DIRECTORS' REPORT The Members, FILMCITY MEDIA LIMITED 1.Your Directors are pleased to present their 21st Annual Report together with the Balance Sheet and the Profit and Loss Accounts for the financial year ended 31st March, 2015 and the Auditors Report thereon. 2. STATE OF AFFAIRS: During the year under review, the Company continued to make losses. As compared to the losses of Rs. 6.72 Lacs in previous year 2013-14, the Company has incurred loss of Rs. 5.89 Lacs. 3. DIVIDEND In view of the losses made during the year, the Board of Directors of your Company does not recommend any dividend for the year 2014-15. 4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND The provisions of Section 125(2) of the Companies Act, 2013, do not apply as there was no dividend declared and paid in last 7 years. 5. DIRECTORS In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company, Mr. Rajkumar Modi [DIN: 01274171] will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his reappointment. 6. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED Mrs. Anjali Pareek was appointed as an Additional Director w.e.f. 01st April, 2015 and holds the said office till the date of the ensuing Annual General Meeting. A notice has been received from a member proposing her candidature for her reappointment being eligible and offering herself for appointment as an Independent (NonExecutive) Director for five consecutive years from the date of ensuing Annual General Meeting to be held on September 30, 2015 upto September 30, 2020 or upto the date of Annual General Meeting to be held in the calendar year 2020, whichever is earlier and shall not be liable to retire by rotation A notice has been received from a member proposing Mrs. Pareek as a candidate for the office of Independent Director of the Company. In the opinion of the Board, Mrs. Pareek fulfils the conditions specified in the Companies Act, 2013 and rules made thereunder for her appointment as an Independent Director of the Company. The Board considers that her continued association would be of immense benefit to the Company. 7. DECLARATION OF INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. 8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has in place an established internal control system designed to ensure proper recording of financial and operational information, compliance of various internal controls and other regulatory and statutory compliances. Internal Audit is conducted throughout the organization by qualified independent Internal Auditors. Findings of the Internal Audit Report are reviewed by the Management and by the Audit Committee of the Board and proper follow up actions are ensured wherever required. 9. CHANGE IN THE NATURE OF BUSINESS During the period under review, there is no change in the nature of business of the Company. The Company continues to operate in the Media production & distribution. 10. SUBSIDIARIES, IOINT VENTURES AND ASSOCIATE COMPANIES The Company does not have any Subsidiary, Joint venture or Associate Company. 11. DIRECTORS' RESPONSIBILITY STATEMENT As required under Section 134(5) of the Companies Act, 2013, the Directors state that: a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) the directors had prepared the annual accounts on a going concern basis; e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 12. EXTRACT OF ANNUAL RETURN The details forming part of the extract of Annual Return in Form MGT-9 as required under Section 92 of the Companies Act, 2013 (herein after referred to as "the Act") forms an integral part of this Report as "Annexure A". 13. MEETINGS OF THE BOARD During the year, Five (5) Board Meetings were held by the Company on 30th May, 2014, 14th August, 2014, 15th November, 2014, 11th December, 2014 and 13th February, 2015. The intervening gap between the meetings was as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the BSE. The details of the Committee Meetings held during the period under review forms part of the Corporate Governance Report. 14. NOMINATION AND REMUNERATION COMMITTEE POLICY The Board has on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. 15. AUDIT COMMITTEE The Audit Committee of the Board of Directors of the Company, comprises of three (3) Members, namely Mr. Rajkumar Modi, Mr. Mahesh Kumar Jani and Mr. Pankaj Kumar Dave. Two-third of the Members are Independent Directors and one is Executive Director. The Chairman of the Committee is Mr. Pankaj Kumar Dave who is an Independent Director. The details of terms of reference of Audit Committee, number and dates of meetings held and attendance of the Members therein have been specified separately in the attached Corporate Governance Report. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year. 16. AUDITORS & AUDITORS REPORT M/s. Sudhir M Desai & Co., the Auditors retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. 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. The Statutory Auditors M/s. Sudhir M Desai & Co., Chartered Accountants have issued their reports on Standalone Financial Statements for the year ended 31st March 2015. There are no adverse remarks or qualifications in the said report. The Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments. Your Directors recommend reappointment of M/s. Sudhir M Desai & Co. as the Auditors of the Company. 17. INTERNAL AUDITOR The Company has appointed M/s. Harish Choudhary & Associates, Chartered Accountants, (Firm Registration No. 137444W) as Internal Auditor of the Company as per Section 138 of the Act. 18. SECRETARIAL AUDIT REPORT In compliance with the provisions of Sec 204 and other applicable provisions of Companies Act 2013, a secretarial audit was conducted during the year by Secretarial Auditors M/s. Mayank Arora & Co, Practicing Company Secretaries. The Secretarial Auditor's Report is attached as Annexure and forms part of this report. There are no qualifications or observations or remarks made by the Secretarial Auditors in their Audit Report. The Secretarial Audit Report forms part of this Notice as "Annexure B". 19. BOARD PROCEDURE Board members are given appropriate documents and information in advance of each Board and Committee Meeting to enable the Board to discharge its responsibilities effectively by taking well informed decisions. To enable the Board to discharge its responsibilities effectively, the Managing Director reviews Company's overall performance. The functions performed by the Board includes, in addition to the legal matters compulsorily required to be performed by it, review of: - Strategy and Business Plan; - Annual operating and capital expenditure budgets; - Investment and exposure limits; - Compliance with statutory/regulatory requirements and review of major legal issues; - Approval of quarterly/annual results and - Review of the minutes of the Board Meeting, Audit Committee Meeting, Stakeholders Relationship Committee and Nomination & Remuneration Committee. 20. RISK MANAGEMENT The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business divisions. Risk management forms an integral part of the Company's planning cycle. 21. FIXED DEPOSITS The Company has not accepted any deposit from the general public within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under. 22. RELATED PARTY TRANSACTIONS All contracts/arrangements/transactions entered by the Company during the year ended 31st March 2015 with related parties were in the ordinary course of business and on an arm's length basis. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of Company at large. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis, Form AOC-2 is not applicable to the Company. 23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186 Details of Loan, Guarantees and Investments covered under the provisions of the Act, are disclosed in the notes to the Financial Statements. 24. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY During the year ended 31st March 2015, there were no material changes and commitment affecting the financial position of the Company that have occurred between the year ended 31st March 2015 to which financial results relate and the date of the Report. 25. PERFORMANCE EVALUATION OF THE BOARD Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 26. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE Since the provisions as laid down in the Section 135 of the Companies Act, 2013 are not applicable to the Company, hence no such Committee has been formed. However, Company had always tried in its best possible ways to involve itself in social development activities. 27. SHARES a. Buy Back of Securities The Company has not bought back any of its securities during the year under review. b. Sweat Equity The Company has not issued any Sweat Equity Shares during the year under review. c. Bonus Shares No Bonus Shares were issued during the year under review. d. Employees Stock Option Plan The Company has not provided any Stock Option Scheme to the employees. 28. SHARE CAPITAL The Issued, Subscribed & Paid up Capital of the Company as on 31st March 2015 stands at Rs. 30,570,969/-divided into 30,570,969 Equity Shares of Re. 1/- each. During the year, the Company has not issued shares with differential voting rights nor granted any stocks options or sweat equity. 29. DEMATERIALISATION OF SHARES Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN No. INE600B01033 has been allotted for the Company Shares. Therefore, the members and/or investors may keep their shareholdings in the electronic mode with their Depository Participant. 30. LISTING OF SHARES Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. Your Company had duly paid the Annual Listing Fees to the Stock Exchange. 31. INSURANCE The fixed assets of the Company have been adequately insured. 32. VIGIL MECHANISM/WHISTLE BLOWER POLICY The Company has formulated a vigil mechanism (whistle blower policy) for its directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement. This vigil mechanism shall provide a channel to the employees and Directors to report to the management concerns about unethical behavior, and also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. 33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS During the year under review, there were no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations. 34. MANAGEMENT DISCUSSION AND ANALYSIS Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report. 35. CORPORATE GOVERNANCE As per Clause 49 of the Listing Agreement entered with the BSE, a separate Report on Corporate Governance practices followed by the Company, together with a Certificate from the Company's Auditors confirming compliance forms an integral part of this Report. Further, as per Clause 49 of the Listing Agreement entered with the BSE, CEO/CFO Certification confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee forms an integral part of this Report. 36. PARTICULARS OF EMPLOYEES The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Compliance Officer in this regard. 37. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE There was no technology absorption and no foreign exchange earnings or outgo, during the year under review. Hence, the information as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is to be regarded as Nil. The Company has not entered into any technology transfer agreement. 38. 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/- (Mr. Raj Kumar Modi) Director DIN: 01274171 Place: Mumbai Date: 13.08.2015 Registered Office: A-9, Shree Siddhivinayak Plaza, Plot No. B - 31, Off Link Road, Andheri (W), Mumbai - 400 053. Tel : 65501200 |