Annual Report 2005-2006
Total Page:16
File Type:pdf, Size:1020Kb
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net PRODUCTIONS LTD. ANNUAL REPORT 2005-2006 www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net 11TH ANNUAL REPORT 2OO5-20O6 CONTENTS PAGE NO. K Sera Sera Productions Limited > Notice 1 > Directors' Report 5 > Corporate Governance Report 9 > CEO / CFO Certification 17 > Auditors' Report on Corporate Governance 18 > Management Discussion & Analysis 19 > Auditors' Report 22 > Balance Sheet 25 > Profit and Loss Account 26 > Cash Flow Statement 27 > Schedules forming part of the Accounts 28 > Statement pursuant to Section 212(1)(e) of The Companies Act, 1956 42 > Balance Sheet Abstract and Company's General Business Profile 43 > Statement pursuant to Section 217(2A) of The Companies Act, 1956 44 Twenty Twenty Television Company Limited - Subsidiary > Directors' Report 45 > Auditors' Report 48 > Balance Sheet 51 > Profit and Loss Account 52 > Cash Flow Statement 53 > Schedules forming part of the Accounts 54 > Balance Sheet Abstract and Company's General Business Profile 60 K Sera Sera Productions FZ-LLC - Subsidiary > Directors' Report 61 > Auditors' Report 62 > Balance Sheet 63 > Income Statement 63 > Statement of changes in Equity 63 > Cash Flow Statement 64 > Notes to the Financial Statements 65 Consolidated Statements > Auditors' Report on Consolidated Accounts 69 > Balance Sheet 70 > Profit and Loss Account 71 > Cash Flow Statement 72 > Schedules Forming Part of Consolidated Accounts 73 Attendance Slip & Proxy Form www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net K SERA SERA PRODUCTIONS LIMITED (As on 2nd September, 2006) BOARD OF DIRECTORS MR. ASHOK PAMANI Non-Executive Chairman MR. PARAG SANGHAVI Managing Director MR. RAMESH PAMANI Non-Executive Non-Independent Director MR. ASHOK GANGWANI Non-Executive Non-Independent Director MR. RAJ SITAL MOTWANI Non-Executive Independent Director MR. A. PARTHASARTHY NAIDU Non-Executive Independent Director DR. MITHILESH KUMAR SINHA Non-Executive Independent Director MR. PRAKASHKUMAR SHAH Non-Executive Independent Director MR. DINESH KUMAR DEORA Non-Executive Independent Director MR. PRAMOD SAWANT Non-Executive Independent Director MR. RAJESH SHAH Non-Executive Non-Independent Director COMPANY SECRETARY MS. AMRUTA PARANJAPE AUDITORS M/s. RSM & CO. Chartered Accountants INTERNAL AUDITORS M/s. TIWARI SINGH HEGDE & ASSOCIATES Chartered Accountants BANKERS STANDARD CHARTERED BANK LTD. KOTAK MAHINDRA BANK LTD. ORIENTAL BANK OF COMMERCE CANARA BANK HDFC BANK LTD. UTI BANK LTD. YES BANK LTD. CITIBANK N.A. REGISTRAR & SHARE TRANSFER BIGSHARE SERVICES PRIVATE LIMITED AGENTS E-2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai - 400 072. REGISTERED OFFICE VERSOVA SHREE DARSHAN CHS LIMITED, Ground Floor, Plot No. 15, R.D.R 2, Sardar Vallabhbhai Patel Nagar, Near Versova Telephone Exchange, Andheri (West), Mumbai - 400 053. www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net K SERA SERA PRODUCTIONS LIMITED NOTICE After clause 37, insertion of clause 37A which shall read as under: NOTICE is hereby given that the ELEVENTH ANNUAL GENERAL MEETING OF K SERA SERA PRODUCTIONS "37A. The Fully paid shares shall be free from all lien LIMITED will be held at The Club, Colonial Hall, Ground and that in the case of partly paid share the Company's Floor, 197, D.N.Nagar, Andheri (West), Mumbai - 400 053 lien shall be restricted to money's called or payable at on Friday, 29th September 2006 at 9.45 a.m to transact a fixed time in respect of such shares." the following business : After clause 53, insertion of clause 53 A which shall ORDINARY BUSINESS : read as under: 1. To receive, consider and adopt the audited Profit & Loss "53A. The Company shall use a common form of Account for the year ended 31st March 2006 and transfer." Audited Balance Sheet as at that date together with After clause 142, insertion of clause 142 A which shall the Reports of the Board of Directors and the Auditors read as under: thereon. "142A. There shall be no forfeiture of unclaimed 2. To declare dividend on the 38,40,524, 5% Cumulative dividends before the claim become barred by law" Redeemable Non Convertible Preference shares of Rs. 10/- each. RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby 3. To Appoint a Director in place of Mr. Ashok Pamani, authorized to take necessary steps for giving effect to who retires by rotation and being eligible offers himself this resolution." for re-appointment. 7. To consider and, if thought fit, to pass, with or 4. To Appoint a Director in place of Mr. Raj Sital Motwani, without modification(s), the following resolution as who retires by rotation and being eligible offers himself an ordinary resolution : for re-appointment. "RESOLVED THAT in supersession of the Ordinary 5. To consider and, if thought fit, to pass, with or Resolution passed at the Annual General Meeting of without modification(s), the following resolution as th an Ordinary Resolution : the Company held on 7 July, 2004 and pursuant to the provisions contained in section 293(1)(d) of the "RESOLVED THAT M/s. RSM & Co., Chartered Companies Act, 1956 and other applicable provisions, Accountants be and are hereby reappointed as the if any, of the Companies act, 1956, consent of the Statutory Auditors of the Company to hold office from Company be and is hereby accorded to the Board of the conclusion of this meeting until the conclusion of Directors (which term shall be deemed to include any the next Annual General Meeting of the Company, upon Committee thereof for the time being and from time to such remuneration in addition to the reimbursement of time, to which all or any of the powers hereby conferred traveling and other out of pocket expenses incurred on the Board by this resolution may be delegated by incidental to their functions, as may be agreed to the Board) to borrow from time to time any sum or sums between the Board of Directors of the Company and of money not exceeding Rs. 500 Crores ( Rupees Five the Auditors and that the Board of Directors of the Hundred Crores Only ) with or without security and on Company be and is hereby authorized to fix the such other terms and conditions as the Board of remuneration as aforesaid." Directors at its sole discretion may deem fit, notwithstanding that the moneys to be borrowed, SPECIAL BUSINESS: together with the moneys already borrowed by the Company (apart from Temporary Loans obtained or to 6. To consider and, if thought fit, to pass, with or be obtained from the Company's Bankers in the without modification(s), the following resolution as ordinary course of business) may exceed the aggregate a special resolution : of the Paid-up Capital of the Company and its Free Reserves, that is to say, Reserves not set apart for "RESOLVED THAT pursuant to Section 31 and other any specific purpose. applicable provisions, if any, of the Companies Act, 1956, the Articles of Association of the Company be RESOLVED FURTHERTHAT any Director or Company and are hereby altered by adding the following clauses. Secretary be and is hereby authorized to do and perform all such acts, deeds, matters or things as may After clause 19, insertion of clause 19A which shall be necessary, appropriate, expedient or desirable to read as under: give effect to this resolution." "19A. No option or right to call of shares shall be 8. To consider and, if thought fit, to pass, with or given to any person except with the sanction of the without modification(s), the following resolution as company in general meeting." an ordinary resolution : www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net K SERA SERA PRODUCTIONS LIMITED "RESOLVED THAT Mr. Dinesh Kumar Deora, who was NOTES appointed as an Additional Director of the Company nd by the Board of Directors in their meeting held on 2 1. A MEMBER ENTITLEDTO ATTEND AND VOTE ATTHE September, 2006 and who holds office up to the date MEETING IS ENTITLED TO APPOINT A PROXY TO of this Annual General Meeting and in respect of whom ATTEND AND VOTE INSTEAD OF HIMSELF AND THE a notice in writing under Section 257 of the Companies PROXY NEED NOT BE A MEMBER OFTHB COMPANY. Act, 1956 has been received from a member signifying THE PROXY, IN ORDER TO BE EFFECTIVE, MUST BE its intention to propose him as a candidate for the office DEPOSITED ATTHE REGISTERED OFFICE OF THE of Director of the Company, be and is hereby appointed COMPANY NOT LESSTHAN 48 HOURS BEFORETHE as a Director liable to retire by rotation." COMMENCEMENT OF THE MEETING. 9. To consider and, if thought fit, to pass, with or 2. The explanatory statement pursuant to Section 173(2) without modification(s), the following resolution as of the Companies Act, 1956 setting out the material facts an ordinary resolution : concerning the special business mentioned under item Nos. 6 to 10 of the Notice is annexed hereto. "RESOLVED THAT Mr. Rajesh Shah, who was appointed as an Additional Director of the Company 3. The Register of Members and the Shares Transfer Books nd by the Board of Directors in their meeting held on 2 of the Company will be closed from Tuesday, 26lh September, 2006 and who holds office up to the date September 2006 to Friday 29th September 2006 (both of this Annual General Meeting and in respect of whom days inclusive). a notice in writing under Section 257 of the Companies Act, 1956 has been received from a member signifying The members are requested to: its intention to propose him as a candidate for the office of Director of the Company, be and is hereby appointed (a) intimate to the Company's Registrars and Share as a Director liable to retire by rotation." Transfer Agents, M/s.