POOJA ENTERTAINMENT AND FILMS LIMITED CONTENTS Corporate Information 2 Notice 4 Director's Report 11 Corporate Governance 31 CEO / CFO Certification 45 Declaration - Code of Conduct 46 Certificate on Corporate Governance 47 Management Discussion and Analysis 48 Independent Auditors Report 52 Balance Sheet 56 Statement of Profit and Loss 57 Cash Flow Statement 58 Notes to Financial Statement 59 Attendance Slip 75 Proxy From 77 Ballot Paper 79 Important Communication to Members The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the companies and has issued circulars stating that services of notice / documents including Annual Report can be sent by email to its members. To support this green initiative of the Government in full measure, members who have not registered their email address, so far, are requested to register their email address, in respect of electronic holdings with the Depository through their concerned Depository Participants. Members who hold shares in physical form are requested to register the same with Company's Registrars and Transfer Agents, Sharex Dynamic (India) Private Limited by sending email to [email protected] ANNUAL REPORT 2014-15 | 1 CORPORATE INFORMATION BOARD OF DIRECTORS Executive Directors Mr. Vashu Bhagnani Managing Director Mrs. Puja Bhagnani Whole-Time Director Non-Executive Directors Mrs. Deepshikha Deshmukh Non-Executive Director Mr. Vivek Bhole Independent Director Mr. Manoj Nihalani Independent Director Mr. Kuki Abdul Khan Independent Director COMPANY SECRETARY & COMPLIANCE OFFICER Ms. Vaishali Rathod AUDIT COMMITTEE Mr. Vivek Bhole (Chairman) Mr. Kuki Abdul Khan Mr. Manoj Nihalani NOMINATION AND REMUNERATION COMMITTEE Mr. Kuki Abdul Khan (Chairman) Mr. Vivek Bhole Mr. Manoj Nihalani STAKEHOLDER RELATIONSHIP COMMITTEE Mr. Kuki Abdul Khan (Chairman) Mr. Vivek Bhole Mr. Manoj Nihalani BANKERS IDBI Bank Vijaya Bank Saraswat Bank SHARES LISTED AT BSE Limited (BSE) STATUTORY AUDITORS M/s Jayantilal Thakkar & Co. Chartered Accountants INTERNAL AUDITORS M/s. A. Dass & Co. Chartered Accountants REGISTERED OFFICE Pooja House, 1st Floor, CTS No.892-893, Opp. J.W. Marriott Hotel, Juhu Tara Road, Juhu, Mumbai-400 049. Website: www.thepoojagroup.com REGISTRAR & SHARE TRANSFER AGENTS Sharex Dynamic (India) Private Limited Unit-1, Luthra Ind. Premises, M.Vasanji Marg, Andheri – Kurla Road, Safeed Pool, Andheri (East), Mumbai-400 072 Website: www.sharexindia.com 2 | POOJA ENTERTAINMENT AND FILMS LIMITED POOJA ENTERTAINMENT AND FILMS LIMITED Pooja Entertainment and Films Limited are a leading Entertainment content house in India and an Integrated player in the Media and Entertainment Industry. In the month of March, 2014 Youngistan and in June, 2014 Humshakals movie was released and both were connected well with the audience. Since there was only one release in the financial year 2014-15 & Company is working hard to prepare its upcoming production slate and discussions are underway with talent as well as studio partners to finalize these projects in the coming years. Mr. Vashu Bhagnani Managing Director At Pooja Entertainment and Films Limited, we take a balanced and educated view of success and firmly believe that every project depends on hard work and dedication of entire team members and with this team spirit we continue to move on, and we always look ahead-to tomorrow, to future. ANNUAL REPORT 2014-15 | 3 NOTICE Notice is hereby given that Twenty Eighth Annual Twenty Seventh Annual General Meeting until the General Meeting of Pooja Entertainment and Films conclusion of the 32nd Annual General Meeting, be Limited will be held on Tuesday 29th day of September, and is hereby ratified. 2015 at 11.30 a.m. at Anchor Room No. II, 2nd Floor, Hotel Sun n Sand, Juhu, Mumbai – 400049, to transact RESOLVED FURTHER THAT the Board of Directors the following business: be and is hereby authorized to do all such acts, deeds, matters and things as may be considered Ordinary Business: necessary, desirable and expedient for giving effect to this resolution and / or otherwise 1) To consider and adopt the Audited Financial considered by them to be in the best interest of Statement of the Company for the financial year the Company including fixation of their ended 31st March, 2015 together with the Report of remuneration and reimbursement of out of pocket the Directors and Auditors thereon. expenses incurred in connection hereto.” By order of the Board of Directors 2) To appoint Director in place of Mrs. Puja Bhagnani (DIN: 00044593), who retires by rotation and, being eligible, offers himself for re- Vaishali Rathod Company Secretary & Compliance Officer appointment. 3) To consider and if thought fit to pass with or Place: Mumbai Date: 13th August, 2015 without modification(s) the following resolution as an Ordinary Resolution : “RESOLVED THAT pursuant to the provisions of Registered Office: Pooja House, 1st Floor, Section 139(1) and other applicable provisions, if CTS No. 892 – 893, any, of the Companies Act, 2013 (the “Act”) and Opp. J. W. Marriott Hotel, rules, circulars, notifications made/issued Juhu Tara Road, Juhu, Mumbai - 400049 thereunder, including any amendment, modification, variation or re-enactment thereof, the appointment of M/s Jayantilal Thakkar & Co., Chartered Accountants (Firm's Registration No. 104133W) as the Statutory Auditors of the Company, which has been approved at the Annual General Meeting held on 31st October, 2014, for a term of 5 years i.e. from the conclusion of the 4 | POOJA ENTERTAINMENT AND FILMS LIMITED Notes 1. A MEMBER ENTITLED TO ATTEND AND VOTE IS pursuant to Section 113 of the Companies Act, ENTITLED TO APPOINT A PROXY TO ATTEND AND 2013 are requested to send to the Company a VOTE INSTEAD OF HIMSELF AND A PROXY NEED certified copy of the relevant Board Resolution NOT BE A MEMBER OF THE COMPANY. THE together with their respective specimen INSTRUMENT OF PROXY SHOULD, HOWEVER, BE signatures authorizing their representative(s) to DEPOSITED AT THE REGISTERED OFFICE OF THE attend and vote on their behalf at the Meeting. COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING . 6. The Securities and Exchange Board of India has A person can act as a proxy on behalf of the mandated the submission of Permanent Account members not exceeding fifty (50) and holding in Number (PAN) by every participant in the aggregate not more than 10% of the total share securities market. Members holding shares in capital of the Company carrying voting rights. A electronic form are, therefore, requested to Member holding more than 10% of the total share submit the PAN to their Depository Participants capital carrying voting rights may appoint a single with whom they are maintaining their demat person as Proxy and such person cannot act as accounts. Members holding shares in physical form proxy for any other member. can submit their PAN details to the Company's Registrars & Transfer Agents, Sharex Dynamic 2. The Company is registered with National Securities (India) Private Limited. Depository Ltd. ('NSDL') and Central Depository Services (India) Limited ('CDSL'), for 7. Members who hold shares in physical form in dematerialization of its Equity Shares and multiple folios in identical names or joint holding Company's ISIN is INE147C01017. Sharex Dynamic in the same order of names are requested to send (India) Private Limited is the Registrar and Transfer the share certificates to the Company's Registrars Agents of the Company. & Transfer Agents, Sharex Dynamic (India) Private Limited, for consolidation into a single folio. 3. The Register of Members and the Share Transfer Books of the Company shall remain closed from 25th 8. Members are requested to: September, 2015 to 29th September, 2015 (both • Intimate immediately any change in their days inclusive) for the purpose of the Annual address or bank mandates to their General Meeting. Depository Participants with whom they are maintaining their demat accounts and holding 4. In case of joint holders attending the Meeting, only shares in physical form are requested to such joint holder whose name stands first, as per advise any change of address immediately to the the Company's records, shall alone be entitled to Company's Registrars & Transfer Agents, Sharex vote. Dynamic (India) Private Limited; 5. Corporate Members intending to send their • Communicate on all matters pertaining to their authorized representatives to attend the Meeting shareholdings with the Company's Registered ANNUAL REPORT 2014-15 | 5 Office, quoting their respective Ledger Folio of the same. For members who have not registered Numbers, Client ID and DP ID. their email address, physical copies of the Annual report is being sent in the permitted mode. 9. All documents referred to in the accompanying notice are open for inspection by the Members at 14. Members may also note that the Notice of the 28th the registered office of the Company on all Annual General Meeting and the Annual Report for working days, except Saturday between 11.00 2015 will also be available on the Company's a.m. to 1.00 p.m. upto the date of the Annual website www.thepoojagroup.com for their General Meeting or any adjournment thereof. download. The physical copies of the aforesaid documents will also be available at the Company's 10. Members desirous of obtaining any information Registered Office for inspection during normal concerning accounts and operations of the business hours on working days. For any Company