| The Members
Koffee Break Pictures Limited
The Directors have pleasure in presenting the 22nd Annual Report and
Financial Statements of the Company for the financial year ended on
31st March, 2014.
FINANCIAL HIGHLIGHTS:
(Amount in)
Sr.No. Particulars 2013-14 2012-13
1. Total Revenue (net) 17,65,969 5,20,000
2. Total Expenses 75,69,319 1,78,13,579
5. Profit before exceptional items and tax (58,03,350) (1,72,93,579)
6. Provision for tax (8,24,692) (29,04,278)
7 Profit after tax (49,78,657) (1,43,89,301)
8. Balance of profit as per last Balance
Sheet (3,31,24,008) (1,87,34,707)
9 Balance available for appropriation (3,81,02,665) (3,31,24,008)
10. Proposed dividend - -
11. DividendTax - -
12. Transfer to General Reserve - -
13. Transfer to Balance Sheet (3,81,02,665) (3,31,24,008)
REVIEW OF OPERATIONS:
During the year under review, the Company earned total revenue of '
17,65,969 as against ' 5,20,000 in the previous year. The loss after
tax was ' 49,78,657 as against loss of ' 1,43,89,301). Your Directors
expect better performance and recovery of losses in the coming years.
DIVIDEND:
In view of the loss incurred during the year, the Board of Directors do
not recommend any payment of dividend for the year under review.
DIRECTORS:
During the period under review, the Board of Directors of the Company
appointed Mrs. Babita Sharma as an Additional Director and also as an
Executive Director & CFO of the Company for a period of 5 years w.e.f.
27th August, 2014. Further, the Board of Directors appointed Mr. Latif
Ummed Ali Khan as an Additional (Independent) Director of the Company
w.e.f. 27th August, 2014.
In terms of the provisions of Section 161 of the Companies Act, 2013,
Mrs. Babita Sharma and Mr. Latif Khan hold office as such upto the date
of ensuing Annual General Meeting of the Company. The Company has
received notices from members under Section 160 of the Companies Act,
2013 together with necessary deposit proposing their candidature for
the office of Director of the Company. The Board recommends for their
appointment as Directors of the Company.
In accordance with the provisions of Section 152 of the Companies Act,
2013 read with Companies (Management & Administration) Rules, 2014 and
Articles of Association of the Company, Mr. Pikesh Sharma, Executive
Director of the Company, retires by rotation and being eligible, offers
himself for re-appointment. Further, the Board has appointed Mr. Pikesh
Sharma as Managing Director of the Company for a period of 5 (five)
years w.e.f. 27th August, 2014.
In terms of the provisions of Section 149 and 152 of the Companies Act,
2013 read with Companies (Management & Administration) Rules, 2014
which became effective from 1st April, 2014, an Independent Director of
a Company can be appointed for a term of 5 consecutive years and shall
not be liable to retire by rotation. To comply with these provisions,
it is proposed to appoint Mr. Vinodkumar Jain and Mr. Latif Ummed Ali
Khan, Independent Directors of the Company to hold office as such upto
31st March, 2019 and 26th August, 2019, respectively who shall not be
liable to retire by rotation.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed under sub-section (6) of Section 149 of the
Companies Act, 2013 and Clause 49 of the Listing Agreement entered with
the Stock Exchanges. Your Board recommends for their appointment as
Independent Directors of the Company in terms of the provisions of the
Companies Act, 2013.
Mr. Apurva Shah, Managing Director of the Company resigned from the
Directorship of the Company w.e.f. 6th February, 2014. The Board
places on record its appreciation for his valuable contribution made
during their tenure as Managing Director of the Company.
Brief resume of the Directors proposed to be appointed/re-appointed as
stipulated under Clause 49 of the Listing Agreement entered with the
Stock Exchanges are given in the Notice convening 22nd Annual General
Meeting.
PUBLIC DEPOSITS:
During the year under review, the Company has not accepted or renewed
any public deposits within the meaning of Section 58A and 58AA of the
Companies Act, 1956.
DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956 the Board of Directors of the Company hereby confirms that:
a) The applicable Accounting Standards have been followed and no
material departures have been made from the same;
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 ended on 31st March,
2014 and of the profits of the Company for that period;
c) The Directors had 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.
STATUTORY AUDITORS:
M/s. Agarwal Desai & Shah, Chartered Accountants, Mumbai (having FRN
124850W), the Statutory Auditors of your Company hold such office upto
the conclusion of the ensuing Annual General Meeting and are eligible
for re- appointment. The Company has received a letter from them to the
effect that they are willing to continue as Statutory Auditors and if
re-appointed, their re-appointment would be within the limits
prescribed under Section 139 of the Companies Act, 2013 and they
satisfy the criteria as provided under Section 141 of the Act.
Your Directors recommend the re-appointment of M/s. Agarwal Desai &
Shah, Chartered Accountants, Mumbai as Statutory Auditors of the
Company to hold office from the conclusion of the ensuing Annual
General Meeting upto the conclusion of next Annual General Meeting of
the Company and to audit financial statements for the financial year
2014-2015.
STOCK EXCHANGES:
The Company's shares are listed at BSE Limited and Ahmedabad Stock
Exchange Limited and the Annual Listing Fees for the year 2014-2015 has
been paid to BSE Limited.
CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement entered into with
various Stock Exchanges, the following have been made a part of the
Annual Report and are annexed to this report:
Management Discussion and Analysis Report
Corporate Governance Report
Certificate regarding compliance of conditions of Corporate
Governance.
PARTICULARS OF EMPLOYEES:
No employee was in receipt of remuneration exceeding the limits as
prescribed under the provisions of Section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975, as amended; hence no such particulars are furnished.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Considering the nature of business activities carried out by the
Company, your directors have nothing to report regarding Conservation
of Energy Research and Development and Technology Absorption as
required under Section 217(1)(e) of the Companies Act, 1956 read with
the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules 1988. However, the Company makes its best efforts for
conservation of energy.
ACKNOWLEDGMENT:
Your Directors wish to place on record their gratitude and deep
appreciation for the continued support and co- operation received by
the Company from the Shareholders, Bankers, Government Authorities,
Business Associates and Employees and look forward for their continued
support in the future as well.
For and on behalf of the Board of Directors
Place: Mumbai Pikesh Sharma
Date : 27th August, 2014 Chairman & Managing Director
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