To
The Members,
52 WEEKS ENTERTAINMENT LIMITED
Your Board of Directors takes pleasure in presenting this Thirty (30th) Annual Report covering the highlights of the finances, business, and operations of your Company along with the Audited Financial Statements and Report of Auditors thereon for the Financial Year ended 31st March, 2023.
1. COMPANY'S FINANCIAL HIGHLIGHTS
The highlights of the Company's financial results for the Financial Year 2022-23 are as under:
(Amount in Lakhs)
2. OPERATIONS PERFORMANCE:
No income during the financial year of the Company. Total expenditure of the company is Rs. 11.29 lacs as compared to Rs. 107.48 lacs in the previous year. Loss during the financial year is Rs. 15.99 lacs as compared to loss is Rs. 182.91 lacs in the previous year.
3. TRANSFER TO RESERVES:
No amount is proposed to be transferred to reserves during the Financial Year 2022-2023.
4. DIVIDEND
Your directors do not recommend any dividend during the year under review.
5. SHARE CAPITAL
As on 31 March 2023, paid-up share capital of the company stood at Rs. 34,88,00,000, Consisting of 3,48,80,000 equity shares of face value of Rs.10 each fully paid-up.
6. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR
No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which financial statements in this report relate and the date of this report.
7. DEPOSIT
The company has not accepted any public deposits under the provisions of the Companies Act, 2013 ('Act').
8. SUBSIDIARIES / JOINT VENTURE /ASSOCIATE COMPANY
Your company does not have any Subsidiary/ Joint Venture andAssociate Companies.
9. SECRETARIAL STANDARDS OF ICSI
The company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).
10. CHANGE IN THE NATURE OF BUSINESS, IFANY:
There was no change in the nature of business of the Company during the year.
11. PARTICULARS OF LOANS, GUARANTEESAND INVESTMENTS
The company has not given any loans or guarantees or made any investments in Contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.
12. STATE OFAFFAIRS OF THE COMPANY
The main business activity of the company is of Films Production and Distribution. Your directors carries out the operations with active care and precaution thereby enhancing stakeholders values.
13. EXTRACT OFANNUAL RETURN
In accordance with the requirements of Section 92 (3) read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return as on 31st March, 2023 is available on the Company's website www.52weeksentertainment.com .
14. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of section 135 of the Companies Act, 2013 are not applicable to the company.
15. CORPORATE GOVERNANCE
As per the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with the requirements of Corporate Governance in all material aspects. A report on Corporate Governance together with a certificate of its compliance from a Practising Company Secretary, forms part of this report.
16. MANAGEMENT DISCUSSIONANDANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this report.
17. RISK MANAGEMENT POLICY
The Board of Directors have adopted a risk management policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may pose significant loss or threat to the Company. The Management identifies and controls risks through a defined framework in terms of the aforesaid policy.
18. WHISTLE BLOWER POLICY / VIGIL MECHANISM
There is a Whistle Blower Policy in the Company and no personnel have been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. The Whistle Blower Policy is posted on the website of the Company www.52weeksentertainment.com .
19. INTERNAL CONTROL SYSTEMS
The internal financial controls of the Company are commensurate with its size, scale and complexity of operations. The company has policies and procedures which inter alia ensure integrity in conducting business, timely preparation of reliable information, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors. The Audit Committee actively reviews the adequacy and effectiveness of the internal financial control systems and suggests improvements if any to strengthen the same.
20. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of theAct:
(i) That in the preparation of the accounts for the financial year ended 31stMarch, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the profit and loss of the Company for the year under review;
(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2023 on a 'going concern' basis.
(v) The internal financial controls are laid and have been followed by the company and that such controls are adequate and are operating effectively. Such controls means controls and policies and procedures adopted and adhered by the company for orderly and efficient conduct of the business for safeguarding assets, prevention and detection of frauds and errors and maintenance of accounting records and timely preparation of financial statements and review its efficiency.
(vi) 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.
21. DIRECTORS & KEY MANAGERIAL PERSONNEL
(I) Appointment/Reappointment
There is no Appointment/Reappointment during the year.
(ii) Change in Directorate
During the year under review there was no change in the Board of Directors of the Company.
(iii) Directors liable to retire by rotation
Mr. Shantanu Shreedhar Sheorey (DIN : 00443703) retires by rotation at the ensuing AGM, being eligible, offers himself for reappointment. Necessary details for reappointment as required under the Act and the SEBI Listing Regulations is given in the notice of 30TH AGM .
(iv) Key Managerial Personnel
There is no change in Company Secretary and Chief Financial Officer of the Company.
(v) Number of meetings of Board of Directors
This information has been furnished under Report on Corporate Governance which forms part of this report.
(vi) Committees of Board
(vii) Meeting of Independent Directors
The Independent Directors of the company at their meeting held on 23rd March, 2023 reviewed the performance of non-independent directors and the Board as a whole including the chairman of the company by taking into consideration views expressed by the executive directors and non-executive directors at various level pertaining to the quality, quantity and timeliness of flow of information between the company, management and the board have expressed their satisfaction.
(viii) Declaration from Independent Directors
The independent directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under section 149(6) of the Act, as amended, and regulation 16 of the SEBI Listing Regulations. The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the data bank of independent directors. The Board took on record the declaration and confirmation submitted by the independent directors regarding meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI Listing Regulations.
(ix) Policy on Directors' Appointment and Remuneration
The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for the selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy and the details pertaining to the remuneration paid during the year are furnished in the Corporate Governance Report which forms part of this report.
(x) Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013, SEBI Listing Regulations and Circulars and Guidance Notes issued by SEBI in this regard, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees.
22. STATUTORYAUDITORSAND HIS REPORT
M/s. B. M. Gattani & Co., Chartered Accountants (Firm Reg. No. 113536W), were appointed as Statutory Auditors of the Company till the conclusion of the 34th Annual General
Meeting. As per the provisions of Section 139 of the Act, they have confirmed that they are not disqualified from continuing as Auditors of the Company.
The Audit Report of M/s. B. M. Gattani & Co, Chartered Accountants on the Financial Statements of the Company for the Financial Year 2022-23 forms part of this Annual Report. The report does not contain any qualification, reservation, adverse remark or disclaimer.
23. SECRETARIALAUDITORAND HIS REPORT
Pursuant to the provisions of section 204 of the Act, the Board has appointed Mr. Suprabhat Chakraborty, Practising Company Secretary (C.P. No. 15878), to undertake secretarial audit of the Company. A report from the secretarial auditor in the prescribed Form MR-3 is annexed as "AnnexureA" to this Report.
The following observation given in the Secretarial Compliance Report :
1. "As per Regulation 31(2) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, shareholding of promoter(s) and promoter group is not in dematerialized form".
In this regard we have to inform you that the management has applied for exemption from provisions of 100% shareholding of the promoters/ promoters group in dematerialized form.
2. Independent directors of the Company have not clear online self-assessment proficiency test as per the Companies (Appointment and Qualification of Directors) Rules, 2014.
In addition to the above and pursuant to SEBI circular dated 8 February 2019, a report on secretarial compliance by Mr. Suprabhat Chakraborty for FY 2023 has been submitted with stock exchange.
24. COSTAUDITORAND COSTAUDIT REPORT
Appointment of Cost Auditor is not applicable to your Company.
25. INTERNALAUDITOR
M/s Abhishek R Jain & Co., Chartered Accountant (FRN. 148930WN) were appointed as Internal Auditor for the financial year 2022-23. They have submitted their report based on the internal audit conducted during the year under review.
26. CORPORATE WEBSITE
The Company's web address is www.52weeksentertainment.com . The website contains a complete overview of the Company. The Company's Annual Report, financial results, details of its business, shareholding pattern, compliance with Corporate Governance, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievances, the distribution schedule, and Code of Conduct are uploaded on the website.
27. RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the financial year were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. Hence there does not exists any details to be mentioned in Form AOC-2 which is attached as "Annexure B".
All Related Party Transactions are placed before the Audit Committee for approval. The Company has adopted a Related Party Transactions Policy. The policy as approved by the board is uploaded on the Company's website at www.52weeksentertainment.com.
28. SEXUAL HARASSMENT
The Company has adopted a policy in line with the requirements of Prevention of Sexual Harassment of Women at the Workplace. No complaint was received during the year under the said policy.
29. PARTICULAR OF EMPLOYEES
Considering the provisions of Section 197(12) of the Act read with the relevant rules and having referred to provisions of the First Proviso to Section 136(1) of the Act, the Annual Report is being sent to the members of the Company, excluding details of particulars of employees and related disclosures. The said information/ details are available for inspection at the Registered Office of the Company during working hours, on any working day. Any member interested in obtaining this information may write to the Company Secretary and this information would be provided on request.
30. CONSERVATION OF ENERGY, TECHNOLOGYAND FOREIGN EXCHANGE
EARNINGSAND OUTGO
The company is not engaged in manufacturing activities and as such the particulars relating to conservation of energy and technology absorption are not applicable. The company makes every effort to conserve energy as far as possible etc. Particulars regarding Foreign Exchange Earnings and Outgo required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in the notes forming part of accounts which forms part of the Annual Report.
31. HEALTH, SAFETYAND ENVIRONMENT
The company considers safety, environment and health as the management responsibility and therefore being constantly aware of its obligation towards maintaining and improving the environment across various spheres of its business activities.
32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS IMPACTING
GOING CONCERN STATUSAND COMPANY'S STATUS IN FUTURE
During year no significant and material orders were passed by any regulator or court or tribunal impacting the going concern status and Company's operations in future.
33. ACKNOWLEDGMENTS
Your Directors place on record their appreciation for the continued co-operation and support extended to the company by the bankers, media professionals, customers and regulatory authorities. Your Directors also place on record sincere appreciation of the continued hard work put in by employees at all levels.