DIRECTORS REPORT The Members IDream Film Infrastructure Company Limited Your Directors have pleasure in presenting the Thirty Fourth Annual Report of the Company together with the Audited Statement of Accounts fortheyearended3l"March, 2015. b. OPERATIONS: During the year under review, the Company did not undertake any business operations. The Company incurred a Net Loss of Rs. 7,63,938/- due to administrative and other fixed expenses. c. REPORT ON PERFORMANCE OF SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE COMPANIES: The performance and financial position of Subsidiary Company for the year ended 31" March 2015 is appended as Annexure I to this Report. The company does not have any associates or joint venture companies. d. DIVIDEND: Considering the loss incurred in the current financial year and accumulated losses, your Directors do not recommended any dividend for the financial year under review. e. TRANSFER TO RESERVES: In view of loss incurred during the year under review, the Board ofDirectors has not recommended transfer of any amount to reserves. f. REVISION OF FINANCIAL STATEMENT: There was no revision of the financial statements for the year under review. g. DEPOSITS: The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules. 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable. h. DISCLOSURES UNDER SECTIONS 134(3)(1) OF THE COMPANIES ACT. 2013: Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report. i. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS: The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. j. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL: No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future. k. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES: The details of transactions / contracts / arrangements entered by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review, in the prescribed Form AOC-2, are furnished in Annexure II and forms part of this Report. 1. PARTICULARS OF LOANS. GUARANTEES. INVESTMENTS AND SECURITIES: Full particulars of loans, guarantees, investments covered under Section 186 of the Companies Act, 2013, are given in the Note No. 2 (7) and 2 (10) in the financial statements provided in this Annual Report. m. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT. 2013: The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. n. DISCLOSURE UNDER SECTION 54(l)(d) OF THE COMPANIES ACT. 2013: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(l)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules. 2014 is furnished o. DISCLOSURE UNDER SECTION 62(l)(b) OF THE COMPANIES ACT. 2013: The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(l)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. p. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIESACT. 2013: The Company has not granted any loans to its employees under the Scheme for purchase or subscribe for fully paid up shares of the Company or its Holding Company. Hence, no such disclosure is required to be made. 2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL a) BOARD OFDIRECTORS & KEY MANAGERIAL PERSONNEL During the year under review, Mr. Santosh Apraj (DIN: 05197998) and Mr. Lalitkumar Kothari (DIN: 07115770) were appointed as additional Directors of the Company w.e.f. 13» February, 2015 and 18» March 2015 respectively to hold office upto the date of ensuing Annual General Meeting. The Company has received requisite notices along with deposit proposing their candidature for appointment as Director of the Company. Mr. Lalitkumar Kothari was appointed as Independent Director. Further, the Board of Directors of the Company at their Meeting held on 14,h August, 2015, approved the appointment of Mr. Santosh Apraj as a Managing Director of the Company subject to the approval of the Shareholders at the ensuing Annual General Meeting of the Company. Mr. Samir Patil (DIN: 01905667), Mr. Vidhyut Jain (DIN: 00480231), Non Executive Directors resigned as Directors of the Company with effect from 13th February, 2015 and Mr. Vinod Kumar Jain, Independent Director also resigned from the Directorship with effect from 18th March, 2015. The said directors had resigned due to their other occupation. The Board places on record its deep appreciation for services rendered by Mr. Samir Patil, Mr. Vidhyut Jain & Mr. Vinod Kumar Jain during their respective tenure on the Board. In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation. As per the provisions of Section 152 of the Companies Act, 2013, Mr. Suri Gopalan (DIN: 02135461) shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. b. DECLARATIONS BYINDEPENDENTDIRECTORS: The Company has received declarations form all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company 3. DISCLOSURES RELATED TO BOARD. COMMITTEES AND ITS POLICIES a. BOARD MEETINGS: During the financial year 2014-15,11 meetings of the Board of Directors were held in accordance with the provisions of the Companies Act, 2013 and rules made there under i.e. on 30th May, 2014, 14th August, 2014, 2nd September, 2014, 30th September, 2014, 10th October, 2014, 14th November, 2014, 24th December, 2014, 14th January, 2015, 13th February 2015,18th March, 2015 and 27th March, 2015. b. DIRECTOR'S RESPONSIBILITY STATEMENT: In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31" March, 2015, the Board of Directors hereby confirm 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. such accounting policies have been selected and applied consistently and the Directors 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 as at 31" March, 2015 and of the loss of the Company for that year; c. proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis; e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; c. NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee ofDirectors was constituted by the Board of Directors of the Company in accordance with the requirements ofSectionl78 of the Act. The composition of the said Committee as on 31" March 2015 is as under: 1. Mr. Lalitkumar Kothari, Chairman, 2. Mrs. AmolaPatel, Director and 3. Mr. SantoshApraj, Director. During the year, three meetings of Nomination & Remuneration Committee were held i.e. on 14th November, 2014, 13th February, 2015 & 18th March, 2015. The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The aforementioned detailed policy duly approved and adopted by the Board is appended as Annexure IV to this Report. d. AUDIT COMMITTEE; The Audit Committee of the Board ofDirectors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules made there under. The present Audit Committee comprises of: 1. Mr. Lalitkumar Kothari, Chairman, 2. Mr. SantoshApraj, Directorand 3. Mrs. Amola Patel, Director. The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges. During the year, two meetings of Audit Committee were held on 14,hNovember, 2014 & 13th February, 2015. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES: The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed the "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. e. RISK MANAGEMENT POLICY: The Board of Directors of the Company has designed a Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual / strategic business plans and in periodic management reviews. f. ANNUAL EVALUATION OFDIRECTORS. COMMITTEE AND BOARD: The Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework, under which Committee has identified the criteria upon which performance of every Director shall be evaluated. The framework also provides the manner in which the Directors, as a collective unit in the form of Board Committees and the Board should function and perform. g. INTERNAL CONTROL SYSTEMS: Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected. h. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT. 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES. 2014: The Company did not have any Employees, Managing Director, CFO, and Whole-Time Director during the year under review, and hence the Company has not paid any remuneration to them and therefore no details are furnished as required in accordance to Section 197(12) of Companies Act, 2013. i. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES: Mr. Santosh Apraj, Managing Director of the Company draws remuneration from Holding Company i.e. Aha Holdings Pvt. Ltd. and however does not exceed the limits in accordance to section 197 and schedule V of Companies Act, 2013. 4. AUDITORS AND REPORTS The matters related to Auditors and their Reports are as under: a. OBSERVATIONS OF STATUTORY AUDITORS ONACCOUNTS FOR THE YEAR ENDED 31st MARCH 2015: The observations made by the Statutory Auditors in their report for the financial year ended 31st March 2015 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. b. SECRETARIALAUDIT REPORT FOR THE YEAR ENDED 31st MARCH 2015: In terms of the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates obtaining of a Secretarial Audit Report from a Practicing Company Secretary. The Board of Directors of the Company appointed Ms. Moushmi Mehta, Practicing Company Secretary to conduct the Secretarial Audit of the Company for the financial year 2014-15. Secretarial Audit Report issued by Ms. Moushmi Mehta, Practicing Company Secretary in Form MR-3 for the financial year2014-15is appended as Annexure V to this report. Management responses to the remarks of Secretarial Auditors are as under: i. The Company has not complied with the provisions of Section 203 read with Rule 8A of the Companies (Appointment & remuneration of Managerial personnel) Rules, 2014 of the Companies Act, 2013 for the appointment of Key Managerial Personnel. There is no Managing Director/Whole time Director/Manager and CFO and Company Secretary. The Company has appointed Managing Director and Chief Financial Officer at the meeting of the Board of Directors held on 14th August, 2015 in accordance to the provisions of the Act. The Company has taken steps to appoint whole time Company Secretary. ii. Disclosure of interest as required under Section 184 of the Companies Act, 2013 were submitted by Mr. Vinod Kumar Jain and Ms. Amola Patel to the Company on September 1,2014 were not placed at the Board Meeting held on October 10, 2014 and November 14, 2014 respectively i.e. at the meeting in which they had participated as the Director of the Company. The same were placed at the Board Meeting held on February 13,2015. Mr. Vinod Kumar Jain and Mrs. Amola Patel has given their disclosure of interest dated September 1,2014 on the Board Meeting dated September 2,2014. Hence this matter has been present before the Board on dated February 13,2015 and thereafter Company filed the form dated February 13,2015. c. RE-APPOINTMENT OF AUDITORS: Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s Kanu Doshi Associates, Chartered Accountants (ICAI Firm Registration Number 104746W), the Statutory Auditors of the Company, hold their office up to the conclusion of the ensuing Annual General Meeting. The consent of the Auditors along with certificate under Section 139 of the Act have been obtained from the Auditors to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company. The Board recommends the re-appointment of M/s. Kanu Doshi Associates, Chartered Accountants as the Statutory Auditors of the Company. Necessary resolution for re-appointment of the said Auditors is included in the Notice of the ensuing Annual General Meeting for seeking approval of members. 5. OTHERDISCLOSURES Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under: a. EXTRACT OF ANNUAL RETURN: Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31" March 2015 made under the provisions of Section 92(3) of the Act is appended as Annexure III to this Report. b. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering that fact that the Company did not undertake any activities during the year under review. During the year under review, the Company has neither earned nor used any foreign exchange. c. CORPORATE GOVERNANCE: (applicable To Companies Giving Remuneration As Per Section II Of Schedule V): The Company has not paid any remuneration to its managerial personnel as per Section II of Schedule V of the Companies Act, 2013. 6. ACKNOWLEDGMENTS AND APPRECIATION: The Directors place on record its deep appreciation for the dedicated services of the executives and staff of the Company and also to Shareholders, Bankers, Statutory Authorities, its patrons and all organizations connected with the Company for their continuous support. For and on behalf of the Board LALIT KUMAR KOTHARI DIRECTOR DIN: 07115770 SANTOSH APRAJ DIRECTOR DIN: 05197998 Place: Mumbai Date: 14th August,2015 Registered Office: Flat No B-4501 & B-4601, Lodha Bellissimo, Lodha Pavilion, Apollo Mill Compound, Mahalaxmi,Mumbai 400 011. CIN: L51900MH1981PLC025354 TEL No. 022-6740 0900 Fax No. 022-24381374 Email: mca@ahaholdings.co.in <Website: www.idreamfilminfra.com |