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Khyati Multimedia Entertainment Ltd.-இன் இயக்குநர் அறிக்கை
Mar 31, 2025
Your Directors are pleased to submit herewith their report together with the audited statement of accounts for the 31st financial year ended 31st March, 2025. The Financial performance during the year in brief was as under:
|
[Amount Rs.in Lacs] |
||
|
PARTICULARS |
2024-25 |
2023-24 |
|
Income from Operation |
186.68 |
96.29 |
|
Other Income |
0 |
00.004 |
|
Total Income |
186.68 |
96.294 |
|
Total Expenditure |
314.24 |
84.35 |
|
Profit/ (loss) before tax |
(127.56) |
11.93 |
|
Provision for depreciation |
0.20 |
0 |
|
Provision for Differ Tax |
(36.11) |
3.00 |
|
Net Profit / (Loss) after tax for the year |
(91.44) |
8.93 |
|
Earning per share (In Rupees) |
(0.85) |
0.08 |
OPERATIONAL OVERVIEW
During the year under review the Company has suffered a net loss of Rs. 91.44 Lacs (Previous year had earned very small amount of profit of Rs. 8.93 lacs). Total revenue income from operations of multimedia business activities during the year was Rs. 186.68 Lacs, (Previous year was Rs. 96.29). After deducting all administrative expenses and depreciation and necessary adjustments for taxation, etc. the company has suffered a net loss of Rs. 91.44 lacs (Previous year had Earned a net Profit of Rs. 8,93 Lacs).
DIVIDEND
Due to net loss incurred during the year under review, the directors have not recommended dividend for the financial year 2024-25.
BUSINESS ACTIVITY
Khyati Multimedia Entertainment Limited was involved in the area of high-quality Desktop Publishing, imaging, Corporate Presentations, advertisements, creative designing, graphic designing and multimedia software development and is also engaged in the business of letting out vehicle. In addition to the above the company had also done business of Sports Entertainment sponsoring and its marketing in digital media at state and district level.
There was no change in the nature of any of the business activity during the year and all business activities done were within the scope of the object clause of the Memorandum of Association.
The company does not have holding or subsidiary companies or any associate or group companies during the year and no other company has become holding / subsidiary/ joint venture/ group/ associate companies.
DEPOSIT
The Company has not accepted any public deposit during the year under review and no amount against the same was outstanding at the end of the year.
REGULATORY STATEMENT
In conformity with Regulations of SEBI (Listing Obligation and Disclosures Regulations),2015 the Cash Flow Statement for the year ended 31.03.2025 is annexed hereto. The equity shares of the Company are listed on the BSE Ltd. The Company has paid listing fees for the year 2025-26 to above stock exchange. The Company has also paid all the Penalties if any imposed by BSE Ltd for Non-Compliance/ Late compliance submission of any documents as per SEBI (LODR) 2015 read with SEBI (SOPLODR) Circular and no such fees/ penalty/ expenses are pending.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
As required under Section 134 (3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, particulars relating to conservation of Energy, R & D, Technology absorption and foreign Exchange earnings / outgo are separately provided in the Annexure to this report. Also, we would like to Highlight that Our Company is not Engaged in Manufacturing Activity so, the Section 134 (m) and disclosure of information relating to consumption of power, its saving, total cost, per unit of manufacturing cost etc are not applicable to the Our Company and hence not given.
DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT, 2013
During the year under review the Company has not made any inter corporate loans. However, it has made long term investments in Khyati Retail and Eatery Private Limited Company in which directors/ promoters of this company are also promoters but KMEL company does not hold any shares. Even after making such investment the Khyati Retail and Eatery Pvt Ltd is not becoming a Joint/ Associate or Group Company, hence details of consolidation of accounts of such investee company are not given. The Company has also not given any corporate guarantee to any other body corporate, subsidiary, associate, or any other company nor it has provided any securities to any bank, financial institution, NBFC or others for and on behalf of other body corporate. However, the company has borrowed and continue to borrow from its promoter Director or their related parties an interest free unsecured loans for dealing with the day-to-day fund requirement of the company.
REPORT ON CORPORATE GOVERNANCE:
The Board of Directors supports to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability, and integrity. The Report on corporate governance as stipulated according to the SEBI (LODR) Regulation, 2015 forms part of the Annual Report. The requisite certificate from the
Auditors of the Company confirming compliance with the conditions of corporate governance as required under SEBI (LODR), Regulation 2015 is attached to the Report on corporate governance.
DETAILS OF RELATED PARTIES TRANSACTIONS PURUSANT TO SECTION 188(1) OF THE COMPANIES ACT, 2013
The Company had entered into related parties'' transactions for sale/purchase of goods or services at arm''s Length Transaction. However, all the transactions in the nature of sales/purchase of goods or services are made on arms length basis except the salary paid to employees and director and key managerial person. However, a lease rent is being paid to Mrs. Jignaben K Patel as per the valid lease rental agreement which will be paid. The same were reported to the Board at every meeting and Board took a note of the same and approved. Other details for inter corporate financial transactions or remuneration and other benefits paid to directors, their relatives, key managerial personnel etc. FORM AOC-2 is been attached as Separate Annexure.
The Company has formulated various other policies like Risk Management Policy, Evaluation of Board Performance Policy, and CSR Policy etc. etc. All such policies were documented and adopted by the Board and also uploaded all the policies applicable at the website of the Company www.khyatimultimedia.com
Full details of Risk Management Policy are given in the Corporate Governance Report under the head Whistle Blower Policy.
APPLICABILITY OF CSR AND FORMATION OF CSR COMMITTEE:
As the Company is loss making one, the provisions related to CSR is presently not applicable to the Company. The Company has also not formed CSR Committee within the board or company as it is not required to make any contribution towards CSR Activities.
REVIEW OF PERFORMANCE OF EACH AND EVERY INDIVIDUAL DIRECTORS:
Regarding Performance Review of each of the member of the Board and also the performance of the various Committees and the Board as body and all KMP, the Company has adopted the Model Code of Conduct for Independent Directors, Key Managerial Personnel as prescribed in Schedule IV to the Companies Act, 2013 and also as prescribed in the SEBI (Insider Trading) Regulations. The Company strictly follows the procedure to obtain necessary timely declarations from each of the directors and key managerial personnel from time to time.
TRADING WINDOW CLOSURE, STRUCTURAL DIGITAL DATABASE, UPSI RULES, REGULATIONS:
The Company has also installed Structural Digital Database Software in the company and all vital information relating to UPSI are being captured and all the directors and KMP are intimated not to either divulge any of such UPSI to any outsider or any other person till the time it is made public Information. The company also follows the system of Trading Window Closure as per requirements of Regulation 3 of SEBI (Prohibition of Insider Trading) Regulations from time to time.
Details about the Board of Directors Meetings are attached to the Report on Corporate Governance. Mr. Prafulchandra Jagdishnarayan Agarwal, will be the Director retiring by rotation at this ensuing Annual General Meeting. However, being eligible offers himself for re-appointment at the ensuing Annual General Meeting.
Considering the upcoming retirement of Mr. Kamal Kant Rao due to expiry of two term of his directorship as independent director, the Board of directors had appointed Ms. Khyati Bhavya Shah as an Independent Director (Woman Director) w.e.f. 1st May 2025. In addition to the above, in order to explore more business of Sports Entertainment at School, Colleges level and at District and state level, and to promote such entertainment activities, the Board of Directors had Appointed Mr. Radheshyam Rampal Patel as Whole Time Director of the Company w.e.f. 1st May 2025 for a period of 3 years. As per requirements of SEBI (LODR) 2015, appointment of both these directors was approved by shareholders through Postal Ballot within 3 months of their initial appointment by the Board. The Company has given necessary information, intimation to stock exchanges in time in public domain.
At present the Company has 1 Director is from Promoter as Chairman and Managing Director (Executive). 1 Director from Promoter as Non-Executive Director. 2 Directors are Non-Promoter Executive Directors. The Comprises at present 4 Non-Promoter, Non-Executive Independent Directors. All independent directors are registered with the website www.independentdirectorsdatabank.in
All the directors at the year end were qualified and their DIN number were active and not deactivated by regulators. A Certificate of practicing company secretary obtained is Annexed to this Report separately. None of the Directors of the Company were penalized or imposed any financial or other penalties by the regulators individually during the year under review.
DECLARATION BY INDEPENDENT DIRECTORS:
(Pursuant to Provisions of section 149(6) OF the Companies Act 2013)
The Company has received necessary declarations from each Independent Director of the Company confirming that he/she meets with the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of section 134 Clause (C) of Sub-Section (3) of the Companies Act, 2013, in relation to financial statements for the year 2024-25, the Board of Directors state:
a) In the preparation of the annual accounts for the financial year ended 31st March 2025, as far as possible and to the extent, if any, accounting standards mentioned by the auditors in their report as not complied with, all other applicable accounting standards have been followed along with proper explanation relating to material departure;
b) The Directors have 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 profit and loss account of the Company for that period;
c) The Directors have 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 have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY BOARD AS PER REQUIREMENT OF SECTION 178 (1)
In compliance with Section 178 (1) as also in compliance with Regulation of SEBI (LODR),2015, the Board of
Directors do hereby declare that:
a. The Company has proper constitution of the Board of Directors including independent directors in proportion as per requirement of SEBI (LODR),2015.
b. The Company has constituted Nomination and Remuneration Committee, Stakeholders Relationship Committee, Audit Committee as per requirements of the SEBI (LODR),2015 and provisions of the Companies Act 2013.
c. The Company has the policy for selection and appointment of independent directors who are persons of reputation in the society, have adequate educational qualification, sufficient business experience and have integrity and loyalty towards their duties.
d. The Company is not paying managerial remuneration to its Managing/Whole Time Directors based upon their qualification, experience and past remuneration received by them from their previous employers considering the company''s current financial position.
e. The Independent Directors are paid sitting fee for attending Board and other committee meetings as decided by the Board from time to time. This sitting fee is decided considering the financial position of the company.
f. The Company is not paying any commission on net profits to any directors.
g. During the year the Board has met 5 times during the year. The details of presence of every director at each meeting of the Board including the meetings of the Committees, if any, are given in the reports of the Corporate Governance.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The details in respect of internal financial control and their adequacy are included in Management Discussion and
Analysis Report, which forms part of this report.
SYSTEM OF PERFORMANCE EVALUATION OF THE BOARD, INDEPENDENT DIRECTORS AND COMMITTEES AND
INDIVIDUAL DIRECTORS
1. The Board makes evaluation of the effectiveness and efficiency of every individual director, committee of directors, independent directors and board as a whole.
2. For these purposes the Board makes evaluation twice in a year on a half yearly basis.
3. The performance of individual directors is evaluated by the entire Board, excluding the Director being evaluated on the basis of presence of every director at a meeting, effective participation in discussion of each of the business of agenda for the meetings, feedback receives from every director on draft of the minutes and follow up for action taken reports from first line management.
4. Effectiveness and performance of various committees are evaluated on the basis of the scope of work assign to each of the committees the action taken by the committees are reviewed and evaluated on the basis of minutes and agenda papers for each of the committee meetings.
5. The performance of independent directors is evaluated on the basis of their participation at the meetings and post meeting follow up and communication from each of such independent directors.
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
The policy of the Company on Director''s appointment and remuneration, including criteria for determining qualifications, independence and other matters as provided under subsection (3) of Section 178 of the Companies Act, 2013 is available on the Company''s website at www.khyatimultimedia.com
PARTICULARS OF THE EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure - II. Further, particulars of employees'' remuneration, as required under section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable since there was no employee of the Company including Executive Directors who was in receipt of remuneration in excess of the limits set out in the said rules.
CORPORATE GOVERNANCE REPORT
The Company is committed to observe good corporate governance practices. The report on Corporate Governance for the financial year ended March 31, 2025, as per regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is herewith as Annexure and forms part of this Report.
IND AS
Your company has adopted IND AS w.e.f. 1st April 2017 pursuant to Notification of the Ministry of Corporate Affairs dated 16th February 2015 in place of Accounting Standards.
AUDITORS
STATUTORY AUDITORS
M/s. MAAK & Associates Chartered Accountant are completing their 1st term of 5 years tenure at the ensuing Annual General Meeting. Their firm''s Peer review Certificate is also renewed by ICAI. They are eligible for appointment for 2nd term of another 5 years as per Companies (Audit and Auditors) Rules,2014. They have also given their consent vide their letter dated 31/07/2025 for their re-appointment as statutory auditors of the company. The Board of directors recommend their reappointment for 2nd term of another 5 years w.e.f. 01/04/2025 to 31/03/2030 and to hold the office as such from 31st Annual General Meeting to the date of conclusion of 36th Annual General Meeting for the year 31/03/2030. A Suitable resolution is required to be passed at the ensuing Annual General Meeting. Your directors recommend to pass the same with requisite majority.
COST AUDITORS
As the Company is not engaged in any manufacturing activities and its turnover for any single products is not more than 35 crores and total turnover of the company for such eligible notified excisable goods does not exceed Rs. 100 crores during the year under review. Hence, the rules, regulations for conducting COST AUDIT is not applicable to your company and no cost auditor is as such appointed for the purpose.
SECREATARIAL AUDITOR
As per requirements of Section 204 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, read with Rule 24A of the SEBI (LODR 2015 and SEBI Circular for appointment of Secretarial Auditors, the Board of Directors now proposes to appoint M/s. KAMLESH M. SHAH & CO., a firm of Practicing Secretaries, who are also peer reviewed by ICSI, as the secretarial auditor of the company for the next 5 (Five) financial years from 01/04/2025 to 31/03/2030. A Suitable resolution is proposed to be passed at the ensuing Annual General Meeting. Your directors recommend to pass the same and authorize directors to fix their remuneration.
M/s. Kamlesh M Shah & Co., Practicing Company Secretaries were the Secretarial Auditors of the Company for the financial year 2024-25. They have given their report in the prescribed form MR-3 which is annexed to this report as an ANNEXURE.
All observations if any of the Secretarial auditors are dealt with in their report itself suitably as explanatory observations.
EXPLANATION TO THE AUDITORS'' REMARKS
The Directors submit their explanations to the various observations made by the statutory financial auditors in their report for the year ended 31/03/2025 as under:
Audit Qualification (each audit qualification separately):
Advance against Land (Unsecured, considered good) amounting to Rs 2,08,75,000 has been paid to certain parties as advance against kind over the years but the land registration has not yet been completed. We have also not been provided with the registered agreements or party confirmations for the said advances
The Company is primarily engaged in the business of advertising, as outlined in its Memorandum of Association (MoA). During the year, the Company organized a Polo Championship event, structured in a league-based format similar to prominent commercial sporting leagues. While the related income has been duly accounted for in the books of account, we have been informed that the Company has not amended its MoA to specifically to include such event management or sports-related activities. In the absence of the necessary approvals or amendments to the charter documents, we are unable to comment on the compliance of these activities with the Company''s stated objects
The revenue recognized from the aforementioned event lacks alignment with the requirements of Ind AS 115 - Revenue from Contracts with Customers, particularly in relation to the identification of enforceable rights and obligations, timing of performance obligations, and allocation of transaction prices. Furthermore, we were not provided with sufficient appropriate audit evidence in the form of agreements or contracts with sponsors, franchisees, broadcasters, or other key stakeholders. Consequently, we are unable to ascertain whether the revenue has been recognized accurately and in the correct reporting period.
1. Type of Audit Qualification:
Qualified Opinion / Disclaimer of Opinion / Adverse Opinion
a. Frequency of qualification:
Observation 1 appeared repetitive.
Observation No.2 and 3 appeared for the First Time.
b. For Audit Qualification(s) where the impact is quantified by the auditor, Management''s Views:
(1) Qualification No.1 The Audit qualification is self-explanatory and quantified and has no financial impact on profitability/ loss of the Company
(2) The Company had done business of POLO Championship Event. This is a Sports Entertainment business covered by Main Object clause no. 1 and 4 of the Memorandum of Association (MOA). The doing of sports entertainment business through Franchisee model-based event management is a MODE of doing business of sports entertainment in a broader seance. and is not the business outside the scope of Object Clause of MOA.
(3) Qualification No.3 is based on Opinion of the Auditors. In absence of any written
Franchisee agreement for POLO Championship Event, the rights and obligations are not yet identified and defined between the parties and the Company. In the circumstances, the revenue is recognized on the basis of cash receipt and expenses. As this Is the First such event for the company and there is no assurance of such event to occur every year, the terms with the parties of franchisee are yet not finalized and reduced to writing.
MANAGEMENT VIEWS:
The Company is pursuing the matter with the party to whom advances were given for its recovery. It is also sending reminders time and again for repayment thereof. If the company could not recover this amount, the Loans and Advances given shall become doubtful of recovery and will have to be written off/ adjusted. If it is written off/ adjusted the financial loss for the Company will increase to the extent of amount written off and the debit balance of profit and loss account will stand increased in the Balance sheet accordingly.
c. For Audit Qualification(s) where the impact is not quantified by the auditor:
(i) Management''s estimation on the impact of audit qualification:
As audit Qualification is self-explanatory and quantified by the auditors Item No.1 observation. For Item No. 2 it is an opinion of the Auditors based on their personal interpretation of Object clause of
MOA. For Item No. 3, the Audit qualification by auditors is not quantified in absence of any written terms and conditions between parties to the event.
(ii) If management is unable to estimate the impact, reasons for the same:
As per reply in para 1(b) above.
(III) Auditors'' Comments on (i) or (ii) above:
Auditors'' comments are self-explanatory and quantified and reported in their Audit report.
EXTRACT OF ANNUAL RETURN
The Annual Return of the Company as on 31st March, 2025 is available on the website of the Company at http://www.khyatimultimedia.com/
MATERIAL CHANGES / INFORMATION:
1. Except for the appointment of 2 directors namely Mr. Radheshyam Rampal Patel as Non-Promoter, Executive Whole Time Director w.e.f. 01/05/2025 for a period of 3 years and Appointment of Ms. Khyati Bhavya Shah as Non-Promoter, Non-Executive, Independent Directors for a period of 5 years w.e.f. 01/05/2025 made by the Board of Directors and subsequently confirmed by shareholders through postal ballot, No other material changes have taken place after the closure of the financial year up to the date of this report which may have substantial effect on the business and financial of the Company. However, net worth of the company has been completely eroded.
2. Except the Financial penalties if any imposed by the stock exchange as mentioned in Annual Secretarial Compliance Report under regulation 24A submitted to BSE Ltd on its website (available for public information and inspection freely) No other significant and material orders have been passed by any of the regulators or courts or tribunals impacting the going concern status and companies'' operations in future as all the financial penalties paid by the company through borrowings from Directors/ Promoters as interest free loans.
APPRECIATION
Your directors place on records their sincere appreciation for the valuable support and co-operation as received from government authorities, Financial Institutions and Banks during the year. The Directors are also thankful for the support extended by Customers, Suppliers and contribution made by the employees at all level. The Directors would also like to acknowledge continued patronage extended by Company''s shareholders in its entire endeavor.
GENERAL
Your directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:
⢠Details relating to deposits covered under Chapter V of the Act.
⢠Issue of equity shares with differential rights as to dividend, voting or otherwise.
⢠Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees'' Stock Options Schemes referred to in this Report.
⢠Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
⢠No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
⢠No fraud has been reported by the Auditors to the Audit Committee or the Board.
⢠There has been no change in the nature of business of the Company.
⢠There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year 202324.
⢠There was no instance of onetime settlement with any Bank or Financial Institution during the Financial Year 2023-24.
Mar 31, 2014
Dear members,
The Directors are pleased to submit herewith their report together
with the audited statement of accounts for the 20th financial year
ended 31st March, 2014.
[Amount in Rs.]
PARTICULARS 2013-14 2012-13
Income from Operation 180,000 180,000
Total Income 547,339 180,436
Total Expenditure 703,822 3,548,619
Profit/ (loss) before tax and dep. 156,483 3,368,183
Provision for depreciation 155,784 155,784
Provision for Differ Tax 2,517 11,487
Net Profit / (Loss) after tax for (1,59,000) (3,379,670)
the year
Add : Balance B/F from previous (122,673,474) (119,293,804)
year
Balance carried to next year 122,832,475 122,673,474
Earnings Per Share. 0.01 0.31
DIVIDEND:
Due to the business needs of funds in future the directors do not
recommend payment of any dividend for the financial year.
UNPAID / UNCLAIMED DIVIDEND:
The Company does not have any outstanding unpaid/unclaimed dividend
which is required to be transferred to the Investors Education and
Protection funds as per the provision of Section 205C of the Companies
Act 1956.The Company does not have any outstanding liability on account
of Interest and Principal on Deposits, Debentures or Share Application
Money.
SHARE CAPITAL STRUCTURE:
During the year under review there were no changes in the Authorized,
Issued, Subscribed and Paid up Share Capital Structure of the Company.
BUY BACK OF EQUITY SHARES:
The Company had not made any Buy Back of its paid up equity shares
during the year in terms of section 77A, 77AA and 77B of the Companies
Act 1956. Hence no specific disclosure is required to be made in this
report
YEAR UNDER REVIEW:
During the year under review the Company has earned total income of Rs.
547,339 /- (Previous Year of Rs. 180,436) from business. After
deducting all administrative expenses and depreciation and necessary
adjustments for taxation, etc. the company has incurred a net loss of
Rs. (1,59,000) /- (Previous of Rs (3,379,670)/-).
DEMATERIALISATION OF SECURITIES:
Your Company''s Equity shares are admitted in the System of
Dematerialization by both the Depositories namely NSDL and CDSL. The
Company has signed tripartite Agreement through Registrar and Share
Transfer Agent M/s. Sharepro Service (India) Private Limited. The
Investors are advised to take advantage of timely dematerialization of
their securities. The ISIN allotted to your Company is
INE593B01030.Total Share dematerialized up to 31st March 2014 were
8666308which constitute 80.24% of total capital. Your Directors request
all the shareholders to dematerialize their shareholding in the company
as early as possible.
COMPLIANCE TO CODE OF CORPORATE GOVERNANCE:
The Complete Report on Corporate Governance is given as ANNEXURE-A to
this report.
MANAGEMENT''S DISCUSSION AND ANALYSIS
Management''s discussion and perceptions on existing business, future
out look of the industry, future expansion and diversification plans of
the Company and future course of action for the development of the
Company are fully explained in a separate para in Corporate Governance
Report.
DEPOSITS
During the year under review your company has neither invited nor
accepted any public deposit as defined under Section 58A of the
Companies Act-1956.
DIRECTORS
Mr. Arvindkumar Prajapati Shall retire by rotation at the ensuing
Annual General Meeting as per provisions of Law. He is eligible for
reappointment and have offered himself for directorship of the company.
Your directors recommend for their reappointment.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provision contained in Section 134(5) of the Companies
Act 2013 (Corresponding Section 217(2AA) of the Companies Act, 1956),
the Directors of your Company confirm:
A. That in the preparation of the annual accounts, as far as possible
and except the Accounting Standards which are mentioned by the Auditors
in their Report and the Notes to the Accounts separately, the
applicable accounting standards has been followed and no material
departure has been made from the same;
B. That they have 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 affair of
the Company at the end of the financial year and of the profit or loss
of the Company for that period;
C. That they have 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 for preventing and
detecting fraud and other irregularities;
D. That they have prepared the annual accounts on a going concern
basis.
E. The Directors, in the case of Listed Company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operative
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.
DECLARATION AS TO INDEPENDENT DIRECTORS: (Pursuant to Provisions of
section 149(6) OF the Companies Act 2013).
All the Independent Directors of the Company do hereby declare that:
(1) All the Independent Directors of the Company are neither Managing
Director, nor a Whole Time Director nor a Manager or a Nominee
Director.
(2) All the Independent Directors in the opinion of the Board, are
persons of integrity and possesses relevant expertise and experience.
(3) Who are or were not a Promoter of the Company or its Holding or
subsidiary or associate company.
(4) Who are or were not related to promoters or directors in the
company, its holding, subsidiary or associate company.
(5) Who has or had no pecuniary relationship with the company, its
holding, subsidiary or associate company or their promoters or
directors, during the two immediately preceding financial years or
during the current financial year.
(6) None of whose relatives has or had pecuniary relationship or
transaction with the company, its holding, subsidiary, or associate
company, or their promoters, or directors, amounting to two per cent or
more of its gross turnover or total income or fifty lakhs rupees or
such higher amount as may be prescribed, whichever is lower, during the
two immediately preceding financial years or during the current
financial year,
(7) Who neither himself, nor any of his relatives,
(a) Holds or has held the position of a key managerial personnel or is
or has been employee of the company or its holding, subsidiary or
associate company in any of three financial years immediately preceding
the financial year in which ihe is proposed to be appointed.
(b) Is or has been an employee or proprietor or a partner, in any of
the three financial years immediately preceding the financial years in
which he is proposed to be appointed of
(i) A firm of auditors or company secretaries in practice or cost
auditors of the company or its holding, subsidiary or associate
company; OR
(ii) Any legal or a consulting firm that has or had any transaction
with the company, its holding, subsidiary or associate company
amounting to ten per cent, or more of the gross turnover of such firm;
(iii) Holds together with his relatives two per cent, or more of the
total voting power of the company; OR
(iv) Is a Chief Executive or director, by whatever name called, or any
non-profit organization that receives twenty five per cent or more of
its receipts from the Company, any of its promoters, directors or its
holding, subsidiary or associate company or that holds two per cent or
more of the total voting power of the company; OR
(v) Who possesses such other qualifications as may be prescribed.
STATUTORY AUDITORS
M/s Djnv & Co., Present Statutory Auditors of the company have given
their letter of consent and confirmation under section 141(1) the
Companies Act 2013 for reappointment as Statutory Auditors of the
Company. The Board has now proposed to appoint the Statutory Auditors
for a period of 3 years as per requirements of section 139 (1) of the
Companies Act 2013 read with Companies (Audit and Auditors) Rules 2014.
Necessary Resolution for their appointment as the Statutory Auditors
and fixing their remuneration is proposed to be passed at the Annual
General Meeting.
INTERNAL AUDITORS
In order to make proper compliance with the provisions of Corporate
Governance the Company had appointed M/s. Khandhar & Co., Chartered
Accountants as Internal Auditors. They are regularly submitting their
reports to the AUDIT COMMITTEE of the Company. They have agreed to be
reappointed as the Internal Auditors for the next term.
AUDITORS OBSERVATION
Auditor observed that the Company has not deposited the Provident fund
amounting to Rs 200750/- in the respective account for which it was
clarified that the matter is under dispute under Provident fund
Appellate Tribunal New Delhi, Which has remanded the case to APFC,
Ahmedabad after the final satisfaction of the dispute it will be
deposited. The CIT (Appeals) has charged penalty under Section
271(1)(c) for Asst. Year 2006-2007 of Rs 8,57,298/- There are no other
observations made by the Auditors in their report. However notes to the
Accounts itself are clear and self explanatory in the nature.
FORMATION OF AUDIT COMMITTEE IN COMPLIANCE TO SECTION 292 A OF THE
COMPANIES ACT, 1956 AND CLAUSE 49 OF THE LISTING AGREEMENT ON CORPORATE
GOVERNANCE:
In Compliance with the provisions of Section 292A of the Companies Act
1956 your company has formed an Audit Committee within the Organization
consisting of 2 independent directors and one promoter director. An
Internal Auditors have been appointed as Advisors in their professional
capacity on this committee. The area of operations and functional
responsibilities assigned to the committee are as per the guidelines
provided in Clause 49 of the Listing Agreement for implementation of
code of corporate governance. The Committee meets at least once in a
quarter and gives its report of each meeting to the Board for its
approval, record and information purposes. The detail of powers,
responsibilities and system of functioning of this committee is given
in report on Corporate Governance forming part of this report.
EMPLOYEES
There are no employees of the company who were in receipt of the
remuneration of Rs.24,00,000/- annually in the Aggregate if employed
for the year and in receipt of the Monthly remuneration of Rs.
2,00,000/- in the aggregate if employed for a part of the year under
review. Hence the information required under Section 217 (2A) of the
Companies Act, 1956 being not applicable and hence not given in this
report.
STATUTORY INFORMATION
The Information required to be disclosed in the report of the Board of
Directors as per the provisions of Section 217 (1) (e) of the Companies
Act-1956 and the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules 1988 regarding the conservation of energy,
technology absorption, foreign exchange earnings and outgo are not
applicable to the company hence are not given herewith. There were no
foreign Exchange earnings or outgo during the year.
MATERIAL CHANGES
Except the information given in this report, no material changes have
taken place after completion of the financial year up to the date of
this report which may have substantial effect on business and finances
of the company.
APPRECIATION
Your Directors take this opportunity to acknowledge the trust reposed
in your company by its Shareholders, Bankers and clients. Your
Directors also keenly appreciate the dedication & commitment of all our
employees, without which the continuing progress of the company would
not have been possible.
ON BEHALF OF THE BOARD OF DIRECTORS
Sd/-
KHYATI MULTIMEDIA ENETRTAINMENT LIMITED
(KARTIK J. PATEL)
CHAIRMAN AND MANAGING DIRECTOR
PLACE: AHMEDABAD
DATE : 30th May, 2014
Mar 31, 2013
To, The Members Of KHYATI MULTIMEDIA ENTERTAINMENT LIMITED
Dear Shareholders,
The Directors have pleasure in presenting herewith the 19th Audited
Annual report of your Company for the financial year ended on 31st
March 2013.
FINANCIAL HIGHLIGHTS:
During the year under review the financial performance of the Company
is as under:
(Amount in Rupees)
Particulars. For the Year For the Year
Ended on Ended on
31/03/2013 31/03/2012
Gross Income 180,000 337,248
Total Expenses 3,548,619 858,443
Provision for Depreciation 155,784 155,781
Profit Before Tax 3,368,183 5,211,95
Adjustment of
tax Of Earlier years 31 335979
Net Profit / (Loss) for the Year 3,379,670 8,79,148
Deferred Tax Assets 11,456 21,974
(Previous year liabilities)
Previous year Balance B/f. 119,293,804 118,414,656
Total Loss Transferred
to Balance Sheet. 87,713,475 84,333,804
DIVIDEND
As your company has incurred a net loss during the year under review
and due to making provision for deferred tax liability the accumulated
losses does not permit your directors to declare any amount as dividend
to be paid.
UNPAID/UNCLAIMED DIVIDEND
The Company does not have any outstanding unpaid/unclaimed dividend
which is required to be transferred to the Investors Education and
Protection funds as per the provision of Section 205C of the Companies
Act, 1956. The Company does not have any outstanding liability on
account of Interest and Principal on Deposits, Debentures or Share
Application Money.
SHARE CAPITAL STRUCTURE
There was no change in Authorized Capital, Issued Capital, Subscribed
and Paid?up Capital of the Company during the year.
BUY BACK OF EQUITY SHARES
The Company had not made any Buy Back of its paid up equity shares
during the year in terms of section 77A, 77AA and 77B of the Companies
Act 1956. Hence no specific disclosure is required to be made in this
report.
YEAR UNDER REVIEW
However it has earned a Total income of Rs.180,436 (Previous year it
was Rs 337,248/?). After all Administrative Expenditure and
Depreciation of Rs 3,548,619 (Previous year Rs. 858,443/?) the company
has suffered a gross operational loss of Rs. 3,368,183 /? (Previous
year gross loss of Rs. 521,195?). After making necessary adjustments
for Deffered Tax, Fring Benefit Your Company had a Net loss for the
year transferred to balance sheet is Rs.3,379,670 /? (Previous year
loss of Rs. 879,148/?).
SETTLEMENT/ LIQUIDATION OF FINANCIAL LIABILITIES
The company has reached the stage of loss of pick net worth by more
than 50%. It is a sick company as per audited balance sheet for the
current year. The company has sold its entire real estate i.e. fixed
assets, with the consent of its bankers, financial institutions in
order to liquidate their dues which are cleared with their consent
during the year. The company has Accumulated losses at the end of the
financial year, however the Company do not have any statutory
liabilities and banking liabilities to secured creditors hence Company
is not able to approach BIFR.
FUTURE BUSINESS PLANS
During the year Company is planning to find Business Opportunities to
enable it to carry on the business of real estate developers. For the
purpose company has acquired, land blocks in the city of Ahmedabad for
development of multiplex theatre and shopping complex.
DEMATERIALISATION OF SECURITIES
Your Company''s equity shares are already admitted in the System of
Dematerialization by both the Depositories namely NSDL and CDSL. The
Company has already signed tripartite Agreement through Registrar and
Share Transfer Agent M/s. Sharepro Services. The Investors are advised
to take advantage of timely dematerialization of their securities. The
ISIN allotted to your Company is INE 593B01014. The total shares
dematerialised upto 31/03/2013 are 8,666,558. The share holders who
have not demated are requested to demat their shares immediately.
COMPLIANCE TO CODE OF CORPORATE GOVERNANCE
The Complete Report on Corporate Governance is given separately after
this report.
MANAGEMENT''S DISCUSSION AND ANALYSIS
Management''s discussion and perceptions on existing business, future
out look of the industry, future expansion and diversification plans of
the Company and future course of action for the development of the
Company are fully explained in a separate Para in Corporate Governance
Report in Annexure?A forming part of this report and also report on
Corporate Governance.
DEPOSITS
During the year under review your company has neither invited nor
accepted any public deposit or deposits from the public as defined
under Section 58A of the Companies Act? 1956. The Deposits were
accepted from the Directors are exempt as per the provisions of Section
58A of the Companies Act 1956.
DIRECTORS
During the year under review Shri Kartik Patel and Shri Prafulchandra
Agarwal retires by rotation at the ensuing Annual General Meeting as
provisions of Law. They are eligible for reappointment as director and
has offered themselves for directorship of the company. Hence, your
directors recommend reappointing them by passing resolutions.
DIRECTORS'' RESPONSIBLITY STATEMENT
Pursuant to the provision contained in Section 217(2AA) of the
Companies Act, 1956, the Directors of your Company confirm:
(A) That in the preparation of the annual accounts, as far as possible
and except the to extent if any accounting standards mentioned by the
auditors in their report as not complied with the applicable accounting
standards has been followed and no material departure has been made
from the same;
(B) That they have 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 affair of
the company at the end of the financial year and of the profit or loss
of the company for that period;
(C) That they have 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 for preventing and
detecting fraud and other irregularities;
(D) That they have prepared the annual accounts on a going concern
basis.
STATUTORY AUDITORS
M/s. D J N V & Co., present Statutory Auditors of the company have
given their letter of consent and confirmation under section 224(1B)
the Companies Act 1956 for reappointment as Statutory Auditors of the
Company. Necessary Resolution making their appointment as the Statutory
Auditors and fixing their remuneration is proposed to be passed at the
Annual General Meeting.
INTERNAL AUDITORS
In order to make proper compliance with the provisions of Corporate
Governance the company has established in house internal Audit
Department which is functioning under the close supervision and
direction of the Audit Committee and also taking expert guidance/
advise of the Internal Auditors M/s. Khandhar And Co., Chartered
Accountants from to time to time.
AUDITORS OBSERVATION
Auditor observed that the Company has not deposited the Provident fund
amounting to Rs 200750/? in the respective account for which it was
clarified that the matter is under dispute under Provident fund
Appellate Tribunal New Delhi, Which has remanded the case to APFC,
Ahmedabad after the final satisfaction of the dispute it will be
deposited. The CIT (Appeals) has charged penalty under Section
271(1)(c) for Asst. Year 2006? 2007 of Rs 8,57,298/? There are no
other observations made by the Auditors in their report. However notes
to the Accounts itself are clarifactory and self explanatory in the
nature.
FORMATION OF AUDIT COMMITTEE
In compliance to the Provisions of Section 292A of the Companies Act
1956 and clause 49 of the Listing Agreement on Corporate Governance in
part, your directors have already formed an Audit Committee within the
organization consisting of 3 independent directors, an advisor
(Chartered Accountants) to internal audit Department and Practicing
Company Secretary as advisors to the company. The area of operations
and functional responsibilities assigned to the committee are as per
the guidelines provided in Clause 49 of the Listing Agreement for
implementation of code of corporate governance. The committee meets at
least once in a quarter and gives its report of each meeting to the
Board for its approval, record and information purpose.
EMPLOYEES
There are no employees of the company who were in receipt of the
remuneration of Rs.24,00,000/? in the aggregate if employed for the
year and in receipt of the monthly remuneration of Rs. 2,00,000/? in
the aggregate if employed for a part of the year under review. Hence
the information required under Section 217 (2A) of the Companies Act,
1956 being not applicable are not given in this report.
STATUTORY INFORMATION
The Information required to be disclosed in the report of the Board of
Directors as per the provisions of Section 217 (1)(e) of the Companies
Act?1956 and the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules 1988 regarding the conservation of energy,
technology absorption, foreign exchange earnings and outgo, as the
company was totally non operational for its main business activities of
water park resort and multimedia operations, the same data are not
applicable to the company for the current year hence are not given
herewith
MATERIAL CHANGES
Except the information given in this report there are no material
changes have taken place after completion of the financial year up to
the date of this report which may have substantial effect on business
and finances of the company.
APPRECIATION
Your Directors take this opportunity to acknowledge the trust reposed
in your company by its Shareholders, Bankers and Clients. Your
Directors also keenly appreciate the dedication & commitment of all our
employees, without which the continuing progress of the company would
not have been possible.
DATE :10TH JULY, 2013 On Behalf of the Board of Directors
PLACE: Ahmedabad. Of Khyati Multimedia Entertainment Limited
Sd/-
(Kartik J. Patel)
Chairman And Managing Director
Mar 31, 2011
Dear Shareholders,
The Directors have pleasure in presenting herewith the Seventeenth
Audited Annual report of your Company for the financial year ended on
31st March 2011.
FINANCIAL HIGHLIGHTS:
During the year under review the financial performance of the Company
is as under:
(Amount in Rupees)
Particulars. For the Year For the Year
Ended on Ended on
31/03/2011 31/03/2010
Gross Income 8,12,455 9,28,190
Total Expenses 33,29,359 15,56,240
Profit /(Loss) Before
Depreciation & Tax (25,16,904) (6,28,050)
Provision for Depreciation 3,74,400 3,27,135
Profit/(Loss) Before Tax (28,91,304) (9,55,185)
Provision for Tax 0 0
Adjustment of I. tax Of
Earlier years 500 1,52,537
Provision for FBT 0 0
Deferred Tax Liabilities
Current year. 17,073 -99,095
Previous Year Deffered
Tax Assets 2,04,028 0
Reversed)
Net Loss for the Year. (31,12,905) (10,08,628)
Previous year Balance B/f. (11,53,01,751) (11,42,93,124)
Total Loss Transferred to
Balance Sheet. (11,84,14,656) (11,53,01,751)
DIVIDEND
As your company has incurred a net loss during the year under review
and due to making
provision for deferred tax liability the accumulated losses does not
permit your directors to
declare any amount as dividend to be paid.
UNPAID/UNCLAIMED DIVIDEND
The Company does not have any outstanding unpaid/unclaimed dividend
which is required to be transferred to the Investors Education and
Protection funds as per the provision of Section 205C of the Companies
Act, 1956. The Company does not have any outstanding liability on
account of Interest and Principal on Deposits, Debentures or Share
Application Money.
SHARE CAPITAL STRUCTURE
There was no change in Authorized Capital, Issued Capital, Subscribed
and Paid-up Capital of the Company during the year.
BUY BACK OF EQUITY SHARES
The Company had not made any Buy Back of its paid up equity shares
during the year in terms of section 77A, 77AA and 77B of the Companies
Act 1956. Hence no specific disclosure is required to be made in this
report.
YEAR UNDER REVIEW
During the year under review your company has earned a total income of
Rs. 8,12,455/- (Previous year of total income of Rs.9,28,190/-) After
providing for all Administrative Expenditure and making provision for
Depreciation total amounting to Rs. 37,03,759/- (Previous year of Rs
18,83,375/-) the company has suffered a gross operational loss of Rs.
28,91,304/- (Previous year Gross Operational loss of Rs. 9,55,185/- ).
After making necessary adjustments for provision of Deffered Tax,
Reversal of Deferred Tax Assets of previous years and other adjustments
of prior period adjustments your Company has suffered a Net Loss of Rs.
31,12,905/- (Previous year suffered a Net Loss of Rs.10,08,628 /- ).
The total accumulated loss for the company as shown in the Balance
sheet is Rs. 11,84,14,656/-(Previous year total accumulated loss as
shown in the Balance sheet was of Rs 11,53,01,751/-).
SETTLEMENT/ LIQUIDATION OF FINANCIAL LIABILITIES
The company has reached the stage of loss of pick net worth by more
than 50%. It is a sick company as per audited balance sheet for the
current year. The company has sold its entire real estate i.e. fixed
assets, with the consent of its bankers, financial institutions in
order to liquidate their dues which are cleared with their consent
during the year. The company has Accumulated losses at the end of the
financial year.
FUTURE BUSINESS PLANS
During the year Company is planning to find Business Opportunities to
enable it to carry on the business of real estate developers. For the
purpose company has acquired, land blocks in the city of Ahmedabad for
development of multiplex theatre and shopping complex.
INSPECTION UNDER SECTION 209
During the year there was inspection carried out by the Deputy Director
(Inspection) from the office of the Regional Director of Ministry of
Corporate Affairs under section 209 of the Companies Act, 1956.
Inspecting officer had observed some violations of the Act. The Alleged
offences/violations are compoundable in nature under companies Act. The
Company and its Directors/ officers in default had made application for
Compounding to Company Law Board/Regional Director. All the
applications are now approved and the Company and all directors/
officers in default have paid the compounding fees as per orders of
Regional Directors/ Company Law board. Now all the violations stand
compounded/ made good.
DEMATERIALISATION OF SECURITIES
Your Company's equity shares are already admitted in the System of
Dematerialization by both the Depositories namely NSDL and CDSL. The
Company has already signed tripartite Agreement through Registrar and
Share Transfer Agent M/s. Sharepro Services. The Investors are advised
to take advantage of timely dematerialization of their securities. The
ISIN allotted to your Company is INE 593B01014. The total shares
dematerialised upto 30/06/2011 are 86,65,658. The share holders who
have not demated are requested to demat their shares immediately.
COMPLIANCE TO CODE OF CORPORATE GOVERNANCE
The Complete Report on Corporate Governance is given separately after
this report.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Management's discussion and perceptions on existing business, future
out look of the industry, future expansion and diversification plans of
the Company and future course of action for the development of the
Company are fully explained in a separate Para in Corporate Governance
Report in Annexure-A forming part of this report and also report on
Corporate Governance.
DEPOSITS
During the year under review your company has neither invited nor
accepted any public deposit or deposits from the public as defined
under Section 58A of the Companies Act-1956. The Deposits were
accepted from the Directors are exempt as per the provisions of Section
58A of the Companies Act 1956.
DIRECTORS
During the year under review Shri Kiritbhai C. Patel and Shri Praful
Agrawal shall retire by rotation at the ensuing Annual General Meeting
as provisions of Law. They are eligible for reappointment as director
and has offered themselves for directorship of the company. Hence, your
directors recommend reappointing them by passing resolutions.
DIRECTORS' RESPONSIBLITY STATEMENT
Pursuant to the provision contained in Section 217(2AA) of the
Companies Act, 1956, the Directors of your Company confirm:
(A) That in the preparation of the annual accounts, the applicable
accounting standards has been followed and no material departure has
been made from the same;
(B) That they have 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 affair of
the company at the end of the financial year and of the profit or loss
of the company for that period;
(C) That they have 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 for preventing and
detecting fraud and other irregularities;
(D) That they have prepared the annual accounts on a going concern
basis.
STATUTORY AUDITORS
M/s. D J N V & Co., present Statutory Auditors of the company have
given their letter of consent and confirmation under section 224(1B)
the Companies Act 1956 for reappointment as Statutory Auditors of the
Company. Necessary Resolution making their appointment as the Statutory
Auditors and fixing their remuneration is proposed to be passed at the
Annual General Meeting.
INTERNAL AUDITORS
In order to make proper compliance with the provisions of Corporate
Governance the company has established in house internal Audit
Department which is functioning under the close supervision and
direction of the Audit Committee and also taking expert guidance/
advise of the Internal Auditors M/s. Khandhar And Co., Chartered
Accountants from to time to time.
AUDITORS OBSERVATION
Auditor observed that the Company has not deposited the Provident fund
amounting to Rs 200750/- in the respective account for which it was
clarified that the matter is under dispute and after the final
satisfaction of the dispute it will be deposited. There are no other
observations made by the Auditors in their report. However notes to the
Accounts itself are clarificatory and self explanatory in the nature.
FORMATION OF AUDIT COMMITTEE
In compliance to the Provisions of Section 292A of the Companies Act
1956 and clause 49 of the Listing Agreement on Corporate Governance in
part, your directors have already formed an Audit Committee within the
organization consisting of 3 independent directors, an advisor
(Chartered Accountants) to internal audit Department and Practicing
Company Secretary as advisors to the company. The area of operations
and functional responsibilities assigned to the committee are as per
the guidelines provided in Clause 49 of the Listing Agreement for
implementation of code of corporate governance. The committee meets at
least once in a quarter and gives its report of each meeting to the
Board for its approval, record and information purpose.
EMPLOYEES
There are no employees of the company who were in receipt of the
remuneration of Rs.24,00,000/- in the aggregate if employed for the
year and in receipt of the monthly remuneration of Rs. 2,00,000/- in
the aggregate if employed for a part of the year under review. Hence
the information required under Section 217 (2A) of the Companies Act,
1956 being not applicable are not given in this report.
STATUTORY INFORMATION
The Information required to be disclosed in the report of the Board of
Directors as per the provisions of Section 217 (1)(e) of the Companies
Act-1956 and the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules 1988 regarding the conservation of energy,
technology absorption, foreign exchange earnings and outgo, as the
company was totally non operational for its main business activities of
water park resort and multimedia operations, the same data are not
applicable to the company for the current year hence are not given
herewith.
MATERIAL CHANGES
Except the information given in this report there are no material
changes have taken place after completion of the financial year up to
the date of this report which may have substantial effect on business
and finances of the company.
APPRECIATION
Your Directors take this opportunity to acknowledge the trust reposed
in your company by its Shareholders, Bankers and Clients. Your
Directors also keenly appreciate the dedication & commitment of all our
employees, without which the continuing progress of the company would
not have been possible.
DATE : 2nd September, 2011 On Behalf of the Board of Directors
PLACE: Ahmedabad. Of Khyati Multimedia
Entertainment Limited
Sd/-
(Kartik J. Patel)
Chairman And Managing Director
Mar 31, 2010
The Directors have pleasure in presenting herewith the Fifteenth
Audited Annual report of your Company for the financial year ended on
31st March 2010.
FINANCIAL HIGHLIGHTS;
During the year under review the financial performance of the Company
is as under:
(Amount in Rupees)
Particulars. For the Year For the Year
Ended on Ended on
31/03/2010 31/03/2009
Gross Income 9,28,190 31,48,710
Total Expenses 15,56,240 22,06,740
Profit /(Loss) Before
Depreciation & Tax (6,28,050) 9,41,970
Provision for Depreciation 3,27,135 3,26,991
Profit Before Tax (9,55,185) (1,23,521)
Provision for Tax 0 0
Adjustment of I. tax Of
Earlier years 1,52,537 0
Provision for FBT00
Net Profit / (Loss] for the Year (11,07,722) (1,23,521)
Deferred Tax Assets 99,095 1,16,055
(Previous year liabilities)
Net Loss for the Year. (10,08,628) (7,466)
Previous year Balance B/f. (7,466) 1,16,055
Total Loss Transferred to
Balance Sheet. (10,08,628) (7,466)
DIVIDEND
As your company has incurred a net loss during the year under review
and due to making provision for deferred tax liability the accumulated
losses does not permit your directors to declare any amount as dividend
to be paid.
UPAID/UNCLAIMED DIVIDEND
The Company does not have any outstanding unpaid/unclaimed dividend
which is required to be transferred to the InvesfoTslfducation and
Protection funds as per the provision of Section 205C of the Companies
Act, 1956. The Company does not have any outstanding liability on
account of Interest and Principal on Deposits, Debentures or Share
Application Money.
SHARE CAPITAL STRUCTURE
There was no change in Authorized Capital, Issued Capital, Subscribed
and Paid-up Capital of the Company during the year.
BUY BACK OF EQUITY SHARES
The Company had not made any Buy Back of its paid up equity shares
during the year in terms of section 77A, 77AA and 77B of the Companies
Act 1956. Hence no specific disclosure is required to be made in this
report.
YEAR UNDER REVIEW
However it has earned a Total income of Rs.9,28,190 (Previous year it
was Rs 31,48,710/-)- After all Administrative Expenditure and
Depreciation of Rs 18,83,375 (Previous year Rs. 25,33,731/-) the
company has suffered a gross operational loss of Rs. 11,07,722 /-
(Previous year gross loss of Rs. 1,23,521/-). After making necessary
adjustments for Deffered Tax, Fring Benefit Your Company had a Net loss
for the year transferred to balance sheet is Rs.10,08,628 /- (Previous
year loss of Rs. 7466/-).
SETTLEMENT/ LIQUIDATION OF FINANCIAL LIABILITIES
The company has reached the stage of loss of pick net worth by more
than 50%. It is* a sick company as per audited balance sheet for the
current year. The company has sold its entire real estate i.e. fixed
assets, with the consent of its bankers, financial institutions in
order to liquidate their dues which are cleared with their consent
during the year. The company has Accumulated losses at the end of the
financial year.
FUTURE BUSINESS PLANS
During the year Company is planning to find Business Opportunities to
enable it to carry on the business of real estate developers. For the
purpose company has acquired, land blocks in the city of Ahmedabad for
development of multiplex theatre and shopping complex.
INSPECTION UNDER SECTION 209
During the year there was inspection carried out by the Deputy Director
(Inspection) from the office of the Regional Director of Ministry of
Corporate Affairs under section 209 of the Companies Act, 1956.
Inspecting officer had observed some violations of the Act. The Alleged
offences/violations are compoundable in nature under companies Act.
The Company and its Directors/ officers in default had made application
for Compounding to Company Law Board/Regional Director. All the
applications are now approved and the Company and all directors/
officers in default have paid the compounding fees as per orders of
Regional Directors/ Company Law board. Now all the violations stand
compounded/ made good.
DEMATERIALISATION OF SECURITIES
Your Companys equity shares are already admitted in the System of
Dematerialization by both the Depositories namely NSDL and CDSL. The
Company has already signed tripartite Agreement through Registrar and
Share Transfer Agent M/s. Sharepro Services. The Investors are advised
to take advantage of timely dematerialization of their securities. The
ISIN allotted to your Company is INE 593B01014. The total shares
dematerialised upto 30/06/2010 are 86, 62,558. The share holders who
have not demated are requested to demat their shares immediately.
COMPLIANCE TO CODE OF CORPORATE GOVERNANCE
The Complete Report on Corporate Governance is given separately after
this report.
MANAGEMENTS DISCUSSION AND ANALYSIS
Managements discussion and perceptions on existing business, future
out look of the industry, future expansion and diversification plans of
the Company and future course of action for the development of the
Company are fully explained in a separate Para in Corporate Governance
Report in Annexure-A forming part of this report and also report on
Corporate Governance.
DEPOSITS
During the year under review your company has neither invited nor
accepted any public deposit or deposits from the public as defined
under Section 58A of the Companies Act- 1956. The Deposits were
accepted from the Directors are exempt as per the provisions of Section
58A of the Companies Act 1956.
DIRECTORS
During the year under review Shri Rao Kamalkant and Shri Arvindkumar
Prajapati shall retire by rotation at the ensuing Annual General
Meeting as provisions of Law. They are eligible for reappointment as
director and has offered themselves for directorship of the company.
Hence, your directors recommend reappointing them by passing
resolutions.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provision contained in Section 217(2AA) of the
Companies Act, 1956, the Directors of your Company confirm:
(A) That in the preparation of the annual accounts, the applicable
accounting standards has been followed and no material departure has
been made from the same;
(B) That they have 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 affair of
the company at the end of the financial year and of the profit or loss
of the company for that period;
(C) That they have 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 for preventing and
detecting fraud and other irregularities;
(D) That they have prepared the annual accounts on a going concern
basis.
STATUTORY AUDITORS
M/s. D J N V & Co., present Statutory Auditors of the company have
given their letter of consent and confirmation under section 224(1B)
the Companies Act 1956 for reappointment as Statutory Auditors of the
Company. Necessary Resolution making their appointment as the Statutory
Auditors and fixing their remuneration is proposed to be passed at the
Annual General Meeting.
INTERNAL AUDITORS
In order to make proper Ãérap]iance with the provisions of Corporate
Governance the company has established in house internal Audit
Department which is functioning under the close supervision and
direction of the Audit Committee and also taking expert guidance/
advise of the Internal Auditors M/s. Khandhar And Co., Chartered
Accountants from to time to time.
AUDITORS OBSERVATION
Auditor observed that the Company has not deposited the Provident fund
amounting to Rs 200750/- in the respective account for which it was
clarified that the matter is under dispute and after the final
satisfaction of the dispute it will be deposited. There are no other
observations made by the Auditors in their report. However notes to the
Accounts itself are clarificatory and self explanatory in the nature.
FORMATION OF AUDIT COMMITTEE
In compliance to the Provisions of Section 292A of the Companies Act
1956 and clause 49 of the Listing Agreement on Corporate Governance in
part, your directors have already formed an Audit Committee within the
organization consisting of 3 independent directors, an advisor
(Chartered Accountants) to internal audit Department and Practicing
Company Secretary as advisors to the company. The area of operations
and functional responsibilities assigned to~EKe~committee are as per
the guidelines provided in Clause 49 of the Listing Agreement for
implementation of code of corporate governance. The committee meets at
least once in a quarter and gives its report of each meeting to the
Board for its approval, record and information purpose.
EMPLOYEES
There are no employees of the company who were in receipt of the
remuneration of Rs.24, 00,000/- in the aggregate if employed for the
year and in receipt of the monthly remuneration of Rs. 2,00,000/- in
the aggregate if employed for a part of the year under review. Hence
the information required under Section 217 (2A) of the Companies Act,
1956 being not applicable are not given in this report.
STATUTORY INFORMATION
The Information required to be disclosed in the report of the Board of
Directors as per the provisions of Section 217 (l)Ce) of the Companies
Act-1956 and the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules 1988 regarding the conservation of energy,
technology absorption, foreign exchange earnings and outgo, as the
company was totally non operational for its main business activities of
water park resort and multimedia operations, the same data are not
applicable to the company for the current year hence are not given
herewith.
MATERIAL CHANGES
Except the information given in this report there are no material
changes have taken place after completion of the financial year up to
the date of this report which may have substantial effect on business
and finances of the company.
APPRECIATION
Your Directors take this opportunity to acknowledge the trust reposed
in your company by its Shareholders, Bankers and Clients. Your
Directors also keenly appreciate the dedication & commitment of all our
employees, without which the continuing progress of the company would
not have been possible.
DATE : 25th August, 2010 On Behalf of the Board of Directors
PLACE: Ahmedabad. Of Khyati Multimedia Entertainment Limited
Sd/-
(KartikJ.Patel)
Chairman And Managing Director
Mar 31, 2009
The Directors have pleasure in presenting herewith the Fifteenth
Audited Annual report of your Company for the financial year ended on
31st March 2009.
FINANCIAL HIGHLIGHTS:
During the year under review the financial performance of the Company
is as under:
(Amount in Rupees)
Particulars. For the Year For the Year
Ended on Ended on
31/03/2009 31/03/2008
Gross Income 31,48,710 71,16,756
Total Expenses 22,06,740 6,40,85,846
Profit/(Loss) Before
Depreciation & Tax 9,41,970 (5,69,69,090
Provision for Depreciation 3,26,991 1668098
Profit Before Tax (1,23,521) (5,86,37,188
Provision for Tax 0 NIL
Excess Income Tax Provision P.Y 0 NIL
Provision for FBT 0 NIL
Net Profit /(Loss) for
the Year (1,23,521) (5,86,37,188
Deferred Tax Assets 1,16,055 5,66,977
(Previous year liabilities)
Net Loss for the Year. (1,23,521) (5,86,37,188
Previous year Balance B/f. 1,16,055 5,66,977
Total Loss Transferred to
Balance Sheet. (7,466) (5,80,70,211
DIVIDEND
As your company has incurred a net loss during the year under review
and due to making provision for deferred tax liability the accumulated
losses does not permit your directors to declare any amount as dividend
to be paid.
UNPAID/UNCLAIMED DIVIDEND
The Company does not have any outstanding unpaid/unclaimed dividend
which is required to be transferred to the Investors Education and
Protection funds as per the provision of Section 205C of the Companies
Act, 1956. The Company does not have any outstanding liability on
account of Interest and Principal on Deposits, Debentures or Share
Application Money.
SHARE CAPITAL STRUCTURE
In the last Annual General Meeting, Shareholders had approved
consolidation of shares of Rs. 1 each face/paid-up value into 1 equity
share of Rs. 10/- each. Accordingly number of shares has reduced by
1/10th. However, there was no change in total value of Issued,
Subscribed and Paid up Share Capital Structure of the Company.
BUY BACK OF EQUITY SHARES
The Company had not made any Buy Back of its paid up equity shares
during the year in terms of section 77A, 77AA and 77B of the Companies
Act 1956. Hence no specific disclosure is required to be made in this
report.
YEAR UNDER REVIEW
During the current year also the activities for residential resort was
affected due to closure of Highway Restaurant and closure of Water Park
facilities. These two units were not running at break-even point and
hence the resort could not run these two units. During the year under
review company has not achieved any sales from the multimedia division.
However it has earned a Total income of Rs. 31,48,710/- (Previous year
it was Rs 71,16,756/-). After all Administrative Expenditure and
Depreciation of Rs 25,33,731 (Previous year Rs. 6,57,53,944/-) the
company has suffered a gross operational loss of Rs. 1,23,521 /-
(Previous year gross loss of Rs. 5,86,37,188/-). After making necessary
adjustments for Deffered Tax, Fring Benefit Your Company had a Net loss
for the year transferred to balance sheet is Rs.7,466 /- (Previous year
loss of Rs. 5,80,70,211/-).
SETTLEMENT/ LIQUIDATION OF FINANCIAL LIABILITIES
The company has reached the stage of loss of pick net worth by more
than 50%. It is a sick company as per audited balance sheet for the
current year. The company has sold its entire real estate i.e. fixed
assets, with the consent of its bankers, financial institutions in
order to liquidate their dues which are cleared with their consent
during the year. Due to sale of assets, the companys accumulated
losses during the year have reached at Rs. 11, 42, 93,124.
FUTURE BUSINESS PLANS
During the year company has altered its main object clause so as to
enable it to carry on the business of real estate developers. For the
purpose company has acquired, land blocks in the city of Ahmedabad for
development of multiplex theatre and shopping complex.
INSPECTION UNDER SECTION 209
During the year there was inspection carried out by the Deputy Director
(Inspection) from the office of the Regional Director of Ministry of
Corporate Affairs under section 209 of the Companies Act, 1956.
Inspecting officer had observed some violations of the Act. The Alleged
offences/violations are compoundable in nature under companies Act. The
Company and its Directors/ officers in default have made application
For Compounding to Company Law Board/Regional Director.
DEMATERIALISATION OF SECURITIES
Your Companys equity shares are already admitted in the System of
Dematerialization by both the Depositories namely NSDL and CDSL. The
Company has already signed tripartite Agreement through Registrar and
Share Transfer Agent M/s. Sharepro Services. The Investors are advised
to take advantage of timely dematerialization of their securities. The
ISIN allotted to your Company is INE 593B01014. The total shares
dematerialised upto 30/06/2009 are 86, 62,558. The share holders who
have not demated are requested to demat their shares immediately.
COMPLIANCE TO CODE OF CORPORATE GOVERNANCE
The Complete Report on Corporate Governance is given separately after
this report.
MANAGEMENTS DISCUSSION AND ANALYSIS
Managements discussion and perceptions on existing business, future
out look of the industry, future expansion and diversification plans of
the Company and future course of action for the development of the
Company are fully explained in a separate Para in Corporate Governance
Report in Annexure-A forming part of this report and also report on
Corporate Governance.
DEPOSITS
During the year under review your company has neither invited nor
accepted any public deposit or deposits from the public as defined
under Section 58A of the Companies Act-1956. The Deposits were accepted
from the Directors are exempt as per the provisions of Section 58A of
the Companies Act 1956.
DIRECTORS
During the year under review Shri Kiritbhai Patel, Shri Jasubhai Patel
and Shri Kartikbhai Patel shall retire by rotation at the ensuing
Annual General Meeting as provisions of Law. They are eligible for
reappointment as director and has offered themselves for directorship
of the company. Hence, your directors recommend reappointing them by
passing resolutions. In addition to this during the year Mrs. Jignaben
Patel has resigned from the board and Mr. Rao Kamalkant & Mr. Arvind
Prajapati are appointed as Additional Directors.
DIRECTORS RESPONSIBLITY STATEMENT
Pursuant to the provision contained in Section 217(2AA) of the
Companies Act, 1956, the Directors of your Company confirm:
(A) That in the preparation of the annual accounts, the applicable
accounting standards has been followed and no material departure has
been made from the same;
(B) That they have 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 affair of
the company at the end of the financial year and of the profit or loss
of the company for that period;
(C) That they have 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 for preventing and
detecting fraud and other irregularities;
(D) That they have prepared the annual accounts on a going concern
basis. STATUTORY AUDITORS
M/s. Khandhar & Parikh., present Statutory Auditors of the company have
given their letter of consent and confirmation under section 224(1B)
the Companies Act 1956 for reappointment as Statutory Auditors of the
Company. Necessary Resolution making their appointment as the Statutory
Auditors and fixing their remuneration is proposed to be passed at the
Annual General Meeting.
INTERNAL AUDITORS
In order to make proper compliance with the provisions of Corporate
Governance the company has established in house internal Audit
Department which is functioning under the close supervision and
direction of the Audit Committee and also taking expert guidance/
advise of the statutory Auditors M/s. Khandhar And Parikh, Chartered
Accountants from to time to time.
AUDITORS OBSERVATION
Auditor observed that the Company has not deposited the Provident fund
amounting to Rs 200750/- in the respective account for which it was
clarified that the matter is under dispute and after the final
satisfaction of the dispute it was be deposited. There are no other
observations made by the Auditors in their report. However notes to the
Accounts itself are clarificatory and self explanatory in the nature.
FORMATION OF AUDIT COMMITTEE
In compliance to the Provisions of Section 292A of the Companies Act
1956 and clause 49 of the Listing Agreement on Corporate Governance in
part, your directors have already formed an Audit Committee within the
organization consisting of 3 independent directors, an advisor
(Chartered Accountants) to internal audit Department and Practicing
Company Secretary as advisors to the company. The area of operations
and functional responsibilities assigned to the committee are as per
the guidelines provided in Clause 49 of the Listing Agreement for
implementation of code of corporate governance. The committee meets at
least once in a quarter and gives its report of each meeting to the
Board for its approval, record and information purpose.
EMPLOYEES
There are no employees of the company who were in receipt of the
remuneration of Rs.24, 00,000/- in the aggregate if employed for the
year and in receipt of the monthly remuneration of Rs. 2,00,000/- in
the aggregate if employed for a part of the year under review. Hence
the information required under Section 217 (2A) of the Companies Act,
1956 being not applicable are not given in this report.
STATUTORY INFORMATION
The Information required to be disclosed in the report of the Board of
Directors as per the provisions of Section 217 (l)(e) of the Companies
Act-1956 and the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules 1988 regarding the conservation of energy,
technology absorption, foreign exchange earnings and outgo, as the
company was totally non operational for its main business activities of
water park resort and multimedia operations, the same data are not
applicable to the company for the current year hence are not given
herewith.
MATERIAL CHANGES
Except the information given in this report there are no material
changes have taken place after completion of the financial year up to
the date of this report which may have substantial effect on business
and finances of the company.
APPRECIATION
Your Directors take this opportunity to acknowledge the trust reposed
in your company by its Shareholders, Bankers and Clients. Your
Directors also keenly appreciate the dedication & commitment of all our
employees, without which the continuing progress of the company would
not have been possible.
DATE : 25th August, 2009 On Behalf of the Board of Directors
PLACE: Ahmedabad. Of Khyati Multimedia Entertainment Limited
Sd/-
(Kartik J. Patel)
Chairman And Managing Director
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Khyati Multimedia Entertainment Ltd. குறித்த கூடுதல் தகவல்களை
-
Khyati Multimedia Entertainment Ltd. டூல்ஸ்
- பல்க் டீல்ஸ்
-
Khyati Multimedia Entertainment Ltd. நிறுவன தகவல்கள்
- நிறுவன சுயவிவரம்
- நிறுவன வரலாறு
- நிர்வாக குழு
- மூலதன வடிவம்
- புராடெக்ட் மிக்ஸ்
- வங்கியாளர்/தணிக்கையாளர்/பதிவாளர்
-
நிறுவன வரலாறு
- மும்பை பங்குச் சந்தையில் விலை வரலாறு
-
Khyati Multimedia Entertainment Ltd. முக்கிய நிதியில் விகிதங்கள்
- விகிதங்கள்
-
Khyati Multimedia Entertainment Ltd. முடிவுகள்
- காலாண்டு முடிவுகள்
- அரையாண்டு முடிவுகள்
- 9 மாத முடிவுகள்
- வருடாந்திர முடிவுகள்
-
Khyati Multimedia Entertainment Ltd. நிதியியல் தகவல்கள்
- தணிக்கை முடிவுகள்
- பணப்பாய்வு
- இருப்பு நிலைக்குறிப்பு
-
Khyati Multimedia Entertainment Ltd. அறிக்கை
- கணக்கியல் கோட்பாடுகள்
- தணிக்கையாளர்கள் அறிக்கை
- இயக்குநர்கள் அறிக்கை
- கணக்கு குறிப்புகள்
-
Khyati Multimedia Entertainment Ltd. கார்ப்பரேட் அறிவிப்புகள்
- புத்தக முடிவு
- நிர்வாகக் குழுக் கூட்டங்கள்
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LIC பங்குதாரர்களுக்கு ஜாக்பாட்!! ஒன்னு ரெண்டாக போகுது!! முதலீட்டாளர்கள் ஹேப்பி!! -
சென்செக்ஸ், நிஃப்டி அதிரடி ஏற்றம்! ஒரே நாளில் 17 லட்சம் கோடி லாபம்.. கொண்டாட்டத்தில் முதலீட்டாளர்கள்! -
ஒரே நாளில் ரூ14 லட்சம் கோடிக்கு மேல் லாபம்! சென்செக்ஸ் 2600 புள்ளிகளுக்கு மேல் ஏற்றம்!ஏன் தெரியுமா? -
இன்று பங்குச் சந்தைக்கு விடுமுறை! புனித வெள்ளி NSE, BSE ,MCX இயங்குமா? முழு விபரம்! -
டிரம்ப் கொடுத்த ஸ்பீச்: ரத்தக்களரியான பங்குச் சந்தை? சென்செக்ஸ் 1500 புள்ளிகளுக்கு மேல் வீழ்ச்சி? -
திங்கட்கிழமை பங்குச்சந்தை ஒரு காட்டு காட்ட போகுது.. ஆனந்த் ஸ்ரீனிவாசன் வார்னிங்..!! -
ஒரே நாளில் ரூ.12 லட்சம் கோடி அவுட் – ரத்தக் களறியான பங்குச்சந்தை-முதலீட்டாளர்களுக்கு பேரிடி? -
நாளை பங்குச் சந்தை ஏற்றம் காணுமா? சரியுமா? சந்தையை தீர்மானிக்கப் போகும் 3 முக்கிய காரணிகள்? -
Sensex: ஒன்னில்ல இரண்டில்ல.. 9 லட்சம் கோடி இழப்பு.. தேம்பி தேம்பி அழும் பங்குச்சந்தை முதலீட்டாளர்கள்..!! -
40 ஆண்டுகள், 15 நெருக்கடி.. தட்டி தூக்கிய பங்கு சந்தை.. முதலீட்டாளர்களுக்கு முக்கிய பாடம்..! -
போருக்கு நடுவில் குத்தாட்டம்! சென்செக்ஸ் 2350 புள்ளிகள் உயர உண்மை காரணம் என்ன? பங்குகளில் முதலீடு செய்யலாமா? -
சென்செக்ஸ், நிஃப்டியை புரட்டிப்போட்ட 90 நிமிடம்.. என்ன நடந்தது..? முழுக்க முழுக்க மேஜிக் -
ரத்தகளரியான பங்குச் சந்தை!20 லட்சம் கோடி காலி - முதலீட்டாளர்களின் லாப கனவு கலைந்தது எப்படி? -
ரூ.7 லட்சம் கோடி மாயம்.. பங்குச்சந்தையில் என்ன தான் நடக்குது..? -
பங்குச் சந்தை நிலநடுக்கங்கள்: 10 ஆண்டுகளில் முதலீட்டாளர்களை அதிர வைத்த 5 பெரும் சரிவுகள்?!
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