Directors' Report Dear Shareholders, 1. Your Directors have pleasure to present the 24th Annual Report and the Audited Accounts for the financial year ended 31st March, 2015. 2. DIVIDEND The Board could not recommend dividend during the year under review in absence of profits. 3. TRANSFERS TO RESERVES AND RETENTION IN THE PROFIT AND LOSS ACCOUNT ETC: Due to inadequate profits, the Company has not transferred any amount to reserves. 4. FINANCE: Cash and cash equivalents as at 31st March, 2015 was Rs. 43,032 The company continues to focus on judicious management of its working capital , receivables, inventories and other working capital parameters and they were kept under strict check through continuous monitoring. 5. COMPANY'S WORKING DURING THE CURRENT YEAR 2014-2015 AND THE FUTURE PROSPECTS ALONG WITH REASONS WHILE COMPARING WITH PREVIOUS YEAR RESULTS During the year under review, the Company has reviewed all its business divisions and your company's performance is encouraging. Board of Directors assures you the same in the years to come. Your Company has reviewed all its business divisions and, to strengthen its stand in the market, the company has been concentrating in activities like multimedia training, and Digitalisation of the theaters and Film Production tie ups with experts in the market. 6. CHANGE IN NATURE OF BUSINESS: During the year the company has not changed its business. 7 . MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT: There are no material changes and commitments that have bearing on the financial position of the Company. 8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE: There are no significant and material orders by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in future. 9. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY: The Management continuously reviews the internal control systems and procedures for the efficient conduct of the company's business. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensure that all its assets are safeguard and protected against losses. The Internal Auditors of the company conducts the audit on regular basis and the Audit Committee periodically reviews internal audit reports and effectiveness of internal control systems. 10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES: The Company does not have any subsidiaries or Joint Venture or associate companies. 11. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT. Not Applicable 12 . DEPO SITS The company has not accepted deposits from the public covered under chapter Vof the Companies Act, 2013 and accordingly, the disclosure requirements stipulated under the said Chapter are not applicable. 13. AUDITORS AND OBSERVATIONS M/s P. Murali& co., Chartered Accountants, Independent Auditors of the Company were appointed in the last Annual General meeting for a period of three years till conclusion of Twenty sixth Annual General Meeting. The resolution relating to ratification of the appointment is placed before the members in the ensuing Annual general meeting. 14. SECRETARIALAUDIT REPORT Pursuant to provisions of section 204 of the Companies Act, 2013, the Company has appointed M/s.Puttaparthi Jagannatham and Co., Company secretaries, a firm of company secretaries to undertake the secretarial audit of the Company. The Secretarial Audit Report obtained is annexed within as Annexure-1. With reference to the observations made ,it is stated that because of the lower turnovers and profits, no company secretary and the woman Director have prefer to join the company and the company is however making use of PCS services and will appoint a women director and company secretary soon. The website is under construction and policies will be placed on the website soon. 15. EXTRACT OF ANNUAL RETURN: The extract of the Annual Return is attached as Annexure 2 16 . SHARE CAPITAL None of the following issues were taken up during the year and hence details thereof were not required to be furnished A) Issue of shares with differential rights B) Issue of sweat equity shares C) Issue of employee stock options D) Provision of money by company for purchase of its own shares by employees or trustees for the benefit of employees 17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: (A) Conservation of energy The Company is not engaged in manufacturing activities, and as such the particulars relating to conservation of energy is not applicable. The Company makes every effort to conserve energy as far as possible in its editing facilities, Production Floors, Office etc. (B) (i) Technology Absorption, adaptation and innovation:- The company is not engaged in manufacturing activities, and as such the particulars relating to Research, Development and technology absorption are not applicable. (ii) Research and Development (R & D): No research and Development has been carried out. (C) Foreign exchange earnings and outgo: Details of foreign exchange earnings and outgo are as follows a) Foreign Exchange Earnings : Nil b) Foreign Exchange Outgo : Nil 18. CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE As the Company does not come under the criteria prescribed for the class of Companies to constitute a CSR committee, the Company has not constituted CSR committee during the year. 19. DIRECTORS A) Changes in Directors and Key managerial personnel: During the year under review, Mr. Bijay Kumar Khemka, Mr.V. Srihari and Dr. D V N Raju were appointed as Independent Directors of the Company, for a period of 5 years in the Annual General Meeting held on 30th September 2014. During the period under review, Sri. V. Srihari, Director of the Company has resigned from the office as Director W.e.f. 29th Oct 2014. There is no other change in Directors and Key Managerial Persons. B ) Declaration by the independent Directors of the company that that they meet the criteria of independence as provided in Sec 149(6) of the companies act. All the independent Directors have given declarations that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Cl.49 of the Listing Agreement. C) Formal evaluation statement by the Board of its own performance, it's committees and individual Directors: Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has formulated a policy for evaluation of its Board . Board Committee, Director's and their performances and carried out an evaluation of them . The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 20. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS: The Directors met for4 times during the year. A calendar of meetings is prepared and circulated in advance to all the Directors. The dates on which the above Board meetings were held are as follows; 30th May 2014, 14th August 2014, 14th November 2014 and 14th February 2015. Meeting of Independent Director took place on 14.02.2015 21.AUDIT COMMITTEE: The Board of Directors of the Company constituted Audit Committee consisting of the following Directors, with the roles and responsibilities duly defined in accordance with the applicable statutory and other requirements. During the year, in all 4 meetings of the Committee took place. Name of the Member Designation Dr. D V N Raju Chairman Shri S. Srinivasa Rao Member Shri Bijay Kumar Khemka Member The Board has accepted all the recommendations of the Audit Committee. 22. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES: The Company at present has the vigil mechanism to deal with the instances of fraud and mismanagement if any. The company ensures that strict confidentiality is maintained while dealing with the concerns and also that no discrimination is meted out to any person for a genuinely raised concern. It is taken care of by the audit committee of the company. The Company has also formulated Whistle Blower Policy through which its Directors, Employees and Stake Holders can report their genuine concern about unethical behavior, actual or suspended fraud, or violation of the company's code of conduct or ethics Policy. 23. CODE OF CONDUCT: The Board of Directors have approved a code of conduct which is applicable to the members of the Board and all employees in the course of day to day business operations of the Company. The company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the board has laid down the directives to counter such acts. The code laid down by the Board is known as "Code of Business Conduct." which forms an appendix to the code. The code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board members and senior Management Personnel have confirmed compliance with the code. All management staff were given training in this regard. 24. NOMINATION AND REMUNERATION COMMITTEE: The Board of Directors of the Company has constituted a Nomination and Remuneration Committee consisting of the following Directors, with the role and responsibilities duly defined and in accordance with the applicable statutory and other requirements. 25. Name of the Member Designation Shri Bijay Kumar Khemka Chairman Dr. D V N Raju Member Shri S. Srinivasa Rao Member The Board has formulated a policy in consultation with the Nomination and Remuneration Committee for selection and appointment of Directors, Senior management and fixation of their remuneration keeping in view the requirements given in section 178 of the companies Act, 2013 and it also involves in the evaluation oF the Board and its remuneration policies. 26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, except the remuneration to managerial personnel, there is no related party transactions to be disclosed. 27. MANAGERIAL REMUNERATION: Details of the ratio of the remuneration of each Director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014. Remuneration to Directors: 2014-15 (a) Whole-Time Directors - Salary 11,40,000 - Perquisites 90,000 b) There is no information required pursuant to Section 197 readwith 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 asno employee of the Company is covered by these rules c) No Director is in receipt of any commission from the company and the Managing Director Whole-time Director of the Company have not received any remuneration or commission from any other Company subject to its disclosure by the Company in the Board's Report. 28. CORPORATE GOVERNANCE As per Clause 49 of the Listing Agreement, a Report on Corporate Governance, forming part of this Report, together with the Auditors' Certificate regarding the compliance of the conditions of Corporate Governance is annexed. 29. RISK MANAGEMENT AND INSURANCE Your Company continuously monitors business and operational risk through business process, re-engineering and reviewing areas such as production, finance, legal and other issues. An exhaustive exercise is underway to bring a model regulating risk management mechanism. Your Company's assets are adequately insured against the risk from fire and earthquake 30. DIRECTORS' RESPONSIBILITY STATEMENT: The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall 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; and (e) the Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (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. 31. PAYMENT OF LISTING FEE The company has paid Annual Listing Fees to the Bombay Stock Exchange and national Stock Exchange for the financial year 2015-2016. 32. DEPOSITORY SYSTEM As the Members are aware, your Company's shares are tradable compulsorily in electronic form and your Company has established connectivity with Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the Members are requested to avail the facility of Dematerialization of the Company's shares on NSDL & CDSL. The ISIN allotted to the Company's Equity shares is INE243B01016 The company is pursuing the share holders, including the promoters , holding the shares in physical form for dematerialization of their shares. 33. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186: There are no loans, guarantees or investments made under section 186 of the Companies Act, 2013 34. MANAGEMENT DISCUSSION & ANALYSIS REPORT The Management Discussion and Analysis Report as required under 49 of the listing agreement with stock exchange forms part of this report is annexed. 35. Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 The Company has in place an Anti Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy. No cases of such nature have been reported from any quarters.. 36. BOARD EVALUATION 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 & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 37. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. 38. STATUTORY DISCLOSURES In terms of the provisions of the Companies Act, 2013 and other applicable regulations read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. However, as per the provisions of the said Act read with Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company. ACKNOWLEDGEMENTS Your Directors place on record their appreciation of the continuous assistance and co-operation extended to your Company by the valued customers, bankers, Reserve Bank India, SEBI, Bombay Stock Exchange Limited & National Stock Exchange of India Limited and all other regulatory Authorities. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company. for and on behalf of the Board Sd/- (Bjay Kumar Khemka) Chairman Place : Hyderabad Date : 14th August, 2015 |