ANNUAL REPORT 2013-14 POOJA ENTERTAINMENT AND FILMS LIMITED POOJA ENTERTAINMENT AND FILMS LIMITED POOJA CONTENTS ENTERTAINMENT AND FILMS LIMITED Corporate Information 2 Notice 3 Films 17 Directors Report 19 Corporate Governance 24 Declaration - Code of Conduct 40 Certificate on Corporate Governance 41 CEO / CFO Certification 42 Management Discussion Analysis 43 Independent Auditors Report 48 Balance Sheet 53 Profit & Loss 54 Cash Flow Statement 55 Notes Forming Part of The Financial Statements 56 Attendance Slip 75 Proxy Form 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 2013-14 | 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. Deepika Trivedi SHARES LISTED AT BSE Limited (BSE) STATUTORY AUDITORS M/s Khandelwal & Khandelwal Associates Chartered Accountants INTERNAL AUDITORS M/s. Khandelwal Jain & Co. Chartered Accountant REGISTERED OFFICE Pooja House, 1st Floor, CTS No.892-893, Opp. J.W. Marriot 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 NOTICE POOJA ENTERTAINMENT AND FILMS LIMITED NOTICE is hereby given that the Twenty Seventh Qualification of Directors) Rules, 2014 Annual General Meeting (AGM) of the Members (including any statutory modification(s) or of Pooja Entertainment And Films Limited re-enactment thereof for the time being in [Formerly Known as Deal (India) Limited] will be force), read with Schedule IV to the Act and held on Friday, October 31, 2014 at 11.30 a.m. Clause 49 of the Listing Agreement, Mr. Manoj at Anchor Room No. II, 2nd Floor, Hotel Sun & Nihalani (DIN : 01987300), a non-executive Sand, Juhu , Mumbai - 400049 to transact the independent director of the Company, who has following business: submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for ORDINARY BUSINESS: appointment, be and is hereby appointed as an Item No. 1 – Adoption of Accounts Independent Director of the Company, to hold office for five consecutive years for a term up to To receive, consider and adopt the Audited the conclusion of the 32nd Annual General Balance Sheet as at March 31, 2014 and Profit Meeting of the Company” and Loss Account for the year ended on that date together with the Report of the Directors and Auditors thereon. Item No. 4 – Appointment of Mr. Kuki Abdul Khan as Independent Director Item No. 2 – Re-appointment of Mrs. Deepshikha To consider and if thought fit, to pass, with or Deshmukh without modification, as an ORDINARY RESOLUTION, the following: To appoint a Director in place of Mrs. Deepshikha Deshmukh, who retires by rotation and being “RESOLVED THAT pursuant to the provisions of eligible, offers herself for re-appointment. Sections 149, 150 and 152 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Companies (Appointment and SPECIAL BUSINESS: Qualification of Directors) Rules, 2014 Item No. 3 – Appointment of Mr. Manoj Naraindas (including any statutory modification(s) or Nihalani as Independent Director re-enactment thereof for the time being in force), read with Schedule IV to the Act and To consider and if thought fit, to pass, with or Clause 49 of the Listing Agreement, Mr. Kuki without modification, as an ORDINARY Abdul Khan (DIN : 06535028), a non-executive RESOLUTION, the following: independent director of the Company, who has “RESOLVED THAT pursuant to the provisions of submitted a declaration that he meets the Sections 149, 150 and 152 and other applicable criteria for independence as provided in Section provisions, if any, of the Companies Act, 2013 149(6) of the Act and who is eligible for (“Act”) and the Companies (Appointment and appointment, be and is hereby appointed as an ANNUAL REPORT 2013-14 | 3 Independent Director of the Company, to hold Sections 139-142 and other applicable office for five consecutive years for a term up to provisions, if any, of the Companies Act, 2013 the conclusion of the 32nd Annual General read with the underlying rules viz. Companies Meeting of the Company” (Audit and Auditors) Rules, 2014 as may be applicable, M/s. Khandelwal & Khandelwal Associates., Chartered Accountants, have Item No. 5 – Appointment of Mr. Vivek Jagannath resigned as the Statutory Auditors of the Bhole as Independent Director Company vide their letter dated August 14, To consider and if thought fit, to pass, with 2014. The Board has proposed that M/s. or without modification, as an ORDINARY Jayantilal Thakkar & Co, Chartered Accountants RESOLUTION, the following: to be appointed as the Statutory Auditors of the Company to fill up the casual vacancy caused “RESOLVED THAT pursuant to the provisions of due to resignation of M/s. Khandelwal & Sections 149, 150 and 152 and other applicable Khandelwal Associates., and their appointment provisions, if any, of the Companies Act, 2013 is subject to approval of members in the (“Act”) and the Companies (Appointment and ensuring Annual General Meeting of the Qualification of Directors) Rules, 2014 Company (including any statutory modification(s) or re- enactment thereof for the time being in force), read with Schedule IV to the Act and Clause 49 of Item No. 7 – To Create Security the Listing Agreement, Mr. Vivek Jagannath Bhole (DIN : 00274779), a non-executive To consider and if thought fit, to pass, with independent director of the Company, who has or without modification(s), the following submitted a declaration that he meets the resolution as a SPECIAL RESOLUTION: criteria for independence as provided in Section “RESOLVED THAT the consent of the members 149(6) of the Act and who is eligible for be and is hereby granted in terms of Section appointment, be and is hereby appointed as an 180(1)(a) and other applicable provisions, if any, Independent Director of the Company, to hold of the Companies Act, 2013 (including any office for five consecutive years for a term up to statutory modification(s) or re-enactment the conclusion of the 32nd Annual General thereof for the time being in force) to the Board Meeting of the Company” of Directors of the Company (hereinafter referred to as “the Board”, which term shall be deemed to include any Committee thereof) Item No. 6 – Appointment of Statutory Auditors for the creation of mortgage, pledge, To consider and, if thought fit, to pass, with or hypothecation or charge, in addition to the without modification, the following Resolution existing mortgages, pledges, hypothecations as an SPECIAL RESOLUTION: and charges created by the Company, in such form and manner and with such ranking and at “RESOLVED THAT pursuant to the provisions of 4 | POOJA ENTERTAINMENT AND FILMS LIMITED POOJA ENTERTAINMENT AND FILMS LIMITED such time and on such terms as the Board may necessary acts, deed and things in order to determine, on all or any of the moveable and/or comply with all the legal and procedural immovable properties/assets of the Company, formalities and to do all such acts, deeds or both present and future, and/or the whole or things incidental or expedient thereto and as any part of the undertaking or undertakings of the Board may think fit and suitable. the Company, to or in favour of the lenders or trustees for the holders of debentures/bonds and/or other instruments or otherwise, to Item No. 8 – Increasing Borrowing power secure borrowings by way of rupee term loans, To consider, and if thought fit, to pass, with working capital facilities, foreign currency or without modification(s), the following loans, external commercial borrowings, resolution as an Special Resolution: debentures, bonds and other instruments/ “RESOLVED THAT the consent of the members securities or otherwise, of the Company and/or be and is hereby granted in terms of Section its subsidiaries and/or its joint ventures and/ or 180(1)(c) and other applicable provisions, if any, the group companies, of an aggregate of the Companies Act, 2013 (including any outstanding borrowings not exceeding `. 500 statutory modification(s) or re-enactment Crs. (Rupees Five Hundred Crore only) and thereof, for the time being in force) to the Board interest, additional interest, liquidated of Directors of the Company (hereinafter damages, commitment charges, premium on referred to