TO THE MEMBERS THINKINK PICTUREZ LIMITED
Your directors have pleasure in presenting the Seventeenth (17th) Annual Report of M/s
Thinkink Picturez Limited (hereinafter referred to as "the Company"), along with
the Audited Accounts of your Company for the Financial Year ended March 31, 2025. The
Financial performance of your Company during the Financial Year ended March 31, 2025; as
compared to the previous financial year are summarised below:
(Rs. in Lakhs)
Particulars |
31st March 2025 |
31st March 2024 |
Total Income |
1028.75 |
1051.68 |
Total Expenditure |
1035.80 |
704.44 |
Profit Before Taxation |
(7.05) |
347.25 |
Tax Expense |
2.41 |
96.15 |
Profit for the period |
(9.46) |
251.09 |
Brought forward from previous year |
1335.34 |
1084.25 |
Surplus carried to Balance Sheet |
1325.89 |
1335.34 |
COMPANY PERFORMANCE
Your Company has prepared the Financial Statements for the financial year ended March
31, 2025 under Sections 129, 133 and Schedule II to the Companies Act, 2013 read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended.
The Company's total income during the year stood at Rs. 1028.75 Lakhs, as compared to
Rs. 1051.68 Lakhs in the previous year. The Company incurred a net loss of Rs. 9.46 Lakhs
during the financial year, as compared to a net profit of Rs. 251.09 Lakhs in the previous
year.
DIVIDEND
In order to conserve cash and ensure liquidity for the operations for the F.Y. 2024-25,
the Directors are not recommending any dividend for the financial year 2024-25.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND AMOUNTS
PROPOSED TO CARRY TO THE RESERVES
During the year under review, no amount was required to be transferred by the Company
to the Investor Education and Protection Fund.
TRANSFER TO RESERVE
The Company has not transferred any amount out of the profit earned to reserve account
during the year under review. The entire profit earned during the year under review is
being carried forward under Profit & Loss Account.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT
During the financial year 2024-25, there were no material changes and commitments
affecting the financial position of the Company.
Apart from the information provided or disclosures made elsewhere in the Directors'
Report including Annexures thereof, there are no material changes and commitments
affecting the financial position of the Company, which occurred during the financial year
2024-25, to which these financial statements relate and till the date of this Report.
SHARE CAPITAL
• During the year under review, the Board of Directors in their meeting held on
May 27, 2024 and subsequently, Shareholders of the Company had approved, by way of Postal
Ballot, the subdivision/ split of the existing equity shares of the Company, such that 1
(One) Equity Share having face value of Rs. 5/- (Rupees Five only) each fully paid up, be
sub-divided/split into 5 (Five) Equity Shares having face value of Re. 1/- (Rupee One
only) each fully paid-up.
• During the year under review, the Board of Directors at their meeting held on
November 27, 2024 has made a rights issue of equity shares of 32,59,08,000 rights equity
shares of the face value of Re. 1/- each at a price of Rs. 1.50/- per rights equity share.
Consequently, the paid-up equity share capital of the Company stands increased to Rs.
47,40,48,000/- (Rupees Forty-Seven Crores Forty Lakhs Forty-Eight Thousand) divided into
47,40,48,000 (Forty-Seven Crores Forty Lakhs Forty-Eight Thousand) equity shares of face
value of Re. 1/- (Rupee One) each.
• During the year under review, the shareholders of the Company in the
Extraordinary General Meeting held on January 11, 2025 inter-alia accorded approval for
(i) increase in the Authorized share capital of the Company from Rs. 50,00,00,000/-
(Rupees Fifty Crores) to Rs. 1,50,00,00,000 (Rupees One Fifty Crores) and (ii) Issue of
bonus shares in the ratio 2:1 i.e. two bonus equity shares of Re. 1/- each for every
existing one equity share of Re. 1/- held as on the Record date i.e. February 05, 2025.
Pursuant to approval of the shareholders and other requisite approvals, a total of
94,80,96,000 bonus equity shares of Re. 1/- each were issued to the shareholders holding
shares as on the record date.
After the above Corporate Actions, the Authorised Share Capital stood at Rs.
1,50,00,00,000 (Rupees One Fifty Crores) divided into 1,50,00,00,000 Equity Shares of Re.
1/ each as on 31st March, 2025; and the Paid-up Share Capital of the Company stood at Rs.
1,42,21,44,000/- crores divided into 1,42,21,44,000 equity shares of Re. 1/- each.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There was no significant material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status of the Company and its operations in future.
RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company's Internal Control Systems are commensurate with the nature, size and
complexity of its business and ensure proper safeguarding of assets, maintaining proper
accounting record and providing reliable financial information. Your Company's Internal
Control ensures that all assets of the Company are safeguarded and protected, proper
prevention and detection of frauds and errors and all transactions are authorized,
recorded and reported appropriately.
Your Company has an adequate system of internal financial controls commensurate with
its size and scale of operations, procedures and policies, ensuring orderly and efficient
conduct of its business, including adherence to the Company's policies, safeguarding of
its assets, prevention and detection of frauds and errors, accuracy and completeness of
accounting records, and timely preparation of reliable financial information.
Such practice provides reasonable assurance that transactions are recorded as necessary
to permit preparation of Financial Statements in accordance with the applicable
legislations. Your Company also monitors through its Internal Audit Team the requirements
of processes in order to prevent or timely detect unauthorized acquisition, use or
disposition of the Company's Assets which could have a material effect on the Financial
Statements of the Company. The Internal Audit function is responsible to assist the Audit
Committee on an independent basis with a complete review of the risk assessments and
associated management action plans.
During the year under review, the Internal Financial Control Audit was carried out by
the Statutory Auditors, the Report of which is forming part of this Annual Report.
DEPOSITS
During the year under review, the Company has not accepted any deposit within the
meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014.
STATUTORY AUDITORS
M/s Parin Patwari & Co., Chartered Accountants (FRN: 154571W) where appointed as
the Statutory Auditors of the Company in the 16th Annual General Meeting of the Company
held on September 30, 2024 for a term of 5 (Five) years i.e. till the conclusion of the
21st Annual General Meeting. However, they tendered their resignation and expressed their
inability to act as the Statutory Auditors of the Company with effect from August 01,
2025.
To fill up this casual vacancy, the Board at its meeting held on August 01, 2025
approved the appointment of M/s Chandabhoy & Jassoobhoy (FRN: 101648W), Chartered
Accountants, Ahmedabad as the Statutory Auditors of the Company. M/s Chandabhoy &
Jassoobhoy (FRN: 101648W), Chartered Accountants, Ahmedabad, Firm Registration No. 154571W
have conveyed their consent to be appointed as the Statutory Auditors of the Company along
with a confirmation that their appointment, if made by the members, would be within the
limits prescribed under the Companies Act, 2013. Accordingly, the Audit Committee, the
Board of Directors of the Company have recommended that M/s Chandabhoy & Jassoobhoy
(FRN: 101648W), Chartered Accountants, Ahmedabad may be appointed as the Statutory Auditor
of the Company in place of retiring auditor's M/s Parin Patwari & Co., Chartered
Accountants (FRN: 154571W), from the conclusion of this Annual General Meeting till the
conclusion of the 22nd Annual General Meeting hereafter.
Accordingly, Ordinary Resolution is submitted to the meeting for the consideration and
approval of members. None of the Directors, Key Managerial Persons or their relatives, in
any way, concerned or interested in the said resolution.
SECRETARIAL AUDIT
In terms of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had
appointed Ms. Kavita Raju Joshi, Practicing Company Secretary (Certificate of Practice No.
8893), as the Secretarial Auditor for the financial year 2025-2026.
The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed
herewith as [Annexure-A] to this report.
DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any subsidiary/joint ventures/associate companies.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
a) Particulars of Conservation of Energy, Technology Absorption
The Provisions of Section 134(m) of the Act relating to conservation of energy and
technology absorption do not apply to this Company as the Company has not carried out any
manufacturing activities.
b) Foreign Exchange Earnings and Outgo
During the year under review there was no Foreign Exchange earnings & outgo.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Company has a duly constituted Board of Directors which is in compliance with the
requirements of the Companies Act, 2013, schedules thereto and rules framed there under
and also in terms of the provisions of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Articles
of Association of the Company.
a) Declaration by Independent Directors
All the Independent Directors have given a declaration that they meet the criteria of
Independence as laid down under Section 149(6) of the Companies Act, 2013 read with the
rules made there under and as per Securities and Exchange Board of India (Listing
Obligations & Disclosure Requirements) Regulations, 2015. In the opinion of the Board,
they fulfil the conditions of Independence as specified in the Act and the rules made
there under.
b) Changes in Directorship/Key Managerial Personnel during the year
During the year under review, following changes took place in the directorship of the
Company:
• Ms. Trushna Jayantbhai Solanki (DIN: 10057896) was appointed as Independent
Director of the Company with effect from April 02, 2024.
• Mr. Shravankumar Khetaram Oad (DIN: 10641869) was appointed as Independent
Director of the Company with effect from May 30, 2024.
• Mr. Bhaumik Jitendra Sampat (DIN: 08687459) resigned from the directorship of
the Company with effect from August 01, 2024.
• Mr. Amit Jagan resigned from the post of Whole Time Secretary of the Company
with effect from February 10, 2025.
• Ms. Jhanvi Harsh Mehta was appointed as Whole Time Secretary of the Company with
effect from February 10, 2025.
• Mr. Sunny Jagapatrai (DIN: 10742820) was appointed as Additional (Independent)
Director of the Company with effect from February 10, 2025.
• Mr. Shravankumar Khetaram Oad (DIN: 10641869) resigned from the directorship of
the Company with effect from February 10, 2025.
• Ms. Trushna Jayantbhai Solanki (DIN: 10057896) resigned from the directorship of
the Company with effect from March 29, 2025.
• Ms. Jaimini H Mehta (DIN: 11121905) was appointed as Additional (Independent)
Director of the Company with effect from May 29, 2025.
• Mr. Chetan Jayantilal Chauhan was appointed as the Chief Executive Officer (CEO)
of the Company with effect from May 12, 2025.
ANNUAL EVALUATION OF BOARD'S PERFORMANCE
Your Company understands the requirements of an effective Board Evaluation process and
accordingly conducts a Performance Evaluation every year in respect of the following:
i. Board of Directors as a whole;
ii. Committees of the Board of Directors;
iii. Individual Directors including the Chairman of the Board of the Directors.
In compliance with the requirements of the provisions of Section 178 of the Companies
Act, 2013, the Listing Regulations and the Guidance Note on Board Evaluation issued by
SEBI in January 2017, your Company has carried out a Performance Evaluation for the Board
/ Committees of the Board / Individual Directors including the Chairman of the Board of
Directors for the financial year ended March 31, 2025. The key objectives of conducting
the Board Evaluation were to ensure that the Board and various Committees of the Board
have appropriate composition of Directors and they have been functioning collectively to
achieve common business goals of your Company. Similarly, the key objective of conducting
performance evaluation of the Directors through individual assessment and peer assessment
was to ascertain if the Directors actively participate in Board Meetings and contribute to
achieve the common business goal of the Company.
The Directors carry out the aforesaid Performance Evaluation in a confidential manner
and provided their feedback. Duly completed feedbacks were sent to the Chairman of the
Board and the Chairman / Chairperson of the respective Committees of the Board for their
consideration. The Performance Evaluation feedback of the Chairman was sent to the
Chairperson of the Nomination and Remuneration Committee.
The Nomination and Remuneration Committee forwarded their recommendation based on such
Performance Evaluation to the Board of Directors. All the criteria of Evaluation as
envisaged in the SEBI Circular on 'Guidance Note on Board Evaluation' had been adhered to
by your Company.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
In order to encourage active participation from the Independent Directors and also to
enable them to understand the business environment of the Company, a Familiarization
Programme for the Independent Directors has been adopted and implemented.
Once appointed, the Independent Directors undergo Familiarization Programme of the
Company to familiarize them about their roles, rights and responsibilities in the Company,
nature of the industry in which the Company operates. Necessary information and supportive
documents in respect of the Company, the regulatory environment under which the Company
operates and Annual Reports of past financial years are provided to the Independent
Directors. The Independent Directors visit the Office of the Company and hold one-on-one
discussions with key Functional Heads of the Company to understand various functions which
are critical to the business performance of the Company. The Independent Directors are
also provided with financial results, internal audit findings, and other specific
documents as sought for from time to time. The Independent Directors are also made aware
of all Policies and Code of Conduct and Business Ethics adopted by the Board.
The details of the familiarization programme are available on the website of the
Company www.thinkinkpicturez.com
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
A total of Sixteen (16) Meetings of the Board of Directors of your Company were held
during the year under review. The maximum interval between two meetings did not exceed 120
days, as prescribed in the Companies Act, 2013, and in the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of
all Board/Committee Meetings are given in the Corporate Governance Report.
COMMITTEES OF THE BOARD
The Company has constituted/re-constituted various Board level committees in accordance
with the requirements of Companies Act, 2013. Details of all the Committees along with
composition and meetings held during the year under review are provided in the Corporate
Governance Report.
AUDIT COMMITTEE
The composition and terms of reference of the Audit Committee has been furnished in the
Corporate Governance Report. There have been no instances where the Board has not accepted
the recommendations of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
The composition and terms of reference of the Nomination and Remuneration Committee has
been furnished in the Corporate Governance Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The composition and terms of reference of the Stakeholders Relationship Committee has
been furnished in the Corporate Governance Report.
DIRECTORS APPOINTMENT & REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.
This policy also lays down criteria for selection and appointment of Board Members. The
details of this policy are explained and annexed as [Annexure- B] and forms an
integral part of this Report.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
Your Company has formulated a codified Whistle Blower Policy incorporating the
provisions relating to Vigil Mechanism in terms of Section 177 of the Companies Act, 2013
and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, in order to encourage Directors and Employees
of your Company to escalate to the level of the Audit Committee any issue of concerns
impacting and compromising with the interest of your Company and its stakeholders in any
way. Your Company is committed to adhere to highest possible standards of ethical, moral
and legal business conduct and to open communication and to provide necessary safeguards
for protection of employees from reprisals or victimisation, for whistle blowing in good
faith. The said Policy is available on your Company's website www.thinkinkpicturez.com.
PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
Your Company is committed to provide and promote a safe, healthy and congenial
atmosphere irrespective of gender, caste, creed or social class of the employees. Your
Company in its endeavour to provide a safe and healthy work environment for all its
employees has developed a policy to ensure zero tolerance towards verbal, physical,
psychological conduct of a sexual nature by any employee or stakeholder that directly or
indirectly harasses, disrupts or interferes with another employee's work performance or
creates an intimidating, offensive or hostile environment such that each employee can
realize his / her maximum potential.
Your Company has put in place a 'Policy on Prevention of Sexual Harassment' as per The
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Policy is meant to sensitize the employees about their fundamental right to have safe
and healthy environment at workplace. As per the Policy, any employee may report his / her
complaint to the Audit Committee and to the Board of Directors of the Company. The said
Policy is available on your Company's website www.thinkinkpicturez.com
Your Company affirms that during the year under review adequate access was provided to
complainant, if any, who wished to register a complaint under the policy.
During the year, your Company has not received any complaint on sexual harassment.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not given any Guarantees or Investments or provided security in terms
of Section 186 of the Companies Act, 2013 during the year under review, however the
company has given loan to the parties & has complied with the provision of section 186
of the Companies Act, 2013. Details of such Loans forms part of the notes to the Financial
Statements provided in this Annual Report.
RELATED PARTY TRANSACTIONS
During the financial year ended March 31, 2025; all transactions with the Related
Parties as defined under the Companies Act, 2013 read with Rules framed thereunder were in
the 'ordinary course of business' and 'at arm's length' basis. Your Company does not have
a 'Material Subsidiary' as defined under Regulation 16(1)(c) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. Your Board shall formulate a Policy to determine Material Subsidiary as and when
considered appropriate in the future.
Your Company has formulated a Policy on Related Party Transactions and the said Policy
has been uploaded on the website of the Company at www.thinkinkpicturez.com.
During the year under review, your Company did not enter into any Related Party
Transactions which require prior approval of the Members. All Related Party Transactions
of your Company had prior approval of the Audit Committee and the Board of Directors, as
required under the Listing Regulations. Subsequently, the Audit Committee and the Board
have reviewed the Related Party Transactions on a quarterly basis. During the year under
review, there has been no materially significant Related Party Transactions having
potential conflict with the interest of the Company.
Since all Related Party Transactions entered into by your Company were in the ordinary
course of business and also on an arm's length basis, therefore details required to be
provided in the prescribed Form AOC - 2 is not applicable to the Company. Necessary
disclosures have been made in the Notes to the Financial Statements for the year ended
March 31, 2025.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
EMPLOYEES:
A statement containing the details of the Remuneration of Directors, Key Managerial
Personnel (KMP) and Employees as required under Section 197(12) of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is given as [Annexure-C] forming part of this Report.
CORPORATE SOCIAL RESPONSIBILITY
The provision of Section 135 is not applicable on company. Hence during the F.Y 2024-25
under review the company has not contributed any amount on CSR activities.
COMPLIANCE WITH SECRETARIAL STANDARD ISSUED BY ICSI
The Board of Directors affirm that your Company has complied with all the applicable
provisions of Secretarial Standard on Meetings of Board of Directors (SS-1) and
Secretarial Standard on General
Meetings (SS-2), respectively issued by Institute of Company Secretaries of India
(ICSI) during the year under review.
MAINTENANCE OF COST RECORDS
The provisions of section 148 (1) of the Companies Act, 2013 for maintenance of cost
records is not applicable to the Company.
CORPORATE GOVERNANCE REPORT
Your Company has always practised sound corporate governance and takes necessary
actions at appropriate times for enhancing and meeting stakeholders' expectations while
continuing to comply with the mandatory provisions of Corporate Governance.
As per Regulation 34(3) read with Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate
section on corporate governance practices followed by the Company, together with a
certificate confirming compliance is given as [Annexure-D] and forms an integral
part of this Report.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis Report on the operations of the Company, as
required under Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is provided in a separate section as [Annexure-E] and
forms an integral part of this Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 (including any statutory
modification(s) or re-enactment(s) for the time being in force), the Directors of your
Company confirm that:
i. in the preparation of the Annual Accounts for the financial year ended March 31,
2025, the applicable Accounting Standards and Schedule III of the Companies Act, 2013
(including any statutory modification(s) or re-enactment(s) for the time being in force),
have been followed and there are no material departures from the same;
ii. 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 as at March 31, 2025 and of the profit
& loss of the Company for the Financial Year March 31, 2025;
iii. 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
(including any statutory modification(s) or re-enactment(s) for the time being in force)
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv. the annual accounts have been prepared on a 'going concern' basis;
v. proper internal financial controls laid down by the Directors were followed by your
Company and that such internal financial controls are adequate and operating effectively;
and
vi. proper systems to ensure compliance with the provisions of all applicable laws were
in place and that such systems were adequate and operating effectively.
CAUTIONARY STATEMENT
Statements in this Directors' Report and Management Discussion and Analysis Report
describing the Company's objectives, projections, estimates, expectations or predictions
may be "forward-looking statements" within the meaning of applicable securities
laws and regulations. Actual results could differ materially from those expressed or
implied. Important factors that could make difference to the Company's operations include
changes in Government regulations, Tax regimes, economic developments in India and other
ancillary factor.
APPRECIATION
Your directors wish to place on record their appreciation, for the contribution made by
the employees at all levels but for whose hard work, and support, your Company's
achievements would not have been possible. Your directors also wish to thank its
customers, dealers, agents, suppliers, investors and bankers for their continued support
and faith reposed in the Company.
|
For and on behalf of Board of Directors |
|
|
Sd/- |
Sd/- |
|
Vijay G Pujara |
Abhay Kumar Thakur |
| Place: Mumbai |
Chairman & Managing Director |
Managing Director |
| Date: 06/09/2025 |
DIN:08203972 |
DIN: 10585460 |
|