P. B. Films Ltd
Directors Reports
To,
The Members, P. B. Films Limited
Dear Shareholders,
Your Directors have pleasure in presenting the 10th Annual report of
your Company along with Audited Statement of Accounts and the Auditors' Report of your
Company for the financial year ended 31st March 2017.
FINANCIAL SUMMARY OF THE COMPANY
The highlights of financial results of your Company are as follows:
| Particulars |
For the financial year ended as on 31st
March, 2017. |
For the financial year ended as on 31st
March, 2016. |
| Income |
51,59,289.51 |
31,801,847.44 |
| Less: Expenditure |
80,99,216.75 |
31,599,171.85 |
|
|
|
| Profit/ Loss before taxation |
(29,39,927.24) |
2,02,675.59 |
| Less:- Tax Expenses (Net of Deferred Tax) |
(91,325.00) |
(5,60,145.00) |
| Net Profit/ (Loss) after taxation |
(28,48,602.24) |
7,62,820.59 |
FINANCIAL PERFORMANCE
During the year under review, the Company's income is Rs. 51,59,289.51
as against income of Rs. 31,801,847.44 in 2015-16
RESERVES AND SURPLUS
The Reserves and Surplus is Rs. 3,08,546.98 as on the end of the
current year. The loss of the current year Rs. 28,48,602.24 has been transferred to
Reserve and Surplus
DIVIDEND
Keeping in view the losses during the year and the need to conserve the
resources of the Company, the Board has decided not to recommend any dividend for the
financial year 2016-17.
SHARE CAPITAL
The Paid up Equity Share Capital as on 31st March, 2017 stood at Rs.
144,176,250.00.
CHANGE IN THE NATURE OF BUSINESS
During the year, the company has not changed its nature of business.
DIRECTORS & KEY MANAGERIAL PERSON:
During the year under review, Mr. Deepak Kumar has been appointed for
the post of Chief Financial Officer of the Company with effect from August 22, 2016 .
The Board of the Director of the Company at the meeting held on August
22, 2016 appointed Mr. Deepak Kumar as Chief Financial Officer of the Company.
COMPOSITION OF BOARD AND STATUTORY COMMITTEES FORMED THEREOF Board of
Directors:
| Name |
Nature of Directorship |
| 1. Mr.Pankaj Agrawal |
Managing Director |
| 2. Mr. Dinesh Kumar Agarwal |
Non Executive-Independent Director |
| 3. Mr. Debasish Basak |
Non Executive-Independent Director |
| 4. Mrs. Tanima Mondal |
Woman Director |
Currently, the Board has the following Committees: a) Audit Committee
b) Nomination & Remuneration Committee c) Shareholders/Investors Grievance Committee
Audit Committee: The current composition of Audit Committee is as
follows:
| Name |
Chairman/ Members |
| 1. Mr. Dinesh Kumar Agarwal |
Chairman |
| 2. Mr. Debasish Basak |
Member |
| 3. Mr. Pankaj Agrawal |
Member |
Nomination & Remuneration Committee: The current composition of
Nomination & Remuneration Committee is as follows:
| Name |
Chairman/ Members |
| 1. Mr. Dinesh Kumar Agarwal |
Chairman |
| 2. Mr. Debasish Basak |
Member |
| 3. Mrs. Tanima Mondal |
Member |
Shareholders/ Investors Grievance Committee: The current
composition of Shareholders/ Investors Grievance Committee is as follows:
| Name |
Chairman/ Members |
| 1. Mr. Dinesh Kumar Agarwal |
Chairman |
| 2. Mr. Debasish Basak |
Member |
| 3. Mrs. Tanima Mondal |
Member |
DETAILS OF BOARD MEETINGS
The Board meets at regular intervals to discuss and decide on Company /
business policy and strategy apart from other Board business. The Board / Committee
Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee
Meetings is circulated to the Directors in advance to facilitate them to plan their
schedule and to ensure meaningful participation in the meetings.
The notice of Board meeting is given well in advance to all the
Directors. Usually, meetings of the Board are held in Kolkata at the registered office of
the Company. The Agenda of the Board / Committee meetings is circulated at least a week
prior to the date of the meeting. The Agenda for the Board and Committee meetings includes
detailed notes on the items to be discussed at the meeting to enable the Directors to take
an informed decision.
The maximum interval between any two meetings did not exceed 120 days.
The Board met Nine times in financial year 2016-17. The details of such Board Meetings are
as follows:
Board Meeting on 30-05-2016
Approval of Annual Accounts for the Financial Year ended March 31,
2016
Approval of Directors Report for the Financial Year ended March 31,
2016
Board Meeting on 04-06-2016
Appointment of CS Ritika Vidyasaria
Establishment of Vigil Mechanism
Establishment of Sexual Harassment Committee
Code of Conduct for insider trading of Unpublished Price Sensitive
Information.
Board Meeting on 17-08-2016
Appointment of Scrutinizer
Board Meeting on 22-08-2016
Submission of CFO Mr. Deepak Agarwal
Notice For AGM
Board Meeting on 29-08-2016
Resignation of Mr. Anurag Fathepuria as the Secretarial Auditor
Appointment of Mr. Rohit Singhi as the Secretarial Auditor for FY -
2015-16
Board Meeting on 11-11-2016
Finalization of Half Yearly financial statement.
Board Meeting on 1-02-2017
Appointment of M/s. Rahul R. Choudhary & Associates, as the
internal auditor for the financial year 2016-17.
To authorise KMPs to determine materiality of events/ information,
under Regulation 30(5) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
To take note of the Quarterly Statement on Investor complaints /
Grievances Redressal Mechanism for the Quarter ended December 31, 2016, under Regulation
13(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Board Meeting on 15-02-2017
Authorizing RTA and CS to process share transfer within 15 days of
application.
Board Meeting on 9-03-2017
Appointment of Mr. Raghunath Mandal as the Secretarial Auditor for FY
2016-17
Directors' Responsibility Statement
Pursuant to the requirement clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013, your Directors confirm that:
(a) In the preparation of the annual accounts for financial year ended
March 31, 2017, 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; and
(e) 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.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There have been no material changes and commitments which can
affect the financial position of the Company occurred between the end of the financial
year of the Company and date of this report.
INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to the company's
policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial disclosures.
The company's Internal control systems are commensurate with the nature
of its business and the size and complexity of its operations
RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a
continuing basis. These are discussed at the meetings of the Board of Directors of the
Company.
PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURES
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 provide upon request. In terms of Section 136
of the Act, the reports 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 ensuing Annual General Meeting. If any
Member is interested in inspecting the same, such member may write to the company
secretary in advance.
DEPOSITS
The Company has not accepted any public deposits and as such, no amount
on account of principal or interest on public deposits was outstanding as on the date of
the balance sheet.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not given any loan, guarantee or has not made any
investment pursuant to section 186 of the Companies Act, 2013.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not yet constituted a Corporate Social Responsibility
(CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The Company
does not compulsorily require forming this committee and hence it has been not yet formed.
VIGIL MECHANISM
The Company has not yet established a vigil mechanism but it will
established soon for Directors and employees to report their genuine concerns, details of
which have been given in the Corporate Governance Report annexed to this Report.
ANNUAL EVALUATION BY THE BOARD
The evaluation framework for assessing the performance of Directors
comprises of the following key areas:
i. Attendance of Board Meetings and Board Committee Meetings ii.
Quality of contribution to Board deliberations iii. Strategic perspectives or inputs
regarding future growth of Company and its performance iv. Providing perspectives and
feedback going beyond information provided by the management v. Commitment to shareholder
and other stakeholder interests
The evaluation involves Self-Evaluation by the Board Member and
subsequently assessment by the Board of Directors. A member of the Board will not
participate in the discussion of his / her evaluation.
HOLDING AND SUBSIDIARIES
The Company is neither a holding Company nor a subsidiary Company so
far for the F.Y. 2016-17.
AUDITORS:
Statutory audit:
M/s. RSVA & Co., Chartered Accountants hold office till the
conclusion of ensuing AGM.
Further, M/s RSVA & Co., Chartered Accountants have furnished a
certificate to the effect that their reappointment, if made, would be within the
prescribed limits under Section 141(3)(g) of the Companies Act,2013 and that they are not
disqualified for reappointment. The report of the Statutory Auditors along with notes to
Schedules is enclosed to this report. The observations made in the Auditors' Report are
self-explanatory and therefore do not call for any further comments.
There are no qualifications, reservations or adverse remarks or
disclaimers made by M/s. RSVA & Co, Statutory Auditors, in their audit report.
The Statutory Auditors have not reported any incident of fraud to the
Audit Committee of the Company in the year under review.
Secretarial audit:
Pursuant to the Provisions of Section 204(1) of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014, the
Company appointed Mr. Raghunath Mandal, Company Secretary in Practice as Secretarial
Auditors of the Company for the financial year 2016-17. The Secretarial Audit Report is
appended as Annexure to this Report.
Cost audit:
In accordance with Companies (Cost Records and Audit) Rules, 2014, Cost
Audit is not applicable to the Company.
RELATED PARTY TRANSACTIONS
| Name of The Party |
Nature of Transaction |
Amount (Rs) |
| Well View Dealcom Pvt. Ltd |
Rent paid |
1,74,000.00 |
DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
(a) Conservation of energy
The particulars regarding foreign exchange earnings and outgo appear as
separate items in the notes to the Accounts. Since the Company does not own any
manufacturing facility, the other particulars relating to conservation of energy and
technology absorption stipulated in the Companies (Accounts) Rules, 2014 are not
applicable.
| (i) the steps taken or impact on conservation of energy |
Not Applicable |
| (ii) the steps taken by the Company for utilizing alternate
sources of energy |
Not Applicable |
| (iii) the capital investment on energy conservation
equipments |
Not Applicable |
(b) Technology absorption
| (i) the efforts made towards technology absorption |
Not Applicable |
| (ii) the benefits derived like product improvement, cost
reduction, product development or import substitution |
Not Applicable |
| (iii) in case of imported technology (imported during the
last three years reckoned from the beginning of the financial year)- |
Not Applicable |
| (a) the details of technology imported |
Not Applicable |
| (b) the year of import; |
Not Applicable |
| (c) whether the technology been fully absorbed |
Not Applicable |
| (d) if not fully absorbed, areas where absorption has not
taken place, and the reasons thereof |
Not Applicable |
| (iv) the expenditure incurred on Research and Development |
Not Applicable |
(c) Foreign exchange earnings and Outgo
During the year, the no foreign exchange transaction has been made.
Acknowledgement
Your Directors place on record their appreciation for employees at all
levels, who have contributed to the growth and performance of your Company.
Your Directors also thank the clients, vendors, bankers, shareholders
and advisers of the Company for their continued support.
Your Directors also thank the Central and State Governments, and other
statutory authorities for their continued support.
For and on behalf of the Board
P. B. Films Limited
Dinesh Kumar Agarwal
(Director)
DIN: 01255468
For and on behalf of the Board
P. B. Films Limited
Pankaj Agarwal
(Managing Director)
DIN: 00595868
|
|
| Date |
: 29/05/2017 |
| Place |
: Kolkata |
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