Corporate Information
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CORPORATE INFORMATION BOARD OF DIRECTORS Mr. Vashu Bhagnani - Managing Director Mrs. Puja Bhagnani - Non-Executive Director Mrs. Deepshikha Deshmukh - Non-Executive Director Mr. Vivek Bhole - Independent Director Mr. Karan Panjwani - Independent Director Mr. Ajay Tuli - Independent Director BANKERS Vijaya Bank AUDITORS M/s. Khandelwal & Khandelwal Associates Chartered Accountants CONTENTS A-302, Clifton, Raviraj Oberoi Complex, New Link Road, Andheri (W), Notice 2 Mumbai – 400 058 Director’s Report 4 Report on Corporate Governance 7 SHARE TRANSFER AGENTS CEO / CFO Certification 16 Sharex Dynamic (India) Private Limited Unit – 1, Luthra Ind. Premises, MD’s declaration on the Affirmation of Code of Conduct 17 M. Vasanji Marg, Andheri – Kurla Road, Safed Pool, Andheri (East), Certificate on Mumbai – 400 072 Corporate Governance 17 Management Discussion and REGISTERED OFFICE Analysis Report 18 Pooja House, 1st Floor, Auditor’s Report 20 CTS No. 892-893, Balance Sheet 25 Opp. J. W. Marriott Hotel, Profit & Loss Account 26 Juhu Tara Road, Juhu, Mumbai-400 049 Cash Flow Statement 27 Notes Forming Part of the Financial Statements 28 Attendance Slip & Proxy Form 42 ANNUAL REPORT 2011-12 1 NOTICE Notice is hereby given that the TWENTY FIFTH By order of the Board of Directors ANNUAL GENERAL MEETING of the members of POOJA ENTERTAINMENT AND FILMS LIMITED Vashu Bhagnani [Formerly Known as Deal (India) Limited] Managing Director will be held on Friday, 21st Day of September, 2012 REGISTERED OFFICE at 11.30 A.M. at Anchor Room No. II, 2nd Floor, Hotel Pooja House, 1st Floor, Sun & Sand, Juhu, Mumbai-400049 to transact the CTS No. 892-893, following business: Opp. J. W. Marriott Hotel, Juhu Tara Road, Juhu, ORDINARY BUSINESS: Mumbai-400 049 1. To receive, consider and adopt the Audited Place : Mumbai Balance Sheet as at 31st March 2012 and Profit Date : 14th August, 2012 and Loss Account for the year ended on that date together with the Reports of the Board of NOTES: Directors and Auditors thereon. 1. A MEMBER ENTITLED TO ATTEND AND VOTE IS 2. To appoint Director in place of Mr. Vivek Bhole, ENTITLED TO APPOINT A PROXY TO ATTEND AND who retires by rotation and being eligible, offer VOTE INSTEAD OF HIMSELF AND A PROXY NEED himself for re-appointment. NOT BE A MEMBER THE INSTRUMENT OF PROXY SHOULD, HOWEVER, BE DEPOSITED AT THE “RESOLVED THAT pursuant to section 255 and REGISTERED OFFICE OF THE COMPANY NOT LESS 256 of the Companies Act, 1956 and as per the THAN FORTY-EIGHT HOURS BEFORE THE provisions of the Articles of Association of the COMMENCEMENT OF THE MEETING. Company applicable, if any, the company be 2. Corporate Members intending to send their and is hereby authorized to re-appoint Mr. Vivek authorized representatives are requested to Bhole as the Independent Director of the send a duly certified copy of the Board Company liable to retire by rotation.” Resolution authorizing their representative to attend and vote at the Annual General Meeting. 3. To appoint Statutory Auditors to hold office from the conclusion of this Annual General 3. The register of Member and the share transfer Meeting until the conclusion of the next Annual books of the Company will remain closed from General Meeting and to authorize Board of Friday 14th September, 2012 to Friday, Directors to fix their remuneration: 21th September, 2012 (both days inclusive). “RESOLVED THAT M/s. Khandelwal & 4. The Company is registered with National Khandelwal Associates, Chartered Accountants, Securities Depository Ltd. (‘NSDL’) and Central be and are hereby appointed as Statutory Depository Services (India) Ltd. (CDSL) for dematerialization of its Equity Shares which Auditors of the Company, to hold office from has been allotted the ISIN INE147C01017. the conclusion of this Annual General Meeting until the conclusion of the next Annual General 5. The members are requested to: Meeting of the Company on such remuneration (a) Intimate to the Company’s Registrars and as will be fixed by the Board of Directors.” Share Transfer Agents, M/s. Sharex 2 POOJA ENTERTAINMENT AND FILMS LIMITED Dynamic (India) Private Limited (for shares 8. Members/ beneficial owners are requested to held in physical mode) and to their quote their full name as per Company’s Record, Depository Participants (DP) (for shares Folio No. / DP and Client ID Nos. as the case held in dematerialized form), the changes may be, in all correspondence with the if any, in the registered address, Bank Company. Account number, details etc. at an early 9. In case of Joint holders attending the meeting, date, quote ledger folio numbers/ DP only such Joint holder who is higher in the order Identity and Client Identity Numbers in all of names will be entitled to vote. their correspondences. 10. Members are advised to refer to the section (b) Bring the copy of the Annual Report and titled “Investor Information” provided in this the Attendance Slip duly filled in for Annual Report. attending the Annual General Meeting. 6. Members desirous of obtaining any information By order of the Board of Directors concerning the accounts and operations of the Company are requested to address their Vashu Bhagnani questions to the Company at the registered Managing Director office address so as to reach at least seven REGISTERED OFFICE days before the date of the meeting, to enable Pooja House, 1st Floor, the information required to be made available CTS No. 892-893, at the meeting, to the best extent possible. Opp. J. W. Marriott Hotel, 7. All documents referred to in the accompanying Juhu Tara Road, Juhu, notice are open for inspection to the registered Mumbai-400 049 office of the Company on all working days up Place : Mumbai to the date of Annual General Meeting. Date : 14th August, 2012 INFORMATION PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT: Brief details in respect of the Directors seeking re–appointment at the Annual General Meeting: Names of Directors Mr. Vivek Bhole Date of Birth 01.06.1971 Date of Appointment 04.04.2008 Qualifications Bachelor in Architects Expertise in functional area Architecture Other Directorship 1 Other Committee Memberships Nil Shareholding Nil ANNUAL REPORT 2011-12 3 DIRECTORS’ REPORT FINANCIAL RESULTS (` in lakhs) Particulars Year Year ended ended 31.03.2012 31.03.2011 Total Income 58.14 8.80 Total Expenditure 27.39 17.52 Dear Profit (Loss) Before Taxation 30.75 (8.72) Shareholders, Less: Provision for Taxation 12.71 0.11 Less: Prior Period Your directors have Adjustment Nil 0.78 Less: Tax Adjustments pleasure in presenting of Earlier Years Nil 3.34 Profit/(Loss) After the Twenty Fifth Taxation and Prior Period Adjustments 18.04 (12.95) Annual Report Surplus brought forward (6.61) 6.34 Amount available along with the for appropriation 11.43 (6.61) Balance carried to audited accounts Balance Sheet 11.43 (6.61) of the Company for RESULTS OF OPERATIONS During the year under review, the Company recorded the year ended a turnover of Rs. 58.14 Lacs, as compared to Rs. 8.80 Lacs recorded during the previous year. The Company recorded a net profit after tax of Rs.18.04 31st March, 2012 Lacs during the year as compared to loss of previous year for Rs. 12.95 Lacs. DIVIDEND In order to further strengthen the Company to expand its business activities and to conserve the financial resources, your Directors regret for their inability to recommend any dividend for the financial year 2011-2012. 4 POOJA ENTERTAINMENT AND FILMS LIMITED SEGMENT PERFORMANCE MANAGEMENT DISCUSSION & ANALYSIS At present Company is engaged in the business of The Management Discussion and Analysis Report for film production; therefore segment wise reporting the year under review, as stipulated under Clause as defined in accounting standard (AS-17) is not 49 of the Listing Agreement with Stock Exchanges applicable. in India, is presented in a separate section which forms part of the Report. During the new financial year 2012-13 Company has started production of 3 new Hindi feature films FIXED DEPOSITS titled as Ajab Gazabb Love, Rangrez and Your company has not accepted any fixed deposits Himmatwala. from public/shareholders during the year under LISTING review and as such, no amount of principal or interest was outstanding as of the balance sheet As on date all the 50,00,500 Equity Shares of the date. company are listed on the Bombay Stock Exchange Limited. But from May 2002 Company’s shares are DIRECTORS suspended for trading from Bombay Stock Exchange Limited (BSE) due to non compliances of certain Mr. Vivek Bhole retires by rotation in accordance clauses of Listing Agreement. However the process with the provisions of Articles of Association of the of revocation of suspension of trading from BSE is Company and being eligible, offers himself for going on and after the revocation of suspension of re–appointment. trading Company’s shares will continue to trade at AUDITORS the BSE. M/s. Khandelwal & Khandelwal Associates, The listing fees payable to the Bombay Stock Chartered Accountants Statutory Auditors of the Exchange Limited (BSE) for the year 2012-2013 have Company, hold office until the conclusion of the been paid. ensuing Annual General Meeting and are eligible for DEPOSITORY re-appointment. For dematerialization of shares, Company has The Company has received letter from them to the connectivity with both the Depositories i.e. National effect that their re-appointment, if made would be Securities Depository Ltd (NSDL) and Central within the prescribed limits under section 224(1B) Depository Services (India) Ltd. (CDSL). The Annual of the Companies Act, 1956 and that they are not Custodial Fees for both the depositories for the year disqualified for such re-appointment with in the 2012-13 has been paid.