To,
The Members of 3B FILMS LIMITED
(Formerly known as 3B Films Private Limited)
Sf 220 Pancham Icon, Besides D-Mart, Vasna Road Vadodara - 390007
Gujarat
Your Directors have pleasure in presenting the 9th Annual Report of
your Company together with the Audited Statement of Accounts and the Auditors? Report
of your company for the financial year ended, 31st March, 2024.
FINANCIAL SUMMARY AND HIGHLIGHTS (Amount in 000)
Particulars |
Current year |
Previous Year |
Revenue from
Operations |
757488.50 |
717989.74 |
Other Income |
6490.09 |
12230.07 |
Profit/loss before
Depreciation, Finance Costs, Exceptional items and Tax Expense |
763978.59 |
730219.81 |
Less:
Depreciation/ Amortization/ Impairment |
31169.23 |
32671.03 |
Profit /loss
before Finance Costs, Exceptional items and Tax Expense |
732809.36 |
697548.78 |
Less: Finance
Costs |
67616.95 |
63178.06 |
Less: Other
Operating & Non-Operating Expenses |
607382.86 |
619296.56 |
Profit/loss before
Exceptional items and Tax Expense |
57809.55 |
15074.17 |
Add/(less):
Exceptional items |
- |
- |
Profit/loss before
Tax Expense |
57809.55 |
15074.17 |
Less: Tax Expense |
Current Tax |
- |
- |
| Deferred Tax |
6375.00 |
9516.80 |
Profit /loss for the
year (1) |
51434.55 |
5557.37 |
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES
ACT. 2013
The Company has transferred INR 51434.55 Thousand under the head of
Reserve and Surplus Account. The Reserve and Surplus Account as on 31st March,
2024, stood at INR 25475.68 Thousand as compared to INR (25958.87) Thousand as on 31st
March, 2023.
FINAL DIVIDEND
The Board of Directors of your company, after considering holistically
the relevant circumstances, has decided that it would be prudent, not to recommend any
Dividend for the year under review.
INTERIM DIVIDEND
The Board of Directors of your company, after considering holistically
the relevant circumstances, has decided that it would be prudent, not to recommend any
Interim Dividend for the year under review.
STATE OF COMPANY?S AFFAIRS
i |
Segment-wise position of
business and its operations |
During the year under review,
the total Income of the Company was I NR 757488.50 Thousand against INR 717989.74 Thousand
in the previous year which shows the increase in revenue by INR 39,498.76 Thousand. During
the period, The Company has earned a Profit after tax of INR 51434.55 Thousand compared to
INR 5557.37 thousand in the previous year. |
ii |
Change in status of the company |
Company has not changed its
status during the financial year. |
iii |
Key business developments |
None |
iv |
Change in the financial year |
None |
V |
Capital expenditure programmes |
None |
vi |
Details and status of
acquisition, merger, expansion, modernization and diversification |
None |
vii |
Developments, acquisition and
assignment of material Intellectual Property Riqhts |
None |
viii |
Any other material event having
an impact on the affairs of the company |
None |
MATERIAL CHANGES AND COMMITMENTS
Following material changes and commitments have occurred between the
end of the financial year to which the financial statements relate and the date of this
Report;
(i) The Company has received ISIN connectivity for its equity shares
from NSDL and CDSL and the ISIN of the company is: INE0TE101010.
(ii) Company has been converted from Private Limited to Public Limited
with effect from 20.06.2024.
(iii) The Company has accorded the approval from the shareholders on
01.07.2024 for an initial public offer of equity shares up to 37,70,000 (Thirty Seven
Lakhs Seventy Thousand Only) equity shares as fresh issues of equity shares and up to
32,00,000 (Thirty Two Lakhs) equity shares as an offer for sale of equity shares. However
your company is yet to file the offer documents with regulators.
DETAILS OF REVISION OF FINANCIAL STATEMENT OR ANNUAL REPORT
No revision of the financial statement or Annual report has been
accorded during Financial Year 2023-24 for any of the three Preceding financial years.
SHARE CAPITAL STRUCTURE OF THE COMPANY:
a) Authorized Capital:
Rs. 230000000/- (Rs. Twenty Three Crore Only (in words)) divided into
23000000 Equity Shares of Rs. 10 /- each.
b) Issued Capital:
Rs. 212200000/- (Rs. Twenty One Crore Twenty Two Lac Only (in words))
divided into 21220000 Equity Shares of Rs. 10 /- each.
c) Subscribed and Paid-up Capital:
Rs. 212200000/- (Rs. Twenty One Crore Twenty Two Lac Only (in words))
divided into 21220000 Equity Shares of Rs. 10 /- each.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore, there were no funds which were required to be
transferred to Investor Education and Protection Fund (IEPF).
BOARD OF DIRECTORS
The board of directors of the company duly constituted. Following
Changes have been made during the year.
1. Mr. Shubham Girishbhai Barot has been resigned from the Company
Secretary of the Company with effect from 01/02/2024.
2. Ms. Janki Raj has been appointed as the Company Secretary of the
Company with effect from 01/02/2024.
3. Mr. Dhaval Maheshbhai Panchal as a Chief Financial Officer (CFO) of
the Company with effect from 01/02/2024.
4. Mr. Dishank Nitin Babariya (DIN: 10499582) has been appointed as an
Whole time director with effect from 22/02/2024.
5. Mr. Abhishek lleshkumar Shah (DIN: 10048431) has been appointed as
an Independent Director with effect from 22/02/2024.
6. Ms. Drashti Laxmikant Solanki (DIN: 10136197) has been appointed as
an Independent Director with effect from 22/02/2024.
7. Mr. Chintan Hemantkumar Joshi (DIN: 10513766) has been appointed as
an Independent Director with effect from 22/02/2024.
8. Mrs. Gulabben Nitin Babariya (DIN: 06975120) has been resigned from
the Director with effect from 22/02/2024.
9. Mr. Ashokbhai Dhanjibhai Babariya (DIN: 03363509) has been appointed
as Chairman and Managing Director with effect from 22/02/2024.
APPOINTMENT OF INDEPENDENT DIRECTORS IN THE BOARD AND DECLARATION UNDER
SECTION 149(6)
The Board of Directors of the Company hereby confirms that all the
Independent directors duly appointed by the Company have given the declaration and they
meets the criteria of independence as provided under section 149(6) of the Companies Act,
2013.
COMPOSITION OF AUDIT COMMITTEE
The provision of section 177 relating to Audit committee is not
applicable on the company. CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE
The provisions of Section 178(1) relating to constitution of Nomination
and Remuneration Committee are not applicable to the Company and hence the Company has not
devised any policy relating to appointment of Directors, payment of Managerial
remuneration, Directors qualifications, positive attributes, independence of Directors and
other related matters as provided under Section 178(3) of the Companies Act, 2013.
MEETINGS OF THE BOARD OF DIRECTORS
The following Meetings of the Board of Directors were held during the
Financial Year 2023-24:
SN |
Date of Meeting |
Board Strength |
No. of Directors Present |
1 |
06/04/2023 |
4 |
4 |
2 |
29/04/2023 |
4 |
4 |
3 |
16/06/2023 |
4 |
4 |
4 |
01/07/2023 |
3 |
3 |
5 |
21/08/2023 |
3 |
3 |
6 |
30/09/2023 |
3 |
3 |
7 |
30/10/2023 |
3 |
3 |
8 |
03/11/2023 |
3 |
3 |
9 |
01/12/2023 |
4 |
4 |
10 |
16/01/2024 |
4 |
4 |
11 |
27/01/2024 |
4 |
4 |
12 |
22/02/2024 |
8 |
8 |
13 |
28/02/2024 |
8 |
8 |
PRESENCE/ATTENDANCE OF DIRECTORS IN THE MEETINGS
SN |
Name of Director |
Board Meeting |
Committee Meeting |
AGM |
| No of Meeting held |
No of Meeting attended |
% |
No of Meeting held |
No of Meeting attended |
% |
1 |
GULABBEN NITIN BABARIYA |
13 |
11 |
84.
62 |
0 |
0 |
0 |
Yes |
2 |
MUKESH DHANJIBHAI BABARIYA |
13 |
13 |
100
.00 |
0 |
0 |
0 |
Yes |
3 |
ASHOKBHAI DHANJIBHAI BABARIYA |
13 |
13 |
100
.00 |
0 |
0 |
0 |
Yes |
4 |
KUNAL MULJIBHAI DESAI |
13 |
3 |
23.
08 |
0 |
0 |
0 |
NA |
5 |
SHUBHAM GIRISHBHAI BAROT |
13 |
3 |
23.
08 |
0 |
0 |
0 |
NA |
6 |
CHINTAN
HEMANTKUMARJOSHI |
13 |
2 |
15.
38 |
0 |
0 |
0 |
NA |
7 |
DISHANK NITIN BABARIYA |
13 |
2 |
15.
38 |
0 |
0 |
0 |
NA |
8 |
DRASHTI LAXMIKANT SOLANKI |
13 |
2 |
15.
38 |
0 |
0 |
0 |
NA |
9 |
ABHISHEK ILESHKUMAR SHAH |
13 |
2 |
15.
38 |
0 |
0 |
0 |
NA |
10 |
JANKI RAJ |
13 |
2 |
15.
38 |
0 |
0 |
0 |
NA |
11 |
PANCHAL DHAVAL MAHESHBHAI |
13 |
2 |
15.
38 |
0 |
0 |
0 |
NA |
BOARD EVALUATION
The provision of section 134(3)(p) relating to board evaluation is not
applicable on the company.
PARTICULARS OF EMPLOYEES
Provision related to the particulars of the employees employed by the
company falling within Section
197 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel)
Rules, 2014 is not applicable to the Company.
DIRECTORS? RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of
Directors of the Company confirms that-
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
(b) The directors had 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 of the profit and loss 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 had prepared the annual accounts on a going concern
basis; and
(e) Company being an listed/unlisted company, the said para is
applicable and complied accordingly / not applicable.
(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.
INTERNAL FINANCIAL CONTROLS
As per amended exemption notification for the private company under
section 462 of the Companies Act 2013, there is no as such obligation on the Company to
setup an Internal Financial Control system in the company.
REPORTING OF FRAUDS BY AUDITORS
For the Financial year 2023-24, the Statutory Auditor has not reported
any instances of frauds committed in the Company by its Officers or Employees.
INFORMATION ABOUT SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANY
Company does not have any Subsidiary, Joint venture or Associate
Company.
DEPOSITS
The company has not accepted deposits from public within the meaning of
Section 73 of the Companies Act, 2013. Flowever, the company has accepted unsecured loan
from its directors and relative of directors under sub rule 1 clause (C) sub clause (Viii)
of rule 2 of Companies (Acceptance of Deposits) Rules 2014.
LOANS. GUARANTEES AND INVESTMENTS
The Company has not made / given / advanced any Loan, Guarantee and
Investment during the financial year covered under section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm?s length basis and were in the ordinary course of
business. There are no materially significant related party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of the Company. Particulars of
Transactions with Related party with noted on accounts forming part of the Financial
Statements.
Further all the necessary details of transaction entered with the
related parties as defined under Section 188 of the Companies Act, as defined under
Section 2 (76) of the said Act are attached herewith in form no. AOC-2 as Annexure A for
your kind perusal and information.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the Financial Year 2023-24, The Company does not meet the
criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 so there is no requirement to constitution of Corporate
Social Responsibility Committee.
However, the net profit of the Financial Year 2023-24 exceed the
prescribed limit stipulated under Section 135 of Companies Act, 2013. Hence, the provision
of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 shall be applicable in the financial year 2024-25.
ENERGY CONSERVATION. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information on conservation of Energy, Technology absorption, Foreign
Exchange earnings and outgo required to be disclosed under Section 134 of the Companies
Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:
PARTICULARS |
REMARKS |
A) CONSERVATION OF ENERGY: |
|
> the steps taken or impact
on conservation of energy; |
The Corporation is
taking due care for using electricity in the office and its branches. The Corporation
usually takes care for optimum utilization of energy. No capital investment on energy
Conservation equipment made during the financial year. |
> the steps taken by the
company for utilizing alternate sources of energy; |
> the capital investment on
energy conservation equipments; |
B) TECHNOLOGY ABSORPTION: |
|
> the efforts made towards
technology absorption; |
Company is working on process
development to improve production efficiency and yield for the existing products. |
> the benefits derived like
product improvement, cost reduction, product development or import substitution; |
Would help in reduction of
manufacturing cost. |
> in case of imported
technology (imported during the last three years reckoned from the beginning of the
financial year)- |
|
(a) the details of technology
imported: |
The Company has imported FISE
- 3 Heat Sealer M/c machinery. |
(b) the year of import; |
2021 |
(c) whether the technology
been fully absorbed; |
Yes |
(d) if not fully absorbed,
areas where absorption has not taken place, and the reasons thereof; Not applicable since
5 years period is over |
NA |
> the expenditure incurred
son Research and Development |
None |
(c) FOREIGN EXCHANGE EARNINGS
AND OU |
TGO: |
> The Foreign Exchange
earned in terms of actual inflows during the year and the Foreign Exchange outgo during
the year in terms of actual outflows |
Foreign Exchange earned: Rs.
21,75,44,630/- Foreign Exchange outgo: NIL |
RISK MANAGEMENT
Risks are events, situations or circumstances which may lead to
negative consequences on the Company?s businesses. Risk management is a structured
approach to manage uncertainty. A formal enterprise wide approach to Risk Management is
being adopted by the Company and key risks will now be managed within a unitary framework.
As a formal roll-out, all business divisions and corporate functions will embrace Risk
Management Policy and Guidelines, and make use of these in their decision making. Key
business risks and their mitigation are considered in the annual/strategic business plans
and in periodic management reviews. The risk management process in our multi- business,
multi-site operations, over the period of time will become embedded into the
Company?s business systems and processes, such that our responses to risks remain
current and dynamic.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism / Whistle Blower Policy
to deal with instances of fraud and mismanagement, if any. The Policy has a systematic
mechanism for directors and employees to report concerns about unethical behavior, actual
or suspected fraud or violation of the Company?s Code of Conduct or policy.
REGULATORY ACTION
There are no significant and material orders passed by the regulators
or courts or Tribunals that could impact the going concern status and operations of the
company in future.
STATUTORY AUDITORS AND THEIR REPORT
At the Annual General Meeting held on 30/09/2022, M/s. V U S A &
ASSCOIATES LLP, Chartered Accountants (FRN No. 145378W) was appointed as statutory
auditors of the company to hold office till the conclusion of the Annual General Meeting
to be held in the calendar year 2027.
However, M/s. V U S A & ASSCOIATES LLP, Chartered Accountants (FRN
No. 145378W) has resigned as Statutory of the company with effect from 27.06.2024 and the
board of directors has recommended to appoint M/s. A O Mittal & Associates, Chartered
Accountants from Vadodara to fill the casual vacancy caused due to resignation of M/s. V U
S A & Associates LLP, Chartered Accountants (FRN.: 0145378W) for the Financial Year
2024-25 forthcoming Annual General Meeting and being eligible offer themselves for
re-appointment until the conclusion of (14th of AGM) Annual General Meeting of
the company to be held in the Year 2029.
Company has received certificate from the Auditors to the effect they
are not disqualified to continue as statutory auditors under the provisions of applicable
laws.
There are no observations (including any qualification, reservation,
adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any
explanation from the Directors. Further, the notes to accounts referred to in the
Auditor?s Report are self-explanatory.
SECRETARIAL AUDITORS
The Secretarial Audit is not applicable on the company as it is not
covered under the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
COST RECORDS
The Company is required to maintain cost records as specified by
Central Government under section 148(1) of the Companies Act, 2013 and accordingly such
accounts and records are made and maintained by the Company.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY
AND BANKRUPTCY CODE. 2016 (IBC)
No such process initiated during the period under review under the
Insolvency and Bankruptcy Code, 2016 (IBC)
ANNUAL RETURN
As per MCA vide Notification dated 05.03.2021 The Extract of Annual
Return as required under section 92(3) of the Companies Act, 2013 in Form MGT-9 is not
required to be prepared from Financial Year 2020-21 onwards hence not applicable.
The Copy of Annual Return as required under section 134(3) of the
Companies Act, 2013, is available on Company?s website i.e. www.3bfilms.com for the
kind perusal and information.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
Your Directors state that during the year under review, there were no
cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressai) Act, 2013.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company takes pride in the commitment, competence and dedication of
its employees in all areas of the business. The Company has a structured induction process
at all locations and management development programs to upgrade skills of managers.
Objective appraisal systems based on key result areas (KRAs) are in place for senior
management staff.
The Company is committed to nurturing, enhancing and retaining its top
talent through superior learning and organizational development. This is a part of our
Corporate HR function and is a critical pillar to support the organization?s growth.
HEALTH. SAFETY AND ENVIRONMENT PROTECTION
Company?s Health and Safety Policy commits to comply with
applicable legal and other requirements connected with occupational Health, Safety and
Environment matters and provide a healthy and safe work environment to all employees of
the Company.
SECRETARIAL STANDARDS
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Board and General Meetings of the Company.
APPRECIATION AND ACKNOWLEDGEMENT
Your Directors place on record their deep appreciation to employees at
all levels for their hard work, dedication and commitment. The Board places on record its
appreciation for the support and cooperation, your company has been receiving from its
Suppliers, Retailers, Dealers & Distributors and others associated with the Company.
The Directors also take this opportunity to thank all Clients, Vendors, Banks, Government
and Regulatory Authorities for their continued support.
Date |
07/09/2024 |
Place |
Vadodara |
|