, to
the best of their knowledge and belief and according to the information and explanations obtained by
them, state and confirm that:
⦠In the preparation of the annual accounts for the year ended March 31,2024, the applicable accounting
standards have been followed along with proper explanation relating to material departures, if any;
⦠such accounting policies as mentioned in the notes to the Financial Statements for the year ended
March 31, 2024, have been selected and applied consistently and judgments and estimates have
been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31,2024 and of the Profit of the Company for the year ended on that date;
⦠proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;
⦠the annual financial statements for the year ended March 31, 2024, have been prepared on a going
concern basis;
⦠internal financial controls to be followed by the Company have been laid down and that the said
financial controls were adequate and were operating effectively;
⦠Proper systems to ensure compliance with the provisions of all applicable laws have been devised
and such systems were adequate and operating effectively.
26. APPOINTMENT OF INDEPENDENT DIRECTORS
Your Company has appointed following 2 (Two) Independent Directors including 1 (one) Women Director
Ms. Priyanka Singh (DIN: 08752330)
Mr. Nitesh Singh (DIN: 08751700)
The Board further confirms that the Independent Directors also meet the criteria of expertise, experience
and integrity in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).
27. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from Independent Director(s) confirming that they meet
the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 along with
Rules framed thereunder and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and independent of the management. Independent Director(s) has already registered with
MCA Databank of Independent Directors in terms of section 150 of the Companies Act, 2013 read with Rule
6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, and also given the online self¬
assessment proficiency test and cleared the same within the timelines as prescribed by MCA, to whomever
it was applicable. The Independent Directors comply with the Code of Conduct prescribed under Schedule IV
of the Companies Act, 2013, and the Code of Business Conduct adopted by the Company.
28. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The Provision of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend
declared.
29. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
Your Company has in place Familiarization Programme for the Independent Directors to familiarize them
about the Company and their role, rights and responsibilities in the Company. At the time of appointment
of a Director (including Independent Director), a formal letter of appointment is given to them, which inter
alia explains the role, function, duties and responsibilities expected from them as Directors of the Company.
The draft letter of appointment containing terms and conditions of their appointment is available on the
website of the Company www.filmcitym.com. The Director is also explained the compliances required
from him/her under the Companies Act, 2013, Listing Regulations and other applicable laws. The Chairman
also does one to one discussion with the newly appointed Directors to familiarize them with the Company''s
operations. On the request of the individual director, site visits to plant locations are also organized by the
company for the directors to enable them to understand the operations of the Company. Further, on an
ongoing basis as a part of Agenda of Board meetings, discussions are made on various matters inter alia
covering the Company''s business and operations, Industry and regulatory updates etc. The Familiarization
Programme and details of Familiarization Programme imparted during 2023-24 are uploaded on the website
of the Company www.filmcitym.com.
30. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR
DETERMINING QUALIFICATION, POSITIVE ATTRIBUTES, INDEPENDENCE OF DIRECTOR
The Company believes that building a diverse and inclusive culture is integral to its success. A diverse
Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications,
professional experience, and knowledge of the Board members necessary for achieving sustainable and
balanced development. Accordingly, the Company has formulated and adopted the Nomination and
Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the Rules
issued thereunder and the Listing Regulations during the financial year under review.
The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee
shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the
Board of Directors of the Company and persons in the Senior Management of the Company, their
remuneration including determination of qualifications, positive attributes, independence of directors and
other matters as provided under subsection (3) of Section 178 of the Act (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force). The Policy also lays down broad
guidelines for evaluation of performance of Board as a whole, Committees of the Board, individual Directors
including the chairperson and the Independent Directors. The Policy encourages the appointment of women
at senior executive levels and thereby promoting diversity. The Policy is designed to attract, recruit, retain
and motivate best available talent.
There was no change carried in such policy during the year under review.
The web link of the Remuneration Policy is https://filmcitym.com/wp-content/uploads/2024/03/NRC-
Policy.pdf.
31. CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS
In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from time to time, the
Company has adopted a Code of Conduct for Prevention of Insider Trading (Insider Code) as approved by
the Company''s Board. A copy of the code has been upload on the Company''s website at www.filmcitym.com.
Any Insiders (as defined in Insider Code) including designated employees & persons and their relatives
are, inter-alia, prohibited from trading in the shares and securities of the Company or counsel any person
during any period when the "unpublished price sensitive information" are available with them. The Insider
Code also requires pre-clearance for dealing in the Company''s shares and prohibits dealing in Company''s
shares by the Directors and the designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the Trading Window is closed.
32. CORPORATE GOVERNANCE REPORT
As per the Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, issued by the Securities
Exchange Board of India and as per the Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of
regulation 46 and para C , D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 shall not apply, in respect of the listed entity having paid up equity share capital not
exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the
previous financial year. Therefore, the Company is not falling under aforesaid applicability criteria, prescribed
in SEBI Circular as mentioned aforesaid, and does not require to prepare and attach the report on Corporate
Governance with this Annual Report.
33. MANAGEMENT RESPONSIBILITY REPORT
Your Company is not Mandatorily required to submit Business Responsibility Report for the year ended
March 31, 2024 as stipulated under Regulation 34 of the SEBI Listing Regulations, Provided that where
the provision of the Act becomes applicable to the Company at a later date, the Company shall comply
with the requirements within stipulated time from the date on which the provisions become applicable to
the Company.
34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the financial year under review as stipulated under
Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is presented in the separate section forming part of this Annual Report.
35. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
There are no instances of one time settlement during the financial year under review.
36. CORPORATE SOCIAL RESPONSIBILITY
The Company has not implemented any Corporate Social Responsibility initiative as the provisions of
Section 135 of the Companies Act, 2013 and rules made thereunder are not applicable to the Company
and consequently, the reporting requirements thereunder do not at present apply to your company.
37. DEMATERIALIZATION OF SHARES
Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the
Securities and Exchange Board of India (SEBI) circular dated May 29, 2000. The Company has established
connectivity with both the Depositories viz. National Security Depository Ltd. (NSDL) as well as Central
Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31st March, 2024, 97.63% of
the Companyâs Share Capital is in dematerialized form.
The ISIN allotted to the equity shares of the Company is INE600B01033.
38. AUDITORS
STATUTORY AUDITORS
In accordance with the provisions of Section 139 of the Act, based on the recommendation of the Audit Committee
of the Company, the Board of Directors on January 30, 2023, Re-appointed of M/s Bhatter & Associates
Chartered Accountants (Firm Registration No.131411W), as the Statutory Auditor of the Company for a period
of 5 (Five) years, to audit the financial statement so the Company for the financial year from 2022-23 to 2026¬
27, by the members of the Company at their Annual General Meeting held on March 18, 2023.
The Statutory Auditors M/s. Bhatter & Associates, Chartered Accountants have issued their reports on
Financial Statements for the year ended March 31,2024 and there are no adverse remarks or qualifications
in the said report.
39. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances
of frauds committed in the Company by its Officers or Employees to the Audit Committee under section
143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.
40. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act, read with rules thereunder, the Board at its meeting
held on August 04, 2023 had appointed M/s. VRG & Associates, Practicing Company Secretaries
(Membership No. 33236 & Peer review Certificate No. 1678/2022) to conduct Secretarial Audit of the
Company for the year ended March 31, 2024. The Secretarial Audit Report issued by them in Form No.
MR-3 is provided as an "Annexure-I" to this Report.
41. COST RECORDS AND AUDITORS
The provisions of Cost Records and Cost Audit as prescribed under Section 148 of the Companies Act,
2013 are not applicable to the Company.
42. PARTICULARS OF EMPLOYEES
The Percentage increase in remuneration, ratio of remuneration of each director and key Managerial
Personnel (KMP) as required under Section 197(12) of the Companies Act, 2013, read with rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of Annexure-
II to this Board report.
43. ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a
copy of the Annual Return as at March 31,2024 on its website at www.filmcitym.com and web-links thereto
are given below:
Annual Return for FY 20232-24: https://filmcitvm.com/wp-content/uploads/2024/08/Draft-Form MGT 7.pdf
44. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND
OUTGO
(A) CONSERVATION OF ENERGY
Wherever possible, energy conservation measures have been implemented. However, efforts to
conserve and optimize the use of energy through improved operational methods and other means are
being undertaken on an on-going basis
(B) TECHNOLOGY ABSORPTION
Not applicable since the Company is not in its operational face during the year under review.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO -
(a) Foreign Exchange Earnings: Nil
(b) Foreign Exchange Out go: Nil
45. STATUTORY DISCLOSURES
The Company has made disclosures in this Report for the items prescribed in section 134(3) of the
Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 to the extent the transactions
took place on those items during the financial year under review. Further, no disclosure or reporting is
required in respect of the following items as there were no transactions on these items during the Financial
Year under review:
a) Public Deposits (Deposit from the public falling within the ambit of section 73 of the Act and the Rules
made thereof):
The Company has not accepted any deposits from public and as such, no amount on account of
principal or interest on public deposits was outstanding as on the date of the balance sheet.
b) Issue of equity shares with differential rights as to dividend, voting or otherwise:
During the Financial Year under review, the Company has not issued shares with differential voting
rights as to dividend, voting or otherwise.
c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme:
Your Company has not issued any shares including sweat equity shares to employees of the company
under any scheme during the Financial Year under review.
d) Disclosure under section 67(3) of the Companies Act, 2013:
The Company does not have any scheme of provision of money for the purchase of its own shares by
employees or by trustees for the benefit of employees. No disclosure is required under section 67(3)(c)
of the Companies Act, 2013 read with Rule 16(4)of Companies (Share Capital and Debentures) Rules,
2014, in respect of voting rights not exercised directly by the employees of the Company as the
provisions of the said section are not applicable during the period under review.
e) Disclosure under the Sexual Harassment of Women At Workplace (Prevention, Prohibition
And Redressal) Act, 2013:
Since, there were no Employee''s in the Company except KMP hence, it was not required to formulate
and adopt a Policy on Prevention of Sexual Harassment and constitute an internal compliant committee
in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
f) Significant and Material Orders Passed by the Regulators or Courts:
There have been no any other significant and material orders passed by Regulators or Courts or
Tribunals impacting the going concern status and the future operations of the Company.
g) There is no Corporate Insolvency Resolution Process initiated under the Insolvency and
Bankruptcy Code, 2016:
There were no application against the Company that has been filed or is pending under the Insolvency
and Bankruptcy Code, 2016, nor the Company has done any one time settlement with any Bank or
Financial institutions.
46. ACKNOWLEDGEMENTS AND APPRECIATION
The Board also would like to thank our shareholders, vendors, service providers, bankers and all other
stakeholders for their continued and consistent support to the Company during the year.
Finally, the Directors wish to express their gratitude to the members for their unwavering trust and support.
Your Directors trust that you will consider the working results satisfactory.
For and on behalf of the Board
FILMCITY MEDIA LIMITED
Sd/-
(Nitesh Singh)
Chairman
Place : Mumbai DIN: 08751700
Date : 14-05-2024
Mar 31, 2014
Dear members,
The Directors are pleased to present their 20th Annual Report
together with the Balance Sheet and the Profit and Loss Accounts for
the financial year ended 31st March, 2014 and the Auditors Report
thereon.
BUSINESS PERFORMANCE:
(Rs. In Lacs)
Year Ended Year Ended
Particulars 31-03-2014 31-03-2013
Total Revenue 72.10 5.16
Less: Total Expenses 78.82 16.66
Profit before Tax (6.72) (11.50)
Exceptional Itemd - -
Deferred tax liability / (Assets) - -
Less : Income Tax / Provision - -
Profit/ (Loss) after Tax (6.72) (11.50)
Brought Forward loss from previous year (11.50) (2475.90)
Surplus / (Defict) carried to
Balance Sheet (18.22) (2487.40)
OPERATIONS:
During the year under review your Company has earned a gross income of
Rs. 72.10 Lacs for the Financial Year 2013-14 as compared to Rs. 5.16
Lacs in the previous year.
DIVIDEND:
Your Directors feel that it is prudent to plough back the profits for
future growth of the Company and therefore do not recommend any
dividend for the year ended 31st March, 2014.
DIRECTORS:
Mr. Pankaj Dave is liable to retire by rotation, being eligible,
offers himself for re-appointment and the Company has received
nomination of Mr. Dave for appointment as Directors in terms of
Section149 of the Companies Act, 2013.
Details of the proposals of appointment or re-appointment as
applicable are mentioned in the Explanatory Statement under Section
102 of the Companies Act, 2013 in the Notice to the 20th Annual
General Meeting. Necessary resolutions are being placed before the
shareholders for approval.
Accordingly, the Board recommends appointment of the aforementioned
Directors for the approval by the shareholders of the Company.
AUDITORS & AUDITORS REPORT:
M/s. Sudhir M Desai & Co., the Auditors retire at the ensuing Annual
General Meeting but being eligible offer themselves for reappointed.
The Company has received the letter from Auditors to the effect that
their appointment if made it would be within the prescribed limits
under Section 139 of the Companies Act, 2013. Your Directors recommend
reappointment of M/s. Sudhir M Desai & Co. as the Auditors of the
Company
LISTING OF SHARES:
Equity Shares of the Company are listed with the Bombay Stock Exchange
Limited. The Annual Listing Fees to the Stock Exchange has been duly
paid by the Company.
PARTICULARS OF EMPLOYEES:
There is no employee drawing remuneration in excess of the limit
prescribed under the Companies (Particulars of the employees) Rules
1975.
CORPORATE GOVERNANCE:
Report on Corporate Governance along with the Certificate of the
Auditors, M/s. Sudhir M Desai & Co., confirming compliance of
conditions of Corporate Governance as stipulated under Clause 49 of
the Listing Agreement with the Stock Exchanges forms part of the
Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report is presented in a separate
section forming part of this Annual Report.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
Since, the Company do not have any manufacturing unit, all provisions
of Section 217(1)(e) of the Companies Act, 2013, with regard to
conservation of energy and technology absorption are not applicable to
the Company at this stage.
The Company has not incurred any expenditure or earned any incomes in
foreign currency during the period under review.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of section 217 (2AA) of the
Companies Act, 1956, your Directors state that;
1) in the preparation of the accounts, the applicable accounting
standards have been followed;
2) Accounting policies selected were applied consistently. Reasonable
and prudent judgments and estimate were made so as to give a true and
fair view of the state of affairs of the Company as at the end of
March 31, 2013 and the profit of the Company for the year ended on
that date;
3) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;
4) The Annual Accounts of the Company have been prepared on a going
concern basis.
ACKNOWLEDGEMENT:
Your Directors take the opportunity to express their grateful
appreciation for the excellent assistance and cooperation received
from their Bankers, Customers etc. Your Directors also thank all the
shareholders for their continued support and all the employees of the
Company for their valuable services during the year.
By Order of the Board of Directors
For FILMCITY MEDIA LIMITED
Sd/-
Place: Mumbai Pankaj Dave
Date: 29.05.2014 Director
Mar 31, 2013
To, THE MEMBERS OF FILMCITY MEDIA LIMITED.
FINANCIAL RESULTS
The financial highlights of the Company, for the year ended are
summarized below.
(Rs. in Lac)
For the year ended
31st March,
2013 31st March, 2012
Total Revenue 22.22
Less: Total Expenses 16.66 1,332.01
Profit/ (loss) before tax (11.50) (1,309.79)
Exceptional items (8.34)
Oeferred Tax Uability/(Assets)
Less: Income Tax/ Provision
Profit/(loss) after Tax (11.50) (1,318.12)
Brought forward loss from
previous year (2,475.90) (1,157.78)
Surplus/(deficit) carried
to Balance sheet (2,487.40) (2,475.90)
OPERATIONS
During the year under review your company has earned a gross income of
Rs. 5.16 Lacs for the financial year 2012-13, as compared to Rs. 22.22
Lacs in the previous year.
PUBLIC DEPOSITS
Your Company has not accepted any Deposits within the meaning of
Section 58A of Companies Act, 1956 and Rules made there under.
DIRECTORS
In accordance with the requirements of the Companies Act 1956, Shri
Pankaj Kumar Dave will retire by rotation and, being
Giigiuic Oi icfcu iiiffiScit lOr re-appOintmcnt.
The Board at its meeting on 11.03.2013 appointed Mr. Mahesh Kumar Jani
as Additional Directors of the Company, will hold the office upto the
date of forthcoming Annual General Meeting and is eligible for
appointment as Director in the Annual General Meeting.
The Board at its meeting on 04.01.2013 appointed Mr. Pankaj Dave and
Mr. Raj Kumar Modi as Additional Oirectors of the Company, will hold
the office upto the date of forthcoming Annual General Meeting and is
eligible for appointment as Director in the Annual General Meeting.
During the year Mr. Shatrugna Singh, Ms. Ruchika Gupta, Mr. Hemant
Verma and Saurabh Sanganeria has resign from the post of Director of
the company.
AUDITORS
Pursuant to the provisions of Section 225 of the Companies Act 19S6 M/s
Sudhir M Desai & Co., Chartered Accountants be and are hereby appointed
auditors of the company in place of retiring auditors Ashok Jain & Co.
to hold office from the conclusion of the AGM until the conclusion of
the next AGM.
The company has received the letter from auditor to the effect that
their appointment would be within the limits prescribed under section
224 (IB) of the Companies Act, 1956.
LISTING OF SHARES
The company''s shares are listed with The Bombay Stock Exchange. Your
Company has paid the respective Annual Listing fees up to date and
there are no arrears.
PARTICULARS OF EMPLOYEES
None of the employees are paid remuneration exceeding the limit laid
down under Section 217 (2A) of the Companies Act, 1956, read with the
Companies (Particulars of Employees) Rules, 1975.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, your
directors hereby confirm:
(i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
(ii) That they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to given a true and fair view of the state of affairs of
the Company at the end of the financial year 31.3.2013 and of the
Profit or Loss of the Company for that period;
(iii) That to the best of their knowledge and information, 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 for preventing
and detecting fraud and other irregularities; and
(iv) That they have prepared the annual accounts on a going concern
basis.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUT GO
Information as per section 217(l)(e) read with Companies (Disclosure of
Particulars in the report of Board of Directors) Rules, 1988 are not
applicable to the Company.
There are no transaction involving any foreign exchange earning &
outgo.
CORPORATE GOVERNANCE AND MANAGEMENT DiSCUSSiGN AND ANALYSIS REPORTS
As required by the clause 49 of the Listing Agreement entered into with
the Bombay Stock Exchange, a detailed Report on the Corporate
Governance, along with the certificate of Auditor on its Compliance, is
attached in this Annual Report elsewhere.
The Company is in full compliance with the requirements and disclosures
that have to be made in this regard.
The Management Discussion and Analysis Report are also appearing in
this Annual Report elsewhere and both the aforesaid Reports are
incorporated as reference herein.
The Board of Directors of the Company adopted a Code of Conduct and
posted the same on Web site. The Directors and Senior Management
Personnel have affirmed their compliance with the said code.
AUDIT COMMITTEE
The Audit Committee has- been constituted by the Company pursuance to
section 292(A) of the Companies Act, 1956 and under Clause 49 of the
Listing Agreement.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their grateful
appreciation for the excellent assistance and co-operation received
from the Banks, Government Authorities, Suppliers, Customers and all
the local authorities. Your Directors also wish to place on record
their deep sense of appreciation for the committed services by the
employee of the company.
On the behalf of the Board of Directors
For Filmcity Media limited
Sd/- Sd/-
Pankaj Dave Mahesh Jam
Director Director
Place :Mumbai
Date -.29.08.2013
Mar 31, 2012
The Directors are pleased to present the Eighteenth Annual Report of
the Company together with the Au- dited Accounts for the financial year
ended 31st March. 2012.
FINANCIAL RESULTS
The financial highlights of the Company, for the year ended is
summarised below.
(Rs. in Lac)
Particulars For the year ended
31st March, 2012 31st March, 2011
Sales and other Income 22.22 76.09
Operating Profit/ (Loss) (1291.43) (37.48)
Depreciation & other write offs 1.53 11.85
Profit/ (loss) before tax (1309.79) (49.33)
Deferred Tax Liability''/(Assets) -- (62.12)
Income Tax/ FBT Paid -- 0.03
Profit/ (loss) After Tax (1318.12) 12.77
Brought forward loss from
previous year (1157.77) (1170.55)
SurplusZ(deficit) carried to
Balance sheet (2475.90) (1157.78)
OPERATIONS
During the year under review there was no business activities as
expected, and on the contrary the Company has losses of Rs.
11.66,11.393/- (including pre-operative expenses Rs. 8.33.568/-) as of
31st March. 2011 and fur- ther losses of Rs. 13.07,35.547/- arising due
to obsolescence of software stock material total losses amounting to
Rs. 24.73,46.940/-. The company expresses its high gratitude for the
support given by members for passing special resolution u/s 100 of the
Companies Act. 1956 for reduction of share capital from Rs.
27.79,17,909/- to Rs. 3.05,70.969/- in the Extra Ordinary General
Meeting held on 27th March. 2012. The company is pleased to state that
Company has received the sanction from the Hon. High Court of Bombay on
27th July. 2012 , and the same has been registered by the Registrar of
Companies. Mumbai. Maharashtra on 27th August. 2012. The Company is in
process of giving effect by following the procedure of listing as well
as corporate action with the Depositories. It is proposed to infuse new
funds and to commence the business operations thereafter.
PUBLIC DEPOSITS
Your Company has not accepted any Deposits within the meaning of
Section 58A of Companies Act. 1956 and Rules made there under.
FINANCE
During the Year your Company had no borrowings.
DIRECTORS
In accordance with the requirements of the Companies Act 1956. Ms.
Ruchika Gupta will retire by rotation and, being eligible offered
herself for re-appointment, which is proposed in the Notice of the
ensuring Annual General Meeting.
AUDITORS
Mr. Ashok K. Jain.. Chartered Accountant, the Auditor of the Company,
will retire at the conclusion of the ensuing Annual General Meeting
and, being eligible: offer themselves for re-appointment to hold the
office till the conclusion of the next Annual General Meeting.
The company has received the letter from auditor to the effect that
their appointment would be within the limits prescribed under section
224 (1B) of the Companies Act. 1956.
The Auditors have confirmed that they have subjected themselves to the
peer review process of the institute of Chartered Accountants of India
(1CAI) and holdsavalid certificate issued by the Peer Review Board of
the ICAI. PARTICULARS OF EMPLOYEES None of the employees are paid
remuneration exceeding the limit laid dow n under Section 217 (2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules. 1975.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956. with respect to Directors" Responsibility Statement, your
directors hereby confirm:
(i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
(ii) That 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 Com- pany at the end of the financial year 31.3.2012 and of the
Profit or Loss of the Company for that period:
(iii) That to the best of their know ledge and information, they have
taken proper and sufficient care for the main- tenance 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 they have prepared the annual accounts on a going concern
basis.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUT GO
Information as per section 217( I )(e) read with Companies (Disclosure
of Particulars in the report of Board of Directors) Rules. 1988 are not
applicable to the Company.
There are no transaction involving any foreign exchange earning &
outgo.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS
As required by the clause 49 of the Listing Agreement entered into with
the Bombay Stock Exchange, a detailed Report on the Corporate
Governance, along with the certificate of Auditor on its compliance, is
at- tached in this Annual Report elsewhere.
The Company is in full compliance with the requirements and disclosures
that have to be made in this regard. The Management Discussion and
Analysis Report are also appearing in this Annual Report elsewhere and
both the aforesaid Reports are incorporated as reference herein.
The Board of Directors of the Company adopted a Code of Conduct and
posted the same on Web site. The Directors and Senior Management
Personnel have affirmed their compliance with the said code.
AUDIT COMMITTEE
The Audit Committee has been constituted by the Company pursuance to
section 292A of the Companies Act, 1956 and under Clause 49 of the
Listing Agreement.
ACKNOWLEDGEMENT
Your Directors take this opportunity'' to express their grateful
appreciation for the excellent assistance and co-op- eration received
from the Banks, Government Authorities. Suppliers, Customers and all
the local authorities. Your Directors also wish to place on record
their deep sense of appreciation for the committed services by the
employee of the company.
FOR AND ON BEHALF OF BOARD
Sd/-
Place: - Mumbai (Shatrughana Singh)
Dated: - 27th August, 2012. Chairman
Mar 31, 2011
Dear Shareholders,
The Directors are pleased to present the Seventeenth Annual Report of
the Company together with the Audited Accounts for the financial year
ended 31st March, 2011.
FINANCIAL RESULTS
The financial highlights of the Company, for the year ended is
summarised below.
(Rs. in Lac)
For the year ended
Particulars 31st March, 2011 31st March, 2010
Sales and other Income 76.09 97.97
Operating Profit/ (Loss) (37.48) 32.70
Depreciation & other write offs 11.85 24.54
Profit/ (loss) before tax (49.33) 8.16
Deferred Tax Liability/(Assets) (62.12) 2.26
Income Tax/ FBT Paid 0.03 0.84
Profit/ (loss) After Tax 12.77 5.06
Brought forward loss from previous year (1170.55) (1154.67)
Surplus/(deficit) carried to Balance sheet (1157.78) (1149.61)
OPERATIONS
During the year under review your company has earned a gross income of
Rs.76.09 Lacs for the financial year 2010-11, as compared to Rs.97.97
Lacs in the previous year, recoding a decrease of Rs. 21.88 Lacs. In
the result, this decreased in gross income has generated loss of Rs.
49.33 Lacs, but due to Deferred Tax Assets, the Company has managed to
show profit after tax for the current year if Rs. 12.77 Lacs. In coming
year company is confident to implement its dream project i.e. to start
a satellite channel "Wellness".
PUBLIC DEPOSITS
Your Company has not accepted any Deposits within the meaning of
Section 58A of Companies Act, 1956 and Rules made there under.
FINANCE
During the Year your Company has repaid its Loan availed from The North
Kanara G.S.B. Co. op. Bank Ltd. by disposing a Fixed Assets.
DIRECTORS
In accordance with the requirements of the Companies Act 1956, Mr.
Hemant Verma will retire by rotation and, being eligible offered
himself for re-appointment, which is proposed in the Notice of the
ensuring Annual General Meeting.
Mr. Saurabh Sanganeria, who is appointed as an Additional Director and
whose term of office expires at this Annual General Meeting are
proposed to be appointed as Director of the Company.
Mr. Mahesh Shah has vacated his office of Director during the year.
AUDITORS
Mr. Ashok K. Jain., Chartered Accountant, the Auditor of the Company,
will retire at the conclusion of the ensuing Annual General Meeting
and, being eligible; offer themselves for re-appointment to hold the
office till the conclusion of the next Annual General Meeting.
The company has received the letter from auditor to the effect that
their appointment would be within the limits prescribed under section
224 (1B) of the Companies Act, 1956.
REGISTERED OFFICE
During the year your company has shifted the Registered Office of the
Company within local limit of city from Filmcity House, 307 Raut Lane,
Opposite ISKCON, Juhu, Mumbai  400 049 to A-9, Shree Siddhivinayak
Plaza, 3rd Floor, Plot No. B-31, off Link Road, Andheri (West),
Mumbai-400053. w.e.f. 1st November, 2010.
PARTICULARS OF EMPLOYEES
None of the employees are paid remuneration exceeding the limit laid
down under Section 217 (2A) of the Companies Act, 1956, read with the
Companies (Particulars of Employees) Rules, 1975.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, your
directors hereby confirm:
(i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
(ii) That they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to given a true and fair view of the state of affairs of
the Company at the end of the financial year 31.3.2011 and of the
Profit or Loss of the Company for that period;
(iii) That to the best of their knowledge and information, 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 for preventing
and detecting fraud and other irregularities; and
(iv) That they have prepared the annual accounts on a going concern
basis.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUT GO
Information as per section 217(1)(e) read with Companies (Disclosure of
Particulars in the report of Board of Directors) Rules, 1988 are not
applicable to the Company. There are no transaction involving any
foreign exchange earning & outgo.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS
As required by the clause 49 of the Listing Agreement entered into with
the Bombay Stock Exchange, a detailed Report on the Corporate
Governance, along with the certificate of Auditor on its compliance, is
attached in this Annual Report elsewhere.
The Company is in full compliance with the requirements and disclosures
that have to be made in this regard.
The Management Discussion and Analysis Report are also appearing in
this Annual Report elsewhere and both the aforesaid Reports are
incorporated as reference herein.
The Board of Directors of the Company adopted a Code of Conduct and
posted the same on Web site. The Directors and Senior Management
Personnel have affirmed their compliance with the said code.
AUDIT COMMITTEE
The Audit Committee has been constituted by the Company pursuance to
section 292(A) of the Companies Act, 1956 and under Clause 49 of the
Listing Agreement.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their grateful
appreciation for the excellent assistance and co-operation received
from the Banks, Government Authorities, Suppliers, Customers and all
the local authorities.
Your Directors also wish to place on record their deep sense of
appreciation for the committed services by the employee of the company.
For and on behalf of the Board
Sd/-
(Shatrughana Singh)
Chairman
Place :- Mumbai
Date :- 30.05.2011
Mar 31, 2010
The Directors are pleased to present the Sixteenth Annual Report of
the Company together with the Audited Accounts for the financial year
ended 31st March, 2010.
FINANCIAL RESULTS
The financial highlights of the Company, for the year ended is
summarised below.
Rs. in Lac
Particulars For the year ended
31st March, 2010 31st March, 2009
Sales and other Income 97.97 207.07
Operating Profit/ (Loss) 32.70 32.04
Depreciation & other write offs 24.54 18.95
Profit/ (loss) before tax 8.16 13.09
Deferred Tax Liability/(Assets) 2.26 (2.08)
Income Tax/ FBT Paid 0.84 1.10
Profit/ (loss) After Tax 5.06 14.07
Add: Prior period Adjustment - 23.32
Balance of Profit/(Loss) 5.06 37.40
Brought forward from previous year (1154.67) (66.75)
Surplus/(deficit) carried to Balance
sheet (1149.61) (29.35)
OPERATIONS
The Financial Year (FY) 2009-10 was a very challenging year for the
company. The Income is mainly from sale of T.V. serials/ Documentary
sale, and the stock of which was received in ready-to-air form on
account of merger with Filmcity Communication Technologies Ltd. during
the year. Due to the readymade stock the cost of production is almost
NIL. Hence, the Operating profit before tax for the current year which
is 33.38% is more than double of the previous yearÂs operating profit
before tax which is 15.47%. The company is in the process of starting
own satellite channel and meanwhile the company has started
negotiations with the Distributors.
DEPOSITS
The Company has not accepted any Deposits from public to which the
provisions of Section 58A are applicable.
SHARE WARRANTS
The company has transferred the amount of Rs. 20,15,000/- to capital
reserve on forfeiture of warrants on lapse of 18 months.
FINANCE
During the year Company has availed finance from The North Kanara
G.S.B. Co. op. Bank Ltd
DIRECTORS
In accordance with the requirements of the Companies Act 1956, Ms.
Ruchika Gupta will retire by rotation and, being eligible offered
herself for re-appointment, which is proposed in the Notice of the
ensuring Annual General Meeting.
Mr. Shatrughana Singh, who is appointed as an Additional Director and
whose term of office expires at this Annual General Meeting are
proposed to be appointed as Director of the Company.
Mr. Abhishek Palaparthy, Mr. Tilokchand Kothari, Mr. Vijay Pande & Mr.
Surendra Gupta have resigned from Directorship during the year.
AUDITORS
Mr. Ashok K. Jain., Chartered Accountant, the Auditor of the Company,
will retire at the conclusion of the ensuing Annual General Meeting
and, being eligible; offer themselves for re-appointment to hold the
office till the conclusion of the next Annual General Meeting.
The company has received the letter from auditor to the effect that
their appointment would be within the limits prescribed under Section
224 (1B) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
None of the employees are paid remuneration exceeding the limit laid
down under Section 217 (2A) of the Companies Act, 1956, read with the
Companies (Particulars of Employees) Rules, 1975.
RESPONSIBILITY STATEMENT
Pursuant to the Section 217 (2AA) of the Companies Act, 1956 your
directors confirm:
(i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
(ii) That they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to given a true and fair view of the state of affairs of
the Company at the end of the financial year 31.3.2010 and of the
Profit or Loss of the Company for that period;
(iii) That to the best of their knowledge and information, 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 for preventing
and detecting fraud and other irregularities; and
(iv) That they have prepared the annual accounts on a going concern
basis.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUT GO
Information as per Section 217(1)(e) read with Companies (Disclosure of
Particulars in the report of Board of Directors) Rules, 1988 are not
applicable to the Company. There are no transaction involving any
foreign exchange earning & outgo.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS
As required by the Clause 49 of the Listing Agreement entered into with
the Bombay Stock Exchange, a detailed Report on the Corporate
Governance, along with the certificate of Auditor on its compliance, is
attached in this Annual Report elsewhere.
The Company is in full compliance with the requirements and disclosures
that have to be made in this regard.
The Management Discussion and Analysis Report is also appearing in this
Annual Report elsewhere and both the aforesaid Reports are incorporated
as reference herein.
The Board of Directors of the Company adopted a Code of Conduct and
posted the same on Web site. The Directors and Senior Management
Personnel have affirmed their compliance with the said code.
AUDIT COMMITTEE
The Audit Committee has been constituted by the Company pursuance to
Section 292(A) of the Companies Act, 1956 and under Clause 49 of the
Listing Agreement.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their grateful
appreciation for the excellent assistance and co-operation received
from the Banks, Government Authorities, Suppliers, Customers and all
the local authorities. Your Directors also wish to place on record
their deep sense of appreciation for the committed services by the
employee of the company.
For and on behalf of the Board
Sd/-
Place:- Mumbai (Shatrughana Singh)
Date :-29.05.2010 Chairman
Mar 31, 2009
The Directors have pleasure in presenting their Fifteenth Annual
Report of the Company together with the
Audited Accounts for the financial year ended 31st March, 2009.
FINANCIAL RESULTS:
The Companys financial results for year under review are as under
Rs. in Lac
Particulars 2008-2009 2007-2008
Sales and other Income 207.07 198.50
Operating Profit/ (Loss) 32.04 28.17
Depreciation & other write offs 18.95 7.41
Profit/(loss) before tax 13.09 20.76
Provisions for Tax (FBT) - 0.07
Profit/(loss) After Tax 14.07 20.69
Add: Prior period Adjustment 23.32 -
Balance of Profit/(Loss) 37.40 20.69
Brought forward from previous year (66.75) (87.44)
Surplus/(deficit) carried to Balance sheet (29.35) (66.75)
OPERATIONS
During the year there is no significant growth of the business due to
recessionary trend and also the attempt was being made for acquiring
more and more data and software on health channel while reviewing more
and more possibilities of business opportunities, and attempt is .being
made to explore new platforms for media through superior technologies
like online distribution channels, web-stores, multiplexes and various
platforms to showcase content and provide for sound business
propositions.
During the year merger was completed by the end of the year and the
Hon. High Court Bombay approved the Scheme of Merger.
SHARE CAPITAL:
During the year company allotted 49,17,909 shares on rights issue and
13403000 equity shares on conversion of warrants and 20,00,00,000
shares on merger on 16.5.2009 in the terms of approval by the Hon. High
Court Bombay, the effective date being 31.7.2008 and the same were
listed on the Bombay Stock Exchange.
DEPOSITS:
The Company has not accepted any Deposits from public to which the
provisions of Section 58A are applicable.
FINANCE:
During the year Company has availed finance from The North Kanara
G.S.B. Co. op. Bank Ltd
UTILISATION OF PREFERENTIAL ISSUE PROCCEDS:
The funds raised through Preferential Issue of warrants which were
subsequently converted into equity have been utilized for the purpose
of Satellite Channel and to meet the working capital.
AMALGAMATION:
The Hon. High Court of Bombay vide its Order dated 2nd May, 2009
sanctioned the scheme of Amalgamation of Company with Filmcity
Communication Technologies Limited (FCTL). As per Scheme of
Amalgamation, the Appointed Date is 31st July, 2008. Thus, with effect
from 31st July, 2008 FCTL stands merged with the Company and the legal
entity of FCTL stands dissolve without winding-up. Further, the entire
business and undertaking of FCTL is transferred to and vested in the
Company and the effect is also given in the paid up capital of the
Company, though the allotment is made on 16th May, 2009.
DIRECTORS:
In accordance with the requirements of the Companies Act 1956, Mr.
Mahesh Shah will retire by rotation and, being eligible, has offered
himself for re-appointment. Mr. Hemant Verma & Mr. Abhishek Palaparthy
have resigned from Directorship during the year.
AUDITORS:
Mr. Ashok K. Jain., Chartered Accountant, the Auditor of the Company,
will retire at the conclusion of the ensuing Annual General Meeting
and, being eligible; offer themselves for re-appointment to hold the
office till the conclusion of the next Annual General Meeting.
The company has received the letter from auditor to the effect that
their appointment would be within the limits prescribed under section
224 (1B) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES:
None of the employees are paid remuneration exceeding the limit laid
down under Section 217 (2A) of the Companies Act, 1956, read with the
Companies (Particulars of Employees) Rules, 1975. RESPONSIBILITY
STATEMENT: Pursuant to the Section 217 (2AA) of the Companies Act, 1956
your directors confirm:
(i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
(ii) That they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to given a true and fair view of the state of affairs of
the Company at the end of the financial year 31.3.2009 and of the
Profit or Loss of the Company for that period;
(iii) That to the best of their knowledge and information, 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 for preventing
and detecting fraud and other irregularities; and
(iv) That they have prepared the annual accounts on a going concern
basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUT GO:
Information as per section 217(1)(e) read with Companies (Disclosure of
Particulars in the report of Board of Directors) Rules, 1988 are not
applicable to the Company. There are no transaction involving any
foreign exchange earning & outgo.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS:
As required by the clause 49 of the Listing Agreement entered into with
the Bombay Stock Exchange, a detailed Report on the Corporate
Governance, along with the certificate of Auditor on its compliance, is
attached in this Annual Report elsewhere.
The Company is in full compliance with the requirements and disclosures
that have to be made in this regard. The Management Discussion and
Analysis Report is also appearing in this Annual Report elsewhere and
both the aforesaid Reports are incorporated as reference herein.
The Board of Directors of the Company adopted a Code of Conduct and
posted the same on Web site. The Directors and Senior Management
Personnel have affirmed their compliance with the said code.
AUDIT COMMITTEE:
The Audit Committee has been constituted by the Company pursuance to
section 292(A) of the Companies Act, 1956 and under Clause 49 of the
Listing Agreement.
APPRECIATION:
The Directors wish to place on record their appreciation of the
efficient and loyal services rendered by all employees without whose
whole-hearted efforts, the overall satisfactory performance would not
have been possible. The Directors also take this opportunity to express
their appreciation for continued co-operation and assistance extended
by the Bankers, Government Authorities, Suppliers, Customers, Staff and
Executives of the Company
For and on behalf of the Board
Place :- Mumbai (Surendra Gupta)
Date :- 30.06.2009 Chairman
Mar 31, 2008
The Directors have pleasure in presenting their Fourteenth Annual
Report of the Company together with the Audited Accounts for the
financial year ended 31 March, 2008.
FINANCIAL RESULTS:
The Companys financial results for year under review are as under
Rs. in Lac
Particulars 2007-2008 2006-2007
Sales and other Income 198.50 174.20
Operating Profit/(Loss) 28.17 (41.32)
Depreciation & other write offs 7.41 9.18
Profit/(loss) before tax 20.76 (50.51)
Provisions for Tax (FBT) 0.07 0.15
Profit/ (loss) After Tax 20.69 (50.66)
Share Capital 540.97 540.97
Reserves 14.91 14.91
OPERATIONS
During the year the Turnover of Company was Rs.198.50 Lacs and Profit
of Rs.20.69 Lacs was generated against a Loss of Rs.50.66 in the
previous year, thereby taking a great growth leap.
As the members are aware, during the year, company raised the funds
through issue of Preferential Warrants allotted to Non- Promoters. The
Company is in process of launching its very own 24 hours health based
satellite channel. The delay, however, in the launching is due to the
steep rise in the Carriage Fees (Distribution Fees) which is payable to
the Multi System Operators (MSOs) and DTH Operators like Tata Sky, Dish
TV and recently launched Reliances Big TV. The rise in the Fee is the
fallout of the sudden increase in the number of G.E.C. channels which
are backed by huge funds. The funds required for the channel will be
raised through one or more Preferential Issues, Right Issue,
Borrowings, G.D.R., etc.
The Company successfully completed its Rights Issue of 4,917,909 Equity
Shares in the month of June 2008, the Resolution for which was passed
in the 13th Annual General Meeting.
Merger Scheme: The Company is in the process of merging Film city
Communication Technologies Ltd. (FCTL), a Promoter Group Company. The
Scheme of Amalgamation has been prepared and is in the process of
finalization.
FCTL will be of great help to FML in launching its health based
satellite channel as FCTL possesses Uplinking and Downlinking Licenses
the much needed and hard to acquire from Ministry of Information &
Broadcasting of India. Further, FCTL has been working on the project
for the last two years gathering substantial Software data which will
help FML to speed up the process. Besides having the Licenses, FCTL
also has 300 hours ready-to-air Health based software and Rights of
various TV. serials which can generate huge profits from Doordarshan
and Private Channels for FML.
DEPOSITS
The Company has not accepted any Deposits from public to which the
provisions of Section 58A are applicable.
FINANCE
During the year Company has availed finance from The North Kanara
G.S.B. Co. op. Bank Ltd.
UTILISATION OF PREFERENTIAL ISSUE PROCCEDS:
The Company raised Rs.33,80,000/- through 10% initial amount payable
against Preferential Warrants of 2,60,00,000 allotted to Non-Promoters
at a subscription price of Rs.1.30 per Equity Share (inclusive of
premium of Rs.0.30 per Equity Share).
The funds raised through Preferential Issue have been utilized towards
the proposed satellite channel and to meet the working capital
requirements.
DIRECTORS
In accordance with the requirements of the Companies Act 1956, Ms.
Ruchika Gupta will retire by rotation and, being eligible, has offered
herself for re-appointment. Mr. Bhupendra Shah and Mr. Deepak Patel
have resigned from Directorship during the year.
Mr. Tilokchand Kothari and Mr. Abhishek Palaparthy, who were appointed
as Additional Directors of the Company by the Board of Directors and
whose term of office expires at this Annual General Meeting are
proposed to be appointed as Directors of the Company.
AUDITORS:
Mr. Ashok K. Jain, Chartered Accountant, the Auditor of the Company,
will retire at the conclusion of the ensuing Annual General Meeting
and, being eligible; offers himself for re-appointment to hold the
office till the conclusion of the next Annual General Meeting.
The Company has received the letter from auditor to the effect that
their appointment would be within the limits prescribed under section
224 (1B) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES:
None of the employees are paid remuneration exceeding the limit laid
down under Section 217 (2A) of the Companies Act, 1956, read with the
Companies (Particulars of Employees) Rules, 1975.
RESPONSIBILITY STATEMENT;
Pursuant to the Section 217 (2AA) of the Companies Act, 1956 your
Directors confirm:
(i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
(ii) That they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to given a true and fair view of the state of affairs of
the Company at the end of the financial year and of the Profit or Loss
of the Company for that period;
(iii) That to the best of their knowledge and information, 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 for preventing
and detecting fraud and other irregularities; and
(iv) That they have prepared the annual accounts on a going concern
basis.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUT GO.
Information as per section 217(1)(e) read with Companies (Disclosure of
Particulars in the report of Board of Directors) Rules, 1988 are not
applicable to the Company. Till date the Company has not imported any
technologies and nor foreign exchange earning & outgo.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required by the clause 49 of the Listing Agreement entered into with
the Stock Exchanges, a detailed Report on the Corporate Governance,
along with the certificate of Auditor on its compliance, is attached in
this Annual Report elsewhere.
The Company is in full compliance with the requirements and disclosures
that have to be made in this regard.
The Management Discussion and Analysis Report is also appearing in this
Annual Report elsewhere and both the aforesaid Reports are incorporated
as reference herein.
The Board of Directors of the Company adopted a Code of Conduct and
posted the same on Web site. The Directors and Senior Management
Personnel have affirmed their compliance with the said code.
AUDIT COMMITTEE
The Audit Committee has been constituted by the Company pursuance to
section 292(A) of the Companies Act, 1956 and under Clause 49 of the
Listing Agreement.
APPRECIATION
The Directors wish to place on record their appreciation of the
efficient and loyal services rendered by all employees without whose
whole-hearted efforts, the overall satisfactory performance would not
have been possible. The Directors also take this opportunity to express
their appreciation for continued co-operation and assistance extended
by the Bankers, Government Authorities, Suppliers, Customers, Staff and
Executives of the Company.
FOR AND ON BEHALF OF THE BOARD
Place :-MUMBAI (Surendra Gupta)
Date :- 25.6.2008 Chairman
Mar 31, 2007
The Directors have pleasure in presenting their Thirteenth Annual
Report of the Company together with the Audited Accounts for the
financial year ended 31 March, 2007.
FINANCIAL RESULTS:
The Companys financial results for year under review are as under
Rs. in Lac
Particulars 2006-2007 2005-2006
Sales and other Income 174.20 33.91
Operating Profit/(Loss) (41.32) 14.69
Depreciation & other write offs 9.18 11.59
Profit/(loss) before tax (50.51) 3.10
Provisions for Tax (FBT) 0.15 0.07
Profit/(loss) After Tax (50.66) 3.03
Share Capital 540.97 510.37
Reserves 14.91 14.91
OPERATIONS
During the year the total income of Rs.174.20 Lacs. Due to disposal of
old stock the company has incurred the loss.
The company has having all new health based software which will be
utilized for the purpose of lunching is 24 hour satellite channel.
As the members are aware, during the year , company raised the funds
through Preferential basis to promoters and allotted the shares on 31st
March, 2007. The paid up capital of the Company has increased to Rs.
5,40,97,0007-. The Company is about to start the health based 24 hours
satellite channel for which funds will be raised through one or more
preferential issues, rights issue and borrowings. The funds are
expected to be required in phase wise.
DEPOSITS
The Company has not accepted any Deposits from public to which the
provisions of Section 58A are applicable.
FINANCE
During the year Company has availed finance from The North Kanara
G.S.B. Co. op. Bank Ltd
UTILISATION OF PREFERENTIAL ISSUE PROCCEDS:
The Company raised Rs.66,40,OOO/- through Preferential issue of 3060000
equity shares and 18403000 warrants. The funds raised through
Preferential Issue have been utilized for the purposes Satellite
Channel and to meet the working capital.
INSURANCE
The Company has taken adequate insurance to cover risk to its assets.
DIRECTORS
During the year Mr. Haren Shah has resigned from Directorship. In
accordance with the requirements of the Companies Act, 1956, Mr.
Bhupendra Shah and Mr. Mahesh Shah, will retire by rotation at
conclusion of ensuing Annual General Meeting and, being eligible, have
offered themselves for re-appointment.
AUDITORS:
Mr. Ashok K. Jain., Chartered Accountant, the Auditor of the Company,
will retire at the conclusion of the ensuing Annual General Meeting
and, being eligible, offer themselves for re-appointment to hold the
office till the conclusion of the next Annual General Meeting.
The company has received the letter from auditor to the effect that
their appointment would be within the limits prescribed under section
224 (1B) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES:
None of the employees are paid remuneration exceeding the limit laid
down under Section 217 (2A) of the Companies Act, 1956, read with the
Companies (Particulars of Employees) Rules, 1975.
RESPONSIBILITY STATEMENT:
Pursuant to the Section 217 (2AA) of the Companies Act, 1956 the
directors confirm:
(i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
(ii) That they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to given a true and fair view of the state of affairs of
the Company at the end of the financial year and of the Profit or Loss
of the Company for that period;
(iii) That to the best of their knowledge and information, 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 for preventing
and detecting fraud and other irregularities; and
(iv) That they have prepared the annual accounts on a going concern
basis.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUT GO.
Information as per section 217(1)(e) read with Companies (Disclosure of
Particulars in the report of Board of Directors) Rules, 1988 are not
applicable to the Company. Till date the Company has not imported any
technologies and not any foreign exchange earning & outgo.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS:
As required by the clause 49 of the Listing Agreement entered into with
the Stock Exchanges, a detailed Report on the Corporate Governance,
along with the certificate of Auditor on its compliance, is attached in
this Annual Report elsewhere.
The Company is in full compliance with the requirements and disclosures
that have to be made in this regard.
The Management Discussion and Analysis Report is also appearing in this
Annual Report elsewhere and both the aforesaid Reports are incorporated
as reference herein.
The Board of Directors of the Company adopted a Code of Conduct and
posted the same on Web site. The Directors and Senior Management
Personnel have affirmed their compliance with the said code.
AUDIT COMMITTEE
The Audit Committee has been constituted by the Company pursuance to
section 292(A) of the Companies Act, 1956 and under Clause 49 of the
Listing Agreement.
APPRECIATION
The Directors wish to place on record their appreciation of the
efficient and loyal services rendered by all employees without whose
whole-hearted efforts, the overall satisfactory performance would not
have been possible. The Directors also take this opportunity to express
their appreciation for continued co-operation and assistance extended
by the Bankers, Government Authorities, Suppliers, Customers, Staff and
Executives of the Company
CORPORATE GOVERNANCE MANAGEMENT DISCUSSION AND ANALYSIS
Industry structure and developments, opportunities and threats, segment
wise performance, out-look, risk and concerns of the Company and
discussion on financial performance with respect to the operational
performance, has been covered in the Directors Report more
specifically under the sections on Financial Results and Operation,
Exports and Business Development.
The Company has an adequate system of internal control systems is
supplemented by well,documented policies, guidelines and procedures and
review carried out by the Companys internal audit function which
submits reports periodically to the Management and the Audit committee
of the Board.
There has been no material development in Human Resources/Industrial
relations during the period covered by this Annual Report. The Company
has favorable work environment that motivates performance, customer
focus and innovation while adhering to the highest degree of quality
and integrity.
Mar 31, 2006
ANNUAL REPORT 2005-2006
DIRECTOR'S REPORT
The Board of Directors of the Company have pleasure in presenting the 12th
Annual report of the Company together with the Audited Accounts for the
year ended 31st March, 2006.
OPERATING RESULTS
The turnover for the year 2005-06 is Rs. 33.91 Lacs against Rs. 67.78 Lacs
in the year 2004-05. The Profit for the year is Rs.3.10 Lacs as against the
Rs. 5.18 Lacs in 2004-05.
The operating results are summarised below :
Particulars 2005-06 2004-05
Sales and other income 33.91 67.78
Operating Profit/(Loss) 14.69 18.74
Depreciation & other write offs 11.59 13.56
Profit/(Loss) before tax 3.10 5.18
Provision for tax (FBT) 0.07 0.00
Profit/(Loss) after tax 3.03 5.18
Share capital 510.37 510.37
Reserves 14.91 14.91
Net worth 525.28 525.28
OPERATIONS & FUTURE PROSPECTS
This year was quite tough for the Company, as major break through yet to
come. Although there is a boom in the increase of number of Channels, your
Company had to face competition with big production houses, which are
having deep pockets, looking to the present scenario, your Company is
working hard on certain schemes, which will not only help your Company to
launch its own Niche Satellite Channels, but also provide enough quality
software for other Channels also.
FIXED DEPOSITS
Your Company has not accepted/renewed any deposits from Public/shareholders
during the period under review.
FOREIGN EXCHANGE EARNINGS AND EXPENDITURE
The Company has neither incurred any expenditure nor earned any income in
Foreign Exchange.
AUDITORS
The Company's Auditors M/s Ashok K. Jain, Chartered Accountants, retire at
the ensuing Annual General Meeting and are eligible for reappointment.
DIRECTORS
During the year under review Shri Haven J Shah and Shri Deepak Patel
retired by rotation and being eligible offer themselves for re-appointment.
Apart of this the Shri Kanti Gandhi, Smt. Renu Gupta and Ms Ruchika Gupta
resigned from the Board of the Directors of the Company during the year the
Board acknowledged the contribution provided by the above Directors during
the tenure as Director of the company.
During the year Shri Bhupendra A Shah and Shri Mahesh C Shah, joined the
Board of Directors, later on Ms Ruchika Gupta has also joined the Board of
Directors. The Board welcome the new Directors.
HUMAN RESOURCES
Your Company has a pool of competent and dedicated professionals who have
helped in its performance. Your Directors acknowledge and appreciate the
sincere and excellent services provided by highly committed officers and
staff of the Company.
PARTICULARS OF CONSERVATION OF ENERGY ETC.
The Company (Disclosure of particulars in the report of Board of Directors)
rules, 1988 required disclosure of particulars regarding conservation of
energy in Form - A and Technology absorption in Form - B prescribed under
the Rules. The Company not being a Manufacturing Company is advised that
Form -A and Form - B are not applicable to it.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies Act,
1956 with respect to Directors' Responsibility Statement, it is hereby
confirmed that :
i) in the preparation of the annual accounts for the financial year ended
31st March, 2006 the applicable accounting standards had been followed.
ii) the directors have selected such accounting policies and applied them
consistently and made judgements and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit and loss of the
Company for the year under review.
iii) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts on a going concern
basis.
AUDIT COMMITTEE
In terms of the provision of sec. 292 of the Companies Act, 1956 the
Company has set up an Audit Committee comprising Shri Surendra Gupta, Shri
Deepak Patel and Ms Ruchika Gupta has been appointed as a Member of the
Audit Committee.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their sincere gratitude for
the assistance and continued co-operation extended by the clients, the
suppliers, Government Authorities and the Company's Bankers and
Shareholders for their active support and co-operation.
By Order of the Board of Director
Regd. Office:
FILMCITY HOUSE
307, Raut Lane, Opp: Iskcon, (SURENDRA GUPTA)
Juhu, Mumbai - 400 049 Managing Director
Dated : 19.08.2006
Mar 31, 2005
The Board of Directors of the Company have pleasure in presenting the
11th Annual report of the Company together with the Audited Accounts
for the year ended 31st March, 2005.
OPERATING RESULTS
The turnover for the year 2004-05 is Rs. 67.78 Lacs against Rs. 115.23
Lacs in the year 2003-04. The Profit for the year is Rs.5.18 Lacs as
against the Rs. 0.82 Lacs in 2003-04.
The operating results are summarized below
Particulars 2004-05 2003-04
Sales and other income 67.78 115.23
Operating Profit/(Loss) 18.74 16.04
Depreciation & other write offs 13.56 15.22
Profit/(Loss) before tax 5.18 0.82
Provision for tax 0.00 0.00
Profit/(Loss) after tax 5.18 5.18
Share capital 510.37 510.37
Reserves 14.91 14.91
Net worth 510.37 525.28
OPERATIONS
The Company is engaged in media business and continuing its production
and marketing of T.V. Software. There is tough competition in the
business and the Company could not get any major break through during
last few years because of entry of big production houses in the field.
Your Company is also facing the problem of entry in the business and
the operations results are not satisfactory upto the expectation of the
management/shareholders.
FUTURE PROSPECTS
The Country witnessing a growing economy after a long time, Indian
economy is expected to grow @ 8% to 8.5%. The numbers of channels are
increasing every day and the growth of media industry is totally depend
upon the entertainment providers. Considering the increased number of
channels your Company will continue to produce more and more TV
Software and make efforts for increase in revenue in future. The
Company is also planning to launch a different kind of TV Channel in
future. The management is working on the same and will be announced at
a suitable time.
FIXED DEPOSITS
The Company has not accepted/renewed any deposits from
Public/shareholders during the period under review.
FOREIGN EXCHANGE EARNINGS AND EXPENDITURE
The Company has neither incurred any expenditure nor earned any income
in Foreign Exchange.
AUDITORS
The Company's Auditors M/s Ashok K. Jain, Chartered Accountants, retire
at the ensuing Annual General Meeting and are eligible for
reappointment.
DIRECTORS
During the year under review Shri Kanti Gandhi and Miss Ruchika Gupta
retired by rotation and being eligible offer themselves for
re-appointment.
HUMAN RESOURCES
The Company has a pool of competent and dedicated professionals who
have helped in its performance. Your Directors acknowledge and
appreciate the sincere and excellent services provided by highly
committed officers and staff of the Company.
PARTICULARS OF CONSERVATION OF ENERGY ETC.
The Company (Disclosure of particulars in the report of Board of
Directors) rules, 1988 required disclosure of particulars regarding
conservation of energy in Form - A and Technology absorption in Form -
B prescribed under the Rules. The Company not being a Manufacturing
Company is advised that Form -A and Form -B are not applicable to it.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors' Responsibility Statement, it is
hereby confirmed that
i) In the preparation of the annual accounts for the financial year
ended 31st March, 2005, the applicable accounting standards had been
followed.
ii) The directors have selected such accounting policies and applied
them consistently and made judgements and estimates that were
reasonable and, prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit and loss of the Company for the year under review.
iii) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities
iv) The directors have prepared the annual accounts on a going concern
basis.
AUDIT COMMITTEE
In terms of the provision of sec. 292 of the Companies Act, 1956 the
Company has set up an Audit Committee comprising Mr. Kanti Gandhi, Mrs.
Renu Gupta and Ms. Farha Naz. However Ms. Farha Naz has resigned w.e.f.
30th April, 2004 and Mr. Haren J. Shah has been appointed as a Member
of the Audit Committee in her place.
ACKNOWLEDGEMENT
The Directors take this opportunity to express their sincere gratitude
for the assistance and continued co-operation extended by the clients,
the suppliers, Government Authorities and the Company's Bankers and
Shareholders for their active support and co-operation.
By Order of the Board of Director
Regd. Office: (SURENDRA GUPTA)
FILMCITY HOUSE Managing Director.
Mumbai
Date : 06.06.2005
Mar 31, 2004
The Board of Directors of the Company have pleasure in presenting the
10th Annual report of the Company together with the Audited Accounts
for the year ended 31st March, 2004.
OPERATING RESULTS
The turnover for the year 2003-04 is Rs. 115.23 Lacs against Rs. 45.42
Lacs in the year 2002-03. The profit for the year is Rs. 0.82 Lacs as
against Rs. 1.39 Lacs in 2002-03.
The operating results are summarised below :
(Rs. in Lacs)
Particulars 2003-04 2002-03
Sales and other income 115.23 45.42
Operating Profit/(Loss) 16.04 16.30
Depreciation & other write offs 15.22 14.92
Profit/(Loss) before tax 0.82 1.39
Provision for tax 0.00 0.00
Profit/(Loss) after tax 0.82 1.39
Share capital 510.37 510.37
Reserves 14.91 14.91
Net worth 525.28 525.28
OPERATIONS
The Company is engaged in media business and continuing its
production/marketing of TV. Software. There is tough competition in
the business and the Company could not get any major break through
during last few years because of entry of big production houses in the
field. Your Company is also facing the problem of entry in the business
and the operational results are not satisfactory upto the expectation
of the management/shareholders.
FUTURE PROSPECTS
The country witnessing a growing economy after a long time, Indian
economy is expected to grow @ 8% to 8.5%. The numbers of channels are
increasing every day and the growth of media industry is totally depend
upon the entertainment providers. Considering the increased number of
channels your Company will continue to produce more and more TV
Software and make efforts for increase in revenue in future. The
Company is also planning to launch a different kind of TV Channel in
future. The management is working on the same and will be announced at
a suitable time.
FIXED DEPOSITS
Your Company has not accepted/renewed any deposits from
Public/shareholders during the period under review.
FOREIGN EXCHANGE EARNINGS AND EXPENDITURE:
The Company has neither incurred any expenditure nor earned any income
in Foreign Exchange.
AUDITORS:
The Companys Auditors M/s Ashok K. Jain, Chartered Accountants, retire
at the ensuing Annual General Meeting and are eligible for
reappointment.
DIRECTORS
During the year under review Ms. Farha Naaz and Mr. Shivraj Kishore
Sharma, retired by rotation and being eligible offer themselves for
re-appointment.
Mrs. Reshma G Kadakia has joined the Board during the year on 26.09.03
and resigned from the directorship w.e.f. 31st July, 2004 and Ms.
Ruchika Gupta was appointed as a Director w.e.f. 31st July, 2004.
HUMAN RESOURCES:
Your Company has a pool of competent and dedicated professionals who
have helped in its performance. Your Directors acknowledge and
appreciate the sincere and excellent services provided by highly
committed officers and staff of the Company.
PARTICULARS OF CONSERVATION OF ENERGY ETC.
The Company (Disclosure of particulars in the report of Board of
Directors) rules, 1988 required disclosure of particulars regarding
conservation of energy in Form -A and Technology absorption in Form - B
prescribed under the Rules. The Company not being a Manufacturing
Company is advised that Form - A and Form - B are not applicable to it.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed that :
i) in the preparation of the annual accounts for the financial year
ended 31st March, 2004, the applicable accounting standards had been
followed.
ii) the directors have selected such accounting policies and applied
them consistently and made judgements and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit and loss of the Company for the year under review.
iii) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts on a going concern
basis.
AUDIT COMMITTEE
In terms of the provision of sec. 292 of the Companies Act, 1956 the
Company has set up an Audit Committee comprising Mr. Kanti Gandhi, Mrs.
Renu Gupta Ms. Farha Naz.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their sincere gratitude
for the assistance and continued co-operation extended by the clients,
the suppliers, Government Authorities and the Companys Bankers and
Shareholders for their active support and co-operation.
By Order of the Board of Director
Regd. Office:
2/20, Tardeo A.C. Market (SURENDRA GUPTA)
Tardeo, Mumbai - 400 034.
Date : 09.08.2004 Managing Director.
Mar 31, 2003
The Board of Directors of the Company have pleasure in presenting the
9th Annual report of the Company together with the Audited Accounts for
the year ended 31st March, 2003.
OPERATING RESULTS
The turnover for the year 2002-03 is Rs. 45.42 Lacs against Rs. 60.21
Lacs in the year 2001-02. The profit for the year is Rs. 1.39 Lacs as
against the loss of Rs. 32.59 Lacs in 2001-02.
The operating results are summarised below : (Rs. in Lacs)
Particulars 2002-03 2001-02
Sales and other income 45.42 60.21
Operating Profitless) 16.30 (17.44)
Depreciation & other write offs 14.92 14.91
Profit/(Loss) before tax 1.39 (32.35)
Provision for tax 0.00
Profitless) after tax 1.39 (32.35)
Share capital 510.37 510.37
Reserves 14.91 14.91
Net worth 525.28 525.28
OPERATIONS
The Company is continuing its production/Marketing of TV Software and
publishing of Magazines. The tie up with various channels is in
progress, however the Indian economy is witnessing slowdown and most
media companies have been going through a lean phase and posting
unimpressive results, your company is not a exception to this and the
operational results are not satisfactory upto the expectations of the
Managements/Shareholders.
FUTURE PROSPECTS
In media industry growth opportunities have virtually been thrusted
upon the entertainment providers. Futures of your company is going to
be bright and to step further we have already invested in the
infrastructure and building of TV. Software. We will continue to be
progressive and innovative and make efforts of increasing revenue in
future. The Company plan to launch various TV Serials to maintain lead
over other media companies.
FIXED DEPOSITS
Your Company has not accepted/renewed any deposits from
Public/shareholders during the period under review.
FOREIGN EXCHANGE EARNINGS AND EXPENDITURE:
The Company has neither incurred any expenditure nor earned any income
in Foreign Exchange.
AUDITORS:
The Companys Auditors M/s Ashok K. Jain, Chartered Accountants, retire
at the ensuing Annual General Meeting and are eligible for
reappointment.
DIRECTORS
During the year under review Mr. Kami Gandhi and Mr. Shivraj Kishore
Sharma, retired by rotation and being eligible offer themselves for
re-appointment.
HUMAN RESOURCES:
Your Company has a pool of competent and dedicated professionals who
have helped in its performance. Your Directors acknowledge and
appreciate the sincere and excellent services provided by highly
committed officers and staff of the Company.
PARTICULARS OF CONSERVATION OF ENERGY ETC.
The Company (Disclosure or particulars in the report of Board of
Directors) rules, 1988 required disclosure of particulars regarding
conservation of energy in Form - A and Technology absorption in Form -
B prescribed under the Rules. The Company not being a Manufacturing
Company is advised that Form - A and Form - B are not applicable to it.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed that:
i) in the preparation of the annual accounts for the financial year
ended 31st March, 2003, the applicable accounting standards had been
followed.
ii) the directors have selected such accounting policies and applied
them consistently and made judgements and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit and loss of the Company for the year under review.
iii) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts on a going concern
basis.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their sincere gratitude
for the assistance and continued co-operation extended by the clients,
the suppliers, Government Authorities and the Companys Bankers and
Shareholders for their active support and co-operation.
Registered Office: By Order of the Board
2/20, Tardeo A. C. Market
Tardeo, Mumbai - 400 034. (SURENDRA GUPTA)
Dated: 8th May 2003 Managing Director.
Mar 31, 2002
The Board of Directors of the Company have pleasure in presenting the
8th Annual Report of the Company together with the Audited Accounts for
the year ended 31st March 2001.
OPERATING RESULTS
The turnover for the year 2001-2002 is Rs. 60.21 Lacs as against Rs.
136.14 Lacs in the year 2000-01. The Loss for the year is Rs. 32.95
lacs as against the Rs. 14.64 Lacs in 2000-01.
The operating Results are summarised below:
(Rs. in Lacs)
Particulars 2001-2002 2000-2001
Sales & Other Income 60.21 136.14
Operating Profit/(Loss) (17.44) 3.40
Depreciations Other write offs 14.91 11.46
Profit/(Loss) before Tax (32.35) (14.64)
Provision for Tax - -
Profit/(Loss) after Tax (32.35) (14.64)
Share Capital 510.37 510.37
Reserves 14.90 14.90
Net Worth 525.27 525.27
OPERATIONS:
The Company is continuing its production of TV Software and publishing
of Magazines. The tie up with various Channels is in progress.
FUTURE PROSPECTS:
In media Industry growth opportunities have virtually been thusted upon
the entertainment providers. Future of your company is going to be
bright and to step further we have already invested in the
infrastructure and building of TV. Software. We will continue to be
progressive and innovative and make efforts of increasing revenue in
future.
FIXED DEPOSITS:
Your Company has not accepted/renewed any deposits from
Public/shareholders during the period under review.
FOREIGN EXCHANGE EARNINGS AND EXPENDITURE:
The Company has neither incurred any expenditure nor earned any income
in Foreign exchange.
AUDITORS:
The Companys Auditors M/s Ashok K. Jain, Chartered Accountants, retire
at the ensuing Annual General Meeting and are eligible for
re-appointment.
DIRECTORS:
During the year under review Ms. Farha Naz and Mrs. Renu Gupta retire
by rotation and being eligible offer themselves for re-appointment.
HUMAN RESOURCES:
Your Company has a pool of competent and dedicated professionals who
have helped in its performance. Your Directors acknowledge and
appreciate the sincere and excellent services provided by highly
committed officers and staff of the Company.
PARTICULARS OF CONSERVATION OF ENERGY ETC.:
The Company (Disclosure of particulars in the Report of Board of
Directors) Rules, 1988 required disclosure of particulars regarding
conservation of energy in Form - A and Technology absorption in Form -
B prescribed under the Rules. The Company not being a Manufacturing
Company is advised that Form - A and Form - B are not applicable to it.
ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their sincere gratitude
for the assistance and continued co-operation extended by the
Clients, the Suppliers, Government Authorities and the Companys
Bankers and Shareholders for their active support and co-operation.
Regd. Office By Order of the Board of Directors
2/20 Tardeo, A. C Market,
Tardeo, MUMBAI-400 034 SURENDRA GUPTA
Date: 10th August, 2002 Managing Director
Mar 31, 2000
The Board of Directors of the Company have pleasure in presenting the
6th Annual Report of the Company together with the Audited Accounts for
the year ended 31st March 2000.
OPERATING RESULTS :
The turnover for the year 1999-2000 is Rs.52.68 Lacs as against Rs.
68.15 Lacs in the year 1998-99. The Profit for the year is Rs.1.03 lacs
as against the loss of Rs. 5.79 Lacs in 1998-99.
The operating Results are summarised below : (Rs. in Lacs)
Particulars 1999-2000 1998-99
Sales & Other Income 52.68 68.15
Operating Profit 12.29 5.34
Depreciation 11.27 11.14
Profit before Tax 1.03 (5.79)
Provision for Tax - -
Profit after Tax 1.03 (5.79)
Share Capital 510.37 453.02
Reserves 15.08 0
Net Worth 525.45 452.17
THE PROJECT :
The Company is continuing its production of T.V. Softwares and
publishing of Magazines. The Company's serials Kahin Der Na Ho jaye, is
presently on air through Sahara T.V. Channel and getting tremendous
response from audience. The other serials Angare, Miya Bibi Razi, Arth,
Kuber Ka Khazana etc. have been submitted to various channels and
expected to be on air shortly.
FUTURE PROSPECTS :
In media Industry growth opportunities have virtually been trusted upon
the entertainment providers. Future of your company is going to be
bright and to step further we have already invested in the
infrastructure and building of T.V. Softwares. We will continue to be
progressive and innovative and make efforts of increasing revenue in
future.
FIXED DEPOSITS :
The Company has not accepted/renewed any deposits from
Public/shareholders during the period under review.
FOREIGN EXCHANGE EARNINGS AND EXPENDITURE :
The Company has neither incurred any expenditure nor earned any income
in Foreign exchange.
AUDITORS :
The Company's Auditors M/s Smritee Thakore & Associates, Chartered
Accountants, retire at the ensuing Annual General Meeting and are
eligible for re-appointment.
DIRECTORS :
During the year under review Ms Farha Naz and Shri Shivraj Kishore
Sharma retire by rotation and being eligible offer themselves for
re-appointment.
HUMAN RESOURCES :
The Company has a pool of competent and dedicated professionals who
have helped in its performance. Your Directors acknowledge and
appreciate the sincere and excellent services provided by highly
committed officers and staff of the Company.
PARTICULARS OF CONSERVATION OF ENERGY ETC. :
The Company (Disclosure of particulars in the Report of Board of
Directors) Rules, 1988 required disclosure of particulars regarding
conservation of energy in Form - A and Technology absorption in Form -
B prescribed under the Rules. The Company not being a manufacturing
Company is advised that Form - A and Form - B are not applicable to it.
Mar 31, 1999
The Board of Directors of the Company have pleasure in presenting the
5th Annual Report of the Company together with the Audited Accounts for
the year ended 31st March 1999.
OPERATING RESULTS :
The turnover for the year 1998-99 is Rs. 68.15 Lacs as against Rs.
313.70 Lacs in the year 1997-98. The Loss for the year is Rs. 5.79
lacs as against the profit of Rs. 1.98 Lacs in 1997-98.
The operating Results are summarised below :
(Rs. in Lacs)
Particulars 1998-99 1997-98
Sales & Other Income 68.15 313.70
Operating Profit 5.34 13.11
Depreciation 11.14 10.83
Profit before Tax (5.79) 2.28
Provision for Tax - .30
Profit after Tax (5.79) 1.98
Share Capital 453.02 453.02
Reserves 0 4.94
Net Worth 452.17 457.96
THE PROJECT :
The Company is continuing its production of T.V. Softwares and
publishing of Magazines. The Company has submitted applications for
its serials with various channels that includes-Lekh Tandon's Kahin Der
Na Ho Jaye, the other serials are Angare, Miya Bibi Razi, Arth, Kuber
Ka Khazana etc. The Company prefers to telecast its serials on
Doordarshan compared to Satellite Channels as the rights of the
programmes remain with the producer and the income and profit margin
for telecast are high. Due to increasing queue of applications with
the Doordarshan the Company's serials could not be telecast during the
year and they are expected to be telecasting shortly.
FUTURE PROSPECTS :
The Company has successfully completed the house complex and is now in
a better position to cater to various departments involved in the
production of T.V. softwares like editing, dubbing, mixing and
recording etc. for company as well as for advertisement agencies, ad
filmmakers, ad video software producers and publication of magazines.
The Directors are very optimistic of the future of entertainment
industry in which the Company has a significant presence and is
expected to grow at a very rapid pace in the coming years looking to
the bright future, the management is planning to restructure its
business to tap the opportunities available in the Entertainment
Industries.
FIXED DEPOSITS :
The Company has not accepted/renewed any deposits from
Public/shareholders during the period under review.
FOREIGN EXCHANGE EARNINGS AND EXPENDITURE :
The Company has neither incurred any expenditure nor earned any income
in Foreign exchange.
AUDITORS :
The Company's Auditors M/s Smritee Thakore, Chartered Accountants,
retire at the ensuing Annual General Meeting and are eligible for
re-appointment.
DIRECTORS :
During the year under review Shri Kanti Gandhi and Shri Shivkishore
Sharma retire by rotation and being eligible offer themselves for
re-appointment.
HUMAN RESOURCES :
The Company has a pool of competent and dedicated professionals who
have helped in its performance. The Directors acknowledge and
appreciate the sincere and excellent services provided by highly
committed officers and staff of the Company.
PARTICULARS OF CONSERVATION OF ENERGY ETC. :
The Company (Disclosure of particulars in the Report of Board of
Directors) Rules, 1988 required disclosure of particulars regarding
conservation of energy in Form - A and Technology absorption in Form -
B prescribed under the Rules. The Company not being a manufacturing
Company is advised that Form - A and Form B are not applicable to it.
Mar 31, 1998
Details not Available in this Annual Report of 1998-99.
Mar 31, 1997
The Board of Directors of the Company have pleasure in presenting the
3rd Annual Report of the Company together with the Audited Accounts for
the year ended 31st March 1997.
OPERATING RESULTS :
The turnover for the year 1996-97 is Rs. 164.75 Lacs as against Rs.
235.75 Lacs in the year 1995-96. The Loss for the year is Rs. 7.37
lacs as against the profit of Rs. 7.96 Lacs in 1995-96.
The operating Results are summarised below :
(Rs. in Lacs)
Particulars 1996-97 1995-96
Sales & Other Income 164.75 235.75
Operating Profit 1.24 11.46
Depreciation 8.61 2.78
Profit before Tax (7.37) 8.68
Provision for Tax - 0.72
Profit after Tax (7.37) 7.96
Share Capital 452.65 419.37
Reserves 2.97 10.33
Net Worth 455.62 429.70
THE PROJECT :
The Company is continuing its production of T.V. Softwares and publishing of Magazines. Company's produced serial Santoor Top Ten is
being telecast on Bhopal and Lucknow Doordarshan and has been achieving
high ratings. The Company has submitted applications for its serials
with various channels that includes -- Lekh Tandon's Kahin Der Na Ho
Jaye, the other serials are Angare, Miya Bibi Razi, Arth, Kuber Ka
Khazana etc. The Company prefers to telecast its serials on Doordarshan compared to Satellite Channels as the rights of the programmes remain with the producer and the income and profit margin for telecast are high. Due to increasing queue of applications with the Doordarshan the Company's serials could not be telecast during the year. Apart from this, unpopular trend of Magazines due to the upsurge of the electronic media, the results for the financial year ended 31st March 1997 were unsatisfactory. The management hopes to do better during the current year.
FUTURE PROSPECTS :
India completes 50 years of its independence and with this new era of
Satellite technology, your directors are desirous to produce more T.V.
Softwares on the saga of Indian Independence. The Company has successfully completed the house complex and is now in a better position to cater to various departments involved in the production of T.V. softwares like editing, dubbing, mixing and recording etc. for company as well as for advertisement agencies, ad film makers, ad video software producers and publication of magazines.
Your Directors are very optimistic of the future of entertainment
industry in which the Company has a significant presence and is expected to grow at a very rapid pace in the coming years.
FIXED DEPOSITS :
Your Company has not accepted/renewed any deposits from Public/shareholders during the period under review.
FOREIGN EXCHANGE EARNINGS AND EXPENDITURE :
The Company has neither incurred any expenditure nor earned any income
in Foreign exchange.
AUDITORS :
The Company's Auditors M/s S.J. Rajadhyaksha & Co. Chartered
Accountants, retire at the ensuing Annual General Meeting and are
eligible for re-appointment.
DIRECTORS :
During the year under review Shri Kanti Gandhi and Ms. Farha Naz retire
by rotation and being eligible offer themselves for re-appointment.
HUMAN RESOURCES :
Your Company has a pool of competent and dedicated professionals who
have helped in its performance. Your Directors acknowledge and appreciate the sincere and excellent services provided by highly committed officers and staff of the Company.
PARTICULARS OF CONSERVATION OF ENERGY ETC. :
The Company (Disclosure of particulars in the Report of Board of
Directors) Rules, 1988 required disclosure of particulars regarding
conservation of energy in Form - A and Technology absorption in Form -
B prescribed under the Rules. The Company not being a manufacturing
Company is advised that Form - A and Form - B are not applicable to it.
ACKNOWLEDGMENT :
Your Directors take this opportunity to express their sincere gratitude
for the assistance and continued co-operation extended by the Clients,
the Suppliers, Government Authorities and the Company's Bankers and
Shareholders for their active support and co-operation.
Mar 31, 1996
The Board of Directors of your Company have pleasure in presenting
the 2nd Annual Report together with Audited Accounts for the year
ended 31st March, 1996.
OPERATING RESULTS
The turnover for the year 1995-96 is Rs. 258.81 Lacs as against
Rs.298.11 lacs in the year 1994-95. The Profit after tax works out of
Rs. 7.96 lacs in 1995-96 as against Rs. 2.37 lacs in 1994-95.
The operating results are summarised below
(RUPEES IN LAKHS)
Particulars 1995-96 1994-95
Sales & Other Income 235.75 298.11
Operating Profit 11.46 4.24
Depreciation 2.78 0.42
Profit before Tax 8.68 3.82
Provision for Tax 0.72 1.45
Profit after Tax 7.96 2.37
Share Capital 419.37 5.00
Reserves 10.33 2.37
Net Worth 429.70 7.37
THE PROJECT
The Company has taken up a major diversification project to set up post production facilities of editing, dubbing, mixing including making master of Video Software for telecast and also go into the activities of producing Television Software for T.V. for financing the diversification programme, the Company entered into Capital Market with an issue of 30,00,000 Equity Shares of Rs. 10/- each for cash at par during December, 1995. The Company has received overwhelming response for its Public Issue which was oversubscribed by 2.37 times.
The Company is setting up a House Complex for offering a wide range
of Video production and post production facilities at Juhu, Mumbai.
The Company has already acquired the land, and construction work is
completed. The installation of various equipments is in progress.
The location of studio at Juhu, Mumbai is considered as most ideal from the market potential, as most of the film producers, Directors, Editors and Artists are located around this area within a radius of 4 KM.
PERFORMANCE REVIEW
FUTURE PROSPECTS OF THE COMPANY
India is witnessing a boom in the entertainment industry, especially
in the TV Segment and Cable Net Work, in the last two years. India
has witnessed a sudden spurt in satellite channels and further channels are being added to the existing one. All these channels would demand more and more T. V. programmes to keep them going both in terms of quantity and quality and also post production facilities would be required. The facilities for post production would also be utilised by advertisement agencies, Adfilm makers and video software producers. Thus there is a large potential for further growth in the market for the services that the Company proposes to offer.
FIXED DEPOSITS
Your Company has not accepted/renewed any deposits from
Public/Shareholders during the period under review.
FOREIGN EXCHANGE EARNINGS AND EXPENDITURE
The Company has neither incurred any expenditure nor earned any income in foreign exchange.
HUMAN RESOURCES
Your Company has a pool of competent and dedicated professionals who
have helped it in its performance. Your Directors acknowledge and
appreciate the sincere and excellent services provided by highly
committed officers and staff of the Company.
PARTICULARS OF CONSERVATION OF ENERGY, ETC.:
The Company (disclosure of particulars in the Report of Board of
Directors) Rules, 1988 required disclosure of particulars regarding
conservation of energy in Form-A and Technology absorption in Form-B
prescribed under the rules. The Company not being a manufacturing
Company is advised that Form-A and Form-B are not applicable to it.
ACKNOWLEDGMENT
The Directors take this opportunity to express their gratitude for
the assistance and continued cooperation extended by the Clients, the
Suppliers, Government authorities and the Company's Bankers and
Shareholders for their active support and cooperation.
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