To,
The Members,
Baba Arts Limited
Your Company's Board of Directors ("Board") is pleased to present the
Twenty Fifth Annual Report of Baba Arts Limited
st
("Company") for the nancial year ended 31 March, 2024.
In Compliance with the applicable provisions of the Companies Act, 2013, (including any
statutory modi cation(s) or re-enactment(s) thereof, for time being in force) ("the
Act") and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this
report covers the nancial results and other
st st
developments during the nancial year ended 31 March, 2024 and up to the date of Board
Meeting held on 21 May, 2024 to approve this report, in respect of Baba Arts Limited.
FINANCIAL RESULTS
(Rs. in Lakhs)
Particulars |
March 31, 2024 |
March 31, 2023 |
|
As per IND AS |
| Revenue from Operations |
1146.18 |
278.75 |
| Other Income |
101.65 |
103.78 |
Total Income |
1247.83 |
382.53 |
| Total Expenditure |
975.51 |
249.29 |
Pro t Before Tax |
272.32 |
133.24 |
| Less: Tax Expenses |
|
|
| Current Tax |
68.30 |
36.03 |
| Prior Period Taxes |
7.75 |
(5.44) |
| Deferred Tax |
(1.15) |
0.44 |
Net Pro t /(Loss) for the Year |
197.42 |
102.21 |
DIVIDEND
In order to strengthen the reserves of the Company, your directors consider it
prudent to plough back the pro ts and not to recommend any dividend for the nancial year
2023-24.
REVIEW OF OPERATIONS
During the year under review, Income from Operations was Rs.1146.18 Lakhs as
compared to Rs.278.75 Lakhs in the previous year. The operating pro t during the year was
higher at Rs.272.32 Lakhs as against Rs.133.24 Lakhs in the previous year. After providing
for current tax of Rs.68.30 Lakhs (previous year Rs.36.03 Lakhs), recognition of Deferred
Tax Assets of Rs.1.15 Lakhs (previous year Deferred Tax Liability of Rs.0.44 Lakhs), and
Prior Tax adjustments of Rs.7.75 Lakhs (previous year Rs. (5.44) Lakhs), the net pro t
after tax for the year of Rs.197.42 Lakhs vis-a-vis Rs.102.21 Lakhs in the previous year.
Other Comprehensive Income for the year was Rs.0.85 Lakhs (previous year Other
Comprehensive Expense Rs.0.70 Lakhs) and Total Comprehensive Income for the year was
Rs.198.26 Lakhs compared to Rs.101.51 Lakhs in the previous year.
TRANSFER TO RESERVES
Your directors have proposed not to transfer any amount to reserves.
CHANGES IN NATURE OF BUSINESS, IF ANY
During the year under review there was no change in nature of business.
MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT
There have been no material changes and commitments, a ecting the nancial position of
the Company, which have occurred between the end of the nancial year of the Company to
which the nancial statements relate and the date of signing of this report.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
DIRECTORS
Mr. Santosh A. Shah (DIN 01259840) and Mr. Sanjiv L. Hinduja (DIN 00040858) have
completed their two consecutive terms of their appointment and they retired as Independent
Directors of the Company w.e.f. close of business hours on
st
31 March, 2024.
The Board of Directors has placed on record its deep appreciation of valuable guidance
provided by them during their very long tenure on the Board.
During the year, on the recommendation of the Nomination Remuneration Committee and
pursuant to Special Resolution passed by the members of the Company only through Postal
Ballot E-Voting, Mr. Hasmukh Shah (DIN 00150891), Mr. Shekhar Mennon (DIN 02262964) and
Mr. Hemraj Chheda (DIN 00113766) were appointed as
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Independent Directors of the Company for a rst term of ve consecutive years with e ect
from 1 April, 2024.
Re-appointment of Director retiring by rotation:
In terms of Section 152 of the Companies Act, 2013, Mr. Gordhan P. Tanwani (DIN
00040942), Managing Director, retires by rotation at the forthcoming Annual General
Meeting and is eligible for re-appointment. Mr. Gordhan P. Tanwani has con rmed that he is
not disquali ed for appointment as director under Section 164 of the Act and has o ered
himself for reappointment.
The necessary resolution for re-appointment of Mr. Gordhan P. Tanwani forms part of
the notice convening the
th th th
25 Annual General Meeting ("25 AGM") scheduled to be held on
Wednesday, the 18 September, 2024.
A brief resume of Mr. Gordhan P. Tanwani along with the nature of his expertise,
shareholding in your Company and other
th
details as stipulated under Regulation 36(3) of the Listing Regulations is given in the
notice convening the 25 AGM.
KEY MANAGERIAL PERSONNEL
Mr. Gordhan P. Tanwani, Chairman & Managing Director, Mr. Nikhil G. Tanwani,
Whole Time Director, Mr. Ajay D. Acharya, Chief Financial O cer and Mr. Naishadh H.
Mankad, Company Secretary & Compliance O cer continue to be Key Managerial Personnel
(KMP) of the Company in compliance with the requirements of Section 203 of the Companies
Act, 2013.
INDEPENDENT DIRECTORS
As on 31 March, 2024, Mr. Santosh A. Shah and Mr. Sanjiv L. Hinduja were independent
directors of the Company and
they ceased to be independent directors w.e.f. close of business hours on 31 March,
2024 consequent upon completion of their second consecutive term of 5 years.
The members of the Company have appointed Mr. Hasmukh Shah (DIN 00150891), Mr. Shekhar
Mennon (DIN02262964) and Mr. Hemraj Chheda (DIN 00113766) as independent directors w.e.f.
1 April, 2024 for the rst term of 5 years and they are not liable to retire by rotation.
Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received
declarations from all independent directors con rming that they meet the criteria of
independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations and are independent of the management.
In terms of Regulation 25(8) of the Listing Regulations, the independent directors have
con rmed that they are not aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgement and without any external in uence. The
board of directors of the Company has taken on record the declaration and con rmation
submitted by the independent directors after undertaking due assessment of the veracity of
the same.
The board is of the opinion that the independent directors of the Company possess
requisite quali cations, experience and expertise in the elds of Legal, Accounts and
Finance, Governance etc. and that they hold highest standards of integrity.
The independent directors of the Company have con rmed that they have enrolled
themselves in the Independent Directors' Databank maintained with the Indian Institute of
Corporate A airs ('IICA') in terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment & Quali cation of Directors) Rules, 2014. Except Mr. Hasmukh
Shah all other independent directors are exempt from the requirement to undertake the
online pro ciency self-assessment test conducted by IICA. Mr. Hasmukh Shah shall undertake
the online pro ciency self-assessment test conducted by IICA within 2 years from the date
of his enrollment in the Independent Directors' Databank with IICA.
FAMILIARISATION PROGRAMME
The Company has put in place an induction and familiarization programme for all its
directors including independent directors so as to acquaint themselves with the nature of
the industry in which the Company operates. The directors are periodically advised about
the changes e ected in the Corporate Laws, Listing Regulations, Taxation Laws and other
statutes applicable to the Company, with regard to their roles, rights and
responsibilities as director of the Company. The familiarization programme for independent
directors is uploaded on the web site of the Company in terms of the provisions of
Regulation 46(2)(I) of the Listing Regulations.
ANNUAL EVALUATION OF BOARD
Pursuant to Regulation 17 of the Listing Regulations read with Section 134 (3)(p)
of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, annual evaluation of
the performance of the board, its committees and of individual directors has been made
during the year under review. To facilitate the evaluation process, the Nomination &
Remuneration Committee of the board has laid down the evaluation criteria for the
performance of Executive/Non-Executive / Independent Directors through a board e
ectiveness survey. A questionnaire of the survey is designed with the objective of
reviewing the functioning and e ectiveness of the board. Each board member (other than the
director being evaluated) is requested to evaluate the e ectiveness of the members of the
board on the basis of information ow, decision making of the directors, relationship to
stakeholders, Company performance, Company strategy, and the e ectiveness of the whole
board and its various committees on a scale of one to ve.
Evaluation of independent directors is done on the basis of their role in governance,
control and guidance and more particularly their performance in the following areas:
Their contribution towards monitoring the Company's corporate governance practice
Their participation in formulating business strategies and
Their participation in board and committee meetings and generally ful lling their
obligations and duciary responsibilities as directors of the Company.
BOARD AND COMMITTEES
NUMBER OF MEETINGS OF BOARD
The board met four times during the year, details of which are given in the Corporate
Governance Report that forms part of this annual report. The intervening gap between the
meetings was within the limit prescribed under the Act and the Listing Regulations.
COMMITTEES OF BOARD
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As on 31 March, 2024 the board had 3 (Three) Committees - the Audit Committee, the
Nomination & Remuneration Committee and the Stakeholders Relationship Committee.
A detailed note on the composition of board and its committees and the number of
meetings held and attendance of directors at such meetings is provided in the Corporate
Governance Report, which forms part of the Annual Report.
POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION
The Company's Policy on Appointment of Directors & Remuneration is available on
the Website of the Company https://babaartslimited.com/wp-content/uploads/13.-Nomination-and-Remuneration-Policy-NHM.pdf.
The Policy on Remuneration and other matters provided in Section 178(3) of the Act has
been disclosed in the Corporate Governance Report, which is a part of this report.
RISK MANAGEMENT POLICY
The Board of Directors of your Company periodically assesses the risk in the
internal and external business environment and takes necessary steps to mitigate the said
risks. The Company has an adequate risk management plan in place which is reviewed at
regular intervals by the Board.
VIGIL MECHANISM /WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy, to provide a formal vigil
mechanism to the directors and employees to report their concerns about unethical
behavior, actual or suspected fraud or violation of the Company's Code of Conduct or
Ethics Policy. The policy provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provides for direct access to the
Chairperson of the audit committee. It is a rmed that no personnel of the Company have
been denied access to the audit committee.
The Company's Whistle Blower Policy is available on the Website of the Company https://babaartslimited.com/wp-content/uploads/6.Whistle-Blower-Policy.pdf
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUTGO: The details of conservation of energy, technology absorption, foreign exchange
earnings and outgo are as follows:
(A) Conservation of energy:
Sr. No. Particulars |
Details |
| I the steps taken or impact on conservation of energy |
Your Company's activities do not require substantial energy consumption.
However, the Company continues to lay emphasis on reducing energy consumption by
constantly monitoring the consumption and taking steps to reduce wasteful use of energy.
Employees are trained to switch o computers, air conditioners and lights when not
required. |
| II the steps taken by the company for utilizing alternate sources of
energy. |
Not applicable, in view of comments in clause (i) |
| III the capital investment on energy conservation equipments |
Not applicable, in view of comments in clause (i) |
(B) Technology absorption:
Sr. No. Particulars |
Details |
| I the e ort made towards technology absorption |
The Company does not have any imported technology. |
| II the bene ts derived like product improvement, cost reduction, product
development or import substitution |
N.A. |
| III in case of imported technology (imported during the last three years
reckoned from the beginning of the nancial year) |
N.A. |
| a) the details of technology imported |
|
| b) the year of import; |
|
| c) whether the technology has been fully absorbed |
|
| d) if not fully absorbed, areas where absorption has not taken place, and
the reasons thereof |
|
| IV the expenditure incurred on Research and Development |
Nil |
(C) Foreign Exchange Earnings and Outgo:
Foreign Exchange Earning during the year was Rs. 27.24 Lakhs (Previous Year Rs. 70.52
Lakhs) and Foreign Exchange outgo during the year under review was Rs. Nil (Previous Year
Rs.6.03 Lakhs)
Export E orts
The Company is engaged in providing post production services to entertainment industry
in its post production studio and creating content for Television and Digital Media where
there is not much scope for exports. However, the Company has earned some export income by
way of share of advertisement revenue through monetization of content on various digital
channels like You Tube, Facebook etc.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There were no orders passed by regulators or courts or tribunals impacting the going
concern status and Company's operations in future.
DETAILS IN RESPECT OF ADEQUECY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:
The Company has in place adequate internal nancial controls with reference to
nancial statements.
The Internal Auditors continuously monitor the e ciency of the internal
controls/compliance with the objective of providing to audit committee and the board of
directors, an independent, objective and reasonable assurance of the adequacy and e
ectiveness of the organization's risk management, control and governance processes. This
system of internal control facilitates e ective compliance of Section 138 of the Act and
the Listing Regulations.
During the year, such controls were tested and no reportable material weakness in the
design or operation was observed.
MAINTENANCE OF COST RECORDS
Maintenance of Cost Records as speci ed by the Central Government under Section 148(1)
of the Act, is not applicable to the Company.
AUDITORS
Statutory Auditor
M/s. M M Nissim & Co LLP are the Statutory Auditors of the Company who were
appointed for a period of ve years in
rd th
the 23 Annual General Meeting held on 20 September, 2022 and they hold o ce up to the
conclusion of the
th
28 Annual General Meeting of the Company without any further rati cation by the
shareholders of the Company. M/s. M M Nissim & Co LLP, have con rmed that they are not
disquali ed to hold the o ce of the Statutory Auditor.
There are no quali cations, reservations or adverse remarks made by M/s. M M Nissim
& Co LLP, Statutory Auditors,
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in their report for the Financial Year ended 31 March, 2024.
Pursuant to provisions of Section 143(12) of the Act, the Statutory Auditors have
not reported any incident of fraud to the Audit Committee of the Company during the year
under review.
Internal Auditor
Pursuant to Section 138 of the Act, the Board of Directors of the Company has
appointed M/s. SCA & Associates, Chartered Accountants as the internal auditors of the
Company for the nancial year 2024-25.
The audit committee of board of directors in consultation with the Internal Auditor
formulates the scope, functioning, periodicity and methodology for conducting the Internal
Audit.
ANNUAL RETURN
The Annual Return of the Company is placed on the Company's Website https://babaartslimited.com/wp-content/uploads/Form_MGT_7_BAL_2024.pdf
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An extract of the Annual Return as on 31 March, 2024, is attached in Annexure I
to this report.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company, with approval of
board, appointed M/s Dholakia & Associates LLP, Company Secretaries in whole time
practice to undertake the Secretarial Audit of the Company for the nancial year 2023-24.
The detailed report on Secretarial Audit is appended as an Annexure II to this
report. There is no quali cation, reservation or adverse remarks given by Secretarial
Auditors of the Company.
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The board at its meeting held on 21 May, 2024 has appointed M/s Dholakia &
Associates LLP, Company Secretaries in whole time practice for conducting Secretarial
Audit of the Company for the nancial year 2024-25.
Annual Secretarial Compliance Report
Even though the provisions of Regulation 24A of the Listing Regulations are not
applicable to the Company, the Company has voluntarily opted to undertake Secretarial
Compliance Audit during the year 2023-24. The annual secretarial compliance report duly
signed by Mr. Nrupang B. Dholakia, (ICSI Membership No. 10032) Designated Partner of M/s
Dholakia & Associates LLP, Company Secretaries in whole time practice has been
submitted to BSE
Limited within the stipulated time in compliance with the provisions of the Regulation
24(A) of the Listing Regulations. With reference to the observations in the Annual
Secretarial Compliance Report, the Board of Directors have to clarify that the Company has
strived to comply with the provisions of Corporate Governance on voluntary basis.
PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS
During the year under review, your Company has not given loans, guarantees,
provided securities or made investments covered under Section 186 of the Act, 2013.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A separate report on Corporate Governance is provided together with a Certi cate
from Statutory Auditors of the Company regarding compliance of conditions of Corporate
Governance as stipulated under Schedule V of the Listing Regulations.
A certi cate of the Managing Director (MD) and Chief Financial O cer (CFO) in terms of
Regulation 17(8) as speci ed in Part B of Schedule II of the Listing Regulations, inert
alia, con rming the correctness of the nancial statements and cash ow statements, adequacy
of the internal control measures and reporting of matters to the audit committee, is also
annexed.
The Management Discussion Analysis Report as required under the Listing Regulations is
presented in separate section and forms part of this Annual Report.
SEXUAL HARASSMENT
The provisions relating to constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
is not applicable to the Company as the Company is having less than 10 employees. The
Company did not receive any complaint of sexual harassment at workplace during the year
under review.
APPLICATION MADE OR PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016.
No Application was made or any proceedings is pending under the Insolvency and
Bankruptcy Code, 2016 against the Company.
DEPOSITS
Your Company has not invited / accepted any deposits from public under Section 73
to Section 76 of the Act, hence the disclosures required as per Rule 8 (5) (v) and (vi) of
the Companies (Accounts) Rules, 2014 are not applicable to your Company.
PARTICULARS OF CONTRACTS OR ARRANGMENT WITH RELATED PARTIES
All related party transactions that were entered into during the nancial year under
review were on an arm's length basis and in ordinary course of business and were in
compliance with the applicable provisions of the Act, and the Listing Regulations.
All related party transactions are placed before the Audit Committee as also before the
Board for approval at every quarterly meeting. Details of transactions with related
parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 are given in Annexure III in Form AOC -2 and forms
part of this report.
Your Company has formulated a policy on related party transactions which is also
available on Company's website at https://babaartslimited.com/wp-content/uploads/7.-POLICY-ON-RELATED-PARTY-TRANSACTIONS-NHM.pdf.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES
The provisions of the Section 135 the Act, are not applicable to the Company.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act, read with Rule 5(1), 5(2)
& 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is given in Annexure IV.
SHARE CAPITAL
The Company has only one class of shares viz. equity shares with a face value of
Re.1/- each.
ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued equity shares with di erential rights during the year
under review.
ISSUE OF SWEAT EQUITY SHARES
The Company has not issued sweat equity shares during the year under review.
ISSUE OF EMPLOYEE STOCK OPTIONS
The Company has not issued any Employee Stock Options during the year under review.
SHARE CAPITAL AUDIT
Share Capital audit as per the directives of Securities & Exchange Board of
India is being conducted on quarterly basis by M/s. Dholakia & Associates LLP, Company
Secretaries in whole time practice and the audit reports are duly forwarded to BSE Limited
where the shares of the Company are listed.
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Reporting as required by Regulation 34(2) (f) of the
Listing Regulations is not applicable to
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your Company for the nancial year ended 31 March, 2024.
GREEN INITIATIVES
Pursuant to Section 101 and 136 of the Act, the Company is sending the annual
report through electronic mode (e-mail) to all shareholders who have registered their
email addresses with the Company or with Depository to receive the annual report through
electronic mode and initiated steps to reduce consumption of paper.
The annual report is also available on the web site of the Company
https://babaartslimited.com/annual-reports/.
SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES.
The Company does not have any Subsidiary, Joint Venture and Associate Company.
SECRETARIAL STANDARDS
The Company has in place proper systems to ensure compliance with the provisions of
the applicable Secretarial Standards issued by the Institute of Company Secretaries of
India and such systems are adequate and operating e ectively. During the nancial year
under review, the Company was in compliance with Secretarial Standards i.e. SS 1 and SS 2
relating to "Meetings of Board of Directors" and "General Meetings"
respectively.
DIRECTORS' RESPONSIBILITY STATEMENT
The nancial statements are prepared in accordance with Indian Accounting Standards
(IND AS) under the historical cost convention on accrual basis except for certain nancial
instruments, which are measured at fair values, the provisions of the Companies Act,2013
and guidelines issued by SEBI. The IND AS are prescribed under Section 133 of the
Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules,
2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Accounting
Policies have been consistently applied except where a newly issued accounting standard is
initially adopted or a revision to an existing accounting standard requires a change in
the accounting policy hitherto in use.
In accordance with Section 134(5) of the Companies Act, 2013, your board of directors
con rms that:
i) In the preparation of the annual accounts, the applicable accounting standards
read with requirements set out under Schedule III to the Companies Act, 2013 have been
followed and there are no material departures from the said standards;
ii) The accounting policies have been consistently applied and reasonable and prudent
judgment and estimates have
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been made so as to give a true and fair view of the pro t of the Company for the year
ended on 31 March, 2024 and
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the state of a airs of the Company as at 31 March, 2024 as disclosed in the enclosed
accounts;
iii) Proper and su cient care has been taken for 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) The annual accounts have been prepared on a going concern basis.
v) They have laid down internal nancial controls for the Company and such nancial
controls are adequate and operating e ectively; and
vi) They have devised proper systems to ensure compliance with provisions of all
applicable laws and such systems are adequate and operating e ectively.
ACKNOWLEDGEMENT
The Board wishes to thank all the Company's customers, vendors and Company's bankers,
who have extended their continuous support to the Company.
Your directors specially thank the shareholders of the Company for having reposed their
con dence in the management of the Company and employees and technicians of the Company at
all levels for their dedicated services to the Company and the contribution made by them
towards working of the Company.
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