To,
The Members,
FILMCITY MEDIA LIMITED
Your directors have pleasure in presenting the 31st Annual Report of Filmcity Media
Limited ("your Company/ the Company") together with the Audited financial
statements of the year ended March 31, 2025.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
In compliance with the applicable provisions of the Companies Act, 2013, ("the
Act"), the Securities and Exchange Board of India ("SEBI") (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), this Board's Report is prepared based on the standalone financial
statements of the Company for the year under review.
The highlights of Financial Results on Standalone basis for the Financial Year ended on
March 31, 2025 are as follows:
PARTICULARS |
Year ended 31.03.2025 |
Year ended 31.03.2024 |
| Total Revenue from Operations |
124.80 |
201.03 |
| Other Income |
0.30 |
0.59 |
Total Income |
125.10 |
201.62 |
| Depreciation and Amortization Expense |
0.15 |
0.18 |
Total Expenses |
140.37 |
192.47 |
Profit (Loss) Before Tax |
(15.27) |
9.15 |
| Tax Expenses/Deferred Tax |
? |
0.03 |
Net Profit/(Loss) After Taxation |
(15.27) |
9.12 |
Note: The above figures are extracted from the Standalone Annual financial statements
of the Company as per Indian Accounting Standards (Ind AS).
OPERATIONS REVIEW- STANDALONE
Your Company has earned Income from Operation and Profit before Tax aggregated to Rs.
125.10 Lakhs and (15.27) Lacs during the current year, respectively as compared income
from operation is 201.62 Lacs and Profit/(Loss) before tax 9.15 Lacs during the previous
year.
ACCOUNTING METHOD
Company were required to comply with the Indian Accounting Standards (IND-AS) for the
preparation of the Financial Statements. Accordingly, the annual financial statements for
the year ended March 31, 2025 are prepared as per IND-AS.
STATE OF COMPANY'S AFFAIRS
The Company is engaged in the business of Film production, Distribution and Exhibition.
Detailed information on the operation of the Company and details on the state affairs of
the Company are covered in the Management Discussion and Analysis Report attached to this
Annual Report.
CHANGE IN NATURE OF BUSINESS
There was no change in the nature of business of company
TRANSFER TO RESERVES
In view of current year loss your Directors regret their inability to carry any amount
as reserves for the financial year.
DIVIDEND
The Board of Directors of the Company has not recommended any dividend on the equity
shares of the Company for the financial year 2024-2025.
SHARE CAPITAL
As on March 31, 2025, the Authorized Share Capital of the Company was Rs. 30,00,00,000.
The paid-up equity share capital of the Company as on March 31,2025 was 3,05,70,969/-
comprising of 3,05,70,969 Equity shares of Face Value of 1/- each. During the year under
review, there were no changes in capital structure of the Company.
Your Company has not issued any equity shares with differential rights as to dividends,
voting or otherwise, or any convertible securities, warrants or Sweat Equity shares. Your
Company does not have any Employee Stock Option Scheme or Employee Stock Purchase Scheme.
LISTING OF SHARES AND LISTING FEES
The equity shares of the Company are listed on BSE Limited vide Scrip Code 531486. Your
Company has paid the Annual Listing Fee up to date and there are no arrears. Further the
listing/trading suspension of equity shares of your Company were revoked by BSE Limited
w.e.f July 18, 2024. The BSE have nation-wide trading terminals and therefore provide full
liquidity to the investors.
DEPOSITS
Your Company has not accepted or invited any Deposits from the public and consequently
no Deposits have matured/become due for re-payment as on 31st March, 2025.
RISK MANAGEMENT FRAMEWORK
The Company has a robust internal business management framework to identify, evaluate
business risks and opportunities which seeks to minimize adverse impact on the business
objectives and enhance the Company's business prospects. Risk Management is an Integral
part of the Company's business strategy
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Board has pursuant to the provisions of Section 177(9) & (10) of the Companies
Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014
and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, framed "Vigil Mechanism (Whistle Blower) Policy" ("the Policy")'
to deal with instances of fraud and mismanagement, if any. This Policy has been formulated
to provide Vigil Mechanism for employees including directors of the Company to report
genuine concerns from time to time. The said policy is placed on the website of the
Company and may be accessed at a link
https://filmcitvm.com/wp-content/uploads/2025/08/policv-vigil-film.pdf
POLICIES
The Company has adopted the various policies in compliance with the provisions of SEBI
(LODR) Regulations, 2015:
1. Policy for Determination of Materiality of Disclosures.
2. Policy on Materiality of Related Party Transactions.
3. Adoption of policy on preservation of documents.
4. Adoption of archival policy.
5. Policy on determine materiality of event
6. Risk Management Policy
The details of the Policy are available on the website of the Company at
www.filmcitym.com
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
Pursuant to the provisions of section 124 of the Act read with the Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF
Rules'), (including any statutory modification(s)/reenactment(s)/ amendments(s) thereof
for the time being in force), the dividend which remains unclaimed/unpaid for a period of
seven consecutive years from the date of transfer to the unpaid dividend account of the
Company, is required to be transferred to the Investor Education and Protection Fund
('IEPF') established by the Central Government. As per the IEPF Rules, the corresponding
shares in respect of which dividend has not been paid or claimed by the members for seven
(7) consecutive years or more shall also be transferred to the dematerialized account
created by the IEPF authority within a period of thirty days of such shares becoming due
to be so transferred. Upon transfer of such shares, all benefits (like bonus, etc.), if
any, accruing on such shares shall also be credited to such Demat Account and the voting
rights on such shares shall remain frozen till the rightful owner claims the shares.
Shares which are transferred to the Demat Account of IEPF authority can be claimed back by
the shareholder from IEPF authority by following the procedure prescribed under the
aforesaid rules. Therefore, it is in the interest of shareholders to regularly claim the
dividends declared by the Company.
Members/ claimants whose shares, unclaimed dividends, have been transferred to the IEPF
Demat account / the fund, as the case may be, may claim the shares or apply for refund by
making an application to IEPF Authority in form IEPF-5 (available on www.iepf.gov.in).
The shareholders are encouraged to verify their records and claim their dividends of
the preceding seven years, if not claimed.
DEMATERILISATION OF SHARES
Your Company has connectivity with NSDL & CDSL for dematerlisation of its equity
shares. The ISIN no. INE600B01033 has been allotted for the company. Therefore, the member
and/or investors may keep their shareholding in the electronic mode with their Depository
Participates
BOARD OF DIRECTORS
The Composition of Board of Directors of the Company is in accordance with the
Companies Act, 2013 and Regulation 17 of the SEBI LODR, 2015. Our Company has an
appropriate combination of Executive, NonExecutive and Independent Directors including an
Independent Woman Director to maintain independence and efficiency of the Board in its
functions of governance and management.
Our Company's directors are highly experienced professionals in their respective
functional areas and provide directions to the management on operational issues, adoption
of systems and best practices in management and oversight of compliance of various legal
and other requirements. The members of our Board are from diverse backgrounds with
exceptional skills and experience in critical areas like Stock Market, finance,
entrepreneurship and general management. The Board reviews its strength and composition
from time to time to ensure that it remains aligned with the statutory as well as business
requirements
The Company believes that an active and well-informed Board is necessary to ensure
highest standards of corporate governance. All statutory and other significant and
material information are placed before the Board to enable it to discharge its fiduciary
duties keeping in mind the interests of all its stakeholders and the Company's corporate
governance philosophy.
The Board of Directors complies with the provisions of SEBI LODR, 2015 and Companies
Act, 2013 in regard to the meetings of the Board and Committees thereof. The Management
and Board of the Company continuously and actively supervise the arena of Corporate
Strategy, planning, external contracts and other board matters on continual basis. The
Senior Management Personnel heading separate divisions are responsible for day to day
operations of their respective divisions.
Board Composition
The Board of Directors ('Board') has an optimum combination of Executive and
Non-Executive Directors, representing a blend of professionalism, knowledge and
experience. The size and composition of the Board meet the requirements of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'). As on
March 31, 2025, the Board comprises of 5 Directors out of which 1 is Managing Director, 2
are Executive Director, 2 are Non-Executive Independent Directors. All Directors are
competent and experienced personalities in their respective fields.
Independent Directors
Your Company has appointed following 2 (Two) Independent Directors including 1 (one)
Women Director.
Ms. Priyanka Singh (DIN: 08752330)
Mr. Nitesh Singh (DIN: 08751700)
The Board further confirms that the Independent Directors also meet the criteria of
expertise, experience and integrityin terms of Rule 8 of the Companies (Accounts) Rules,
2014 (as amended).
Declaration by Independent Directors
All the Independent Directors of the Company have given declarations that they meet the
criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1
)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations") and 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 duties with an objective independent
judgment and without any external influence. The said declarations were taken on record by
the Board after assessing due veracity of the same. In the opinion of the Board, all
Independent Directors are independent of the management.
The Independent Directors neither have any pecuniary relationship or transactions with
the company, nor with the promoters, and management, which may affect independence or
judgment of the directors in any manner. The Independent Directors have confirmed that
they have registered their names in the databank maintained with the Indian Institute of
Corporate Affairs ('IICA'). The Board periodically evaluates the need for change in its
composition.
Pursuant to Rule 6 of Companies (Appointment and qualification of Directors) Rules,
2014 as amended w.e.f. December 01, 2019, all Independent Directors of the Company have
registered themselves in the Independent Directors databank maintained with the Indian
Institute of Corporate Affairs (IICA). In the opinion of the Board of Directors of the
Company, all Independent Directors possess high integrity, expertise and experience
including the proficiency required to discharge the duties and responsibilities as
Directors of the Company.
Pursuant to Section 164(2) of the Act, all the Directors have also provided annual
declarations that they have not been disqualified to act as Directors. The number of
Directorship(s), Committee Membership(s) / Chairmanship(s) of all Directors is within
respective limits prescribed under the Act and SEBI LODR, 2015 as amended from time to
time.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
Your Company has in place Familiarization Programme for the Independent Directors to
familiarize them about the Company and their role, rights and responsibilities in the
Company. At the time of appointment of a Director (including Independent Director), a
formal letter of appointment is given to them, which inter alia explains the role,
function, duties and responsibilities expected from them as Directors of the Company. The
draft letter of appointment containing terms and conditions of their appointment is
available on the website of the Company www.filmcitym.com. The Director is also explained
the compliances required from him/her under the Companies Act, 2013, Listing Regulations
and other applicable laws. The Chairman also does one to one discussion with the newly
appointed Directors to familiarize them with the Company's operations. On the request of
the individual director, site visits to plant locations are also organized by the company
for the directors to enable them to understand the operations of the Company. Further, on
an ongoing basis as a part of Agenda of Board meetings, discussions are made on various
matters inter alia covering the Company's business and operations, Industry and regulatory
updates etc. The Familiarization Programme and details of Familiarization Programme
imparted during 2024-25 are uploaded on the website of the Company www.filmcitym.com.
Key Managerial Personnel
In terms of Section 203 of the Act, the following are the Key Managerial Personnel of
the Company:
Mr. Surendra Ramkishore Gupta, Managing Director, Mr. Mohit Jain, Executive Director
cum CFO, Mrs. Kirti Vishnu Tiwari, Executive Director cum CEO and Mrs. Raksha Kumari,
Company Secretary of the Company.
Board Meetings
The Board meets at regular intervals to discuss and decide on the Company's business
policy and strategy apart from other Board business. The Board exhibits strong operational
oversight with regular presentations in quarterly meetings. if the need arises, the
Board's or Committee's approval is taken by passing resolutions through circulation or by
calling the Board / Committee meetings at a shorter notice, in accordance with the
applicable law.
The agenda for the Board and Committee meetings includes detailed notes on the items to
be discussed to enable the Directors to make an informed decision
Number of Board Meetings
During the Financial year 2024-25, Four (4) Board Meetings were held on May 14, 2024;
August 14, 2024; November 14, 2024 and February 13, 2025. The provisions of Companies Act,
2013 and SEBI (Listing Obligations and Disclosures Requirements)Regulations, 2015, were
adhered to while considering the time gap between two consecutive meetings
Board Evaluation
The Board of Directors carried out an annual evaluation of its own performance, Board
Committees, and Individual Directors in accordance with the Act, Listing Regulations, and
Governance Guidelines. The Nomination and Remuneration Committee led an internal
evaluation process to assess the performance of the Board, its committees, and individual
directors
The performance of Individual Directors was reviewed by the Board and the NRC, with
criteria such as preparedness, constructive contributions, and input in meetings. Non
Independent Directors, the Board as a whole, and the Chairman of the Company were
evaluated at a separate meeting of Independent Directors. The evaluation results were
discussed at the Board meeting, where an action plan was agreed upon.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations And
Disclosure Requirements) Regulations 2015, 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 & Remuneration and Stakeholders' Relationship
Committee.
Board Diversity
The Company recognizes and embraces the importance of a diverse board in its success.
The Company believes that a truly diverse board will leverage differences in thought,
perspective, knowledge, skill, regional and industry experience, cultural and geographical
background, age, ethnicity, race, and gender, which will help the Company to retain its
competitive advantage. The Board has adopted the Board Diversity Policy, as a part of NRC
Policy which sets out the approach to the diversity of the Board of Directors. The said
Policy is hosted on the website of the Company at www.filmcitym.com.
Promoter Re-classification
The Company had recieved reclassification request from the below mentioned persons and
further submitted an application on August 26, 2024, for reclassification of Promoters
from the “Promoter and Promoter Group” category to the “Public”
category. After completing all necessary compliances, the Company received the approval
letter No. LIST/COMP/HV/136/2025-26 dated May 06, 2025, from BSE Limited (“BSE”)
for the reclassification of the following person(s) from the “Promoter and Promoter
Group” category to the “Public” category.
Sr. No. |
Name of shareholders |
Category |
No. of shares |
Shareholding (%) |
| 1. |
Ruchika Surendra Gupta |
Promoter |
275 |
0.00 |
| 2. |
Renu Surendra Gupta |
Promoter |
0 |
0.00 |
Re-appointment of Directors retiring by rotation
Pursuant to the provision of Section 152 of the Companies Act, 2013, ("Act")
and articles of association of the Company, Mr. Mohit Jain (DIN: 09684465) Executive
Director of the Company, retires by rotation at the ensuing Annual General Meeting and
being eligible, has offer himself for re-appointment. The Board recommended his
re-appointment for consideration at the ensuing AGM. The disclosures required regarding
appointment / reappointment of Mr. Mohit Jain (DIN: 09684465) pursuant to Regulation 36(3)
of the SEBI Listing Regulations and Secretarial Standard on General Meeting issued by The
Institute of Company Secretaries of India are given in the Notice of AGM, forming part of
the Annual Report.
Pecuniary relationship or transactions with the Company
During the year under review, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company other than sitting fees,
commission, and reimbursement of expenses incurred by them for the purpose of attending
meetings of the Board/ Committee(s) of the Company.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING
QUALIFICATION, POSITIVE ATTRIBUTES, INDEPENDENCE OF DIRECTOR
The Company believes that building a diverse and inclusive culture is integral to its
success. A diverse Board, among others, will enhance the quality of decisions by utilizing
different skills, qualifications, professional experience, and knowledge of the Board
members necessary for achieving sustainable and balanced development. Accordingly, the
Company has formulated and adopted the Nomination and Remuneration Policy in accordance
with the provisions of Companies Act, 2013 read with the Rules issued thereunder and the
Listing Regulations during the financial year under review.
The said Policy of the Company, inter alia, provides that the Nomination and
Remuneration Committee shall formulate the criteria for appointment of Executive,
Non-Executive and Independent Directors on the Board of Directors of the Company and
persons in the Senior Management of the Company, their remuneration including
determination of qualifications, positive attributes, independence of directors and other
matters as provided under subsection (3) of Section 178 of the Act (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force). The
Policy also lays down broad guidelines for evaluation of performance of Board as a whole,
Committees of the Board, individual Directors including the chairperson and the
Independent Directors. The Policy encourages the appointment of women at senior executive
levels and thereby promoting diversity. The Policy is designed to attract, recruit, retain
and motivate best available talent
There was no change carried in such policy during the year under review, the web link
of the Remuneration Policy is
https://filmcitvm.com/wp-content/uploads/2024/03/NRC-Policv.pdf
The salient features of the policy are as under:
1. Criteria for appointment:
i. NRC shall identify, ascertain and consider the integrity, qualification, expertise
and experience of the person for the appointment as a Director of the Company and
recommend to the Board his / her appointment. The Directors shall uphold ethical standards
of integrity and probity and shall exercise their duties and responsibilities in the
interest of the Company.
ii. A person proposed to be appointed as Director should possess adequate
qualification, expertise and experience for the position he / she is considered for
appointment. They shall possess appropriate core skills/ expertise/ competencies/
knowledge in one or more fields of finance, law, management, and marketing and
administration, in the context of business and/or the sector in which the company
operates. The NRC has the discretion to decide whether qualifications, expertise and
experience possessed by a person are sufficient/ satisfactory for the concerned position.
iii. The Company shall comply with the provisions of the Act and Listing Regulations
and any other laws if applicable for appointment of Director of the Company. The Company
shall ensure that provisions relating to limit of maximum directorships, age, term etc.
are complied with.
2. Remuneration of the Whole Time /Executive Director(s) / Managing Director:
a. The remuneration including commission payable to the Whole Time /Executive
Director(s) / Managing Director shall be determined and recommended by the NRC to the
Board for approval.
b. While determining the remuneration of the Executive Directors, following factors
shall be considered by the NRC/ Board:
Role played by the individual in managing the Company including responding to the
challenges faced by the Company.
Individual performance and company performance so that remuneration meets appropriate
performance benchmarks.
Reflective of size of the Company, complexity of the sector/ industry/company's
operations and the Company's financial position.
3. Remuneration to Non- Executive / Independent Directors:
Sitting Fees: Independent Directors are entitled for sitting fees for attending
meetings of the Board or Committee of the Board or for any other purposes as may be
decided by the Board, of such sum as may be approved by the Board of Directors of the
Company within the overall limits prescribed under the Act and the rules made there under,
Listing regulations or other applicable law.
COMMITTEES OF THE BOARD
As required under the Act and the Listing Regulations, the Company has constituted the
following statutory committees:
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholders Relationship Committee
AUDIT COMMITTEE
The Audit Committee is duly constituted by the Board of Directors of the Company in
accordance with the requirements of Section 177 of the Companies Act, 2013 and Regulation
18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The
Audit Committee as on March 31,2025, comprises of the following directors:
Ms. Priyanka Singh, Chairperson Mr. Nitesh Singh, Member Ms. Kirti Vishnu Tiwari,
Member
During the year under review, the Board of Directors of the Company had accepted all
the recommendations of the Committee
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of Directors is duly constituted by the Board
of Directors of the Company in accordance with the requirements of Section 178 of the
Companies Act, 2013 & Regulation 19 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Nomination and Remuneration Committee as on March 31,
2025, comprises of the following directors:
Mr. Nitesh Singh, Chairperson Ms. Priyanka Singh, Member Mr. Mohit Jain, Member
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Committee looks into redressal of Shareholder's/Investors' complaints related to
transfer of shares, nonreceipt of balance sheet, non-receipt of declared dividends, among
others.
The Committee has such term of reference, role, responsibility and powers as specified
in Section 178 of the Companies Act, 2013 and in the Securities and Exchange Board of
India (Listing Obligation and Disclosure Requirements) Regulation, 2015, as amended from
time to time.
Composition of Stakeholder's Relationship committee meets the criteria laid down in
Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and
Disclosure Requirements) Regulation 2015.
Ms. Priyanka Singh, Chairperson Mr. Nitesh Singh, Garg, Member Mr. Surender R Gupta,
Member
ANNUAL EVALUATION OF BOARD PERFORMANCE AND ITS COMMITTEE AND INDIVIDUAL DIRECTORS
Criteria of performance evaluation of the Board Committees and Directors are laid down
by Nomination and Remuneration Committee (NRC) of the Company. Further, pursuant to the
provisions of Section 178(2) of the Companies Act, 2013 as amended by the Companies
(Amendment) Act, 2017, NRC decided to continue the existing method of performance
evaluation through circulation of performance evaluation sheets based on SEBI Guidance
Note dated 5th January, 2017 and that only Board should carry out performance evaluation
of the Board, its Committees and Individual Directors.
The performance evaluation sheets based on aforesaid SEBI Guidance Note, containing the
parameters of performance evaluation along with rating scale was circulated to all the
Directors. The Directors rated the performance against each criteria. Thereafter,
consolidated score was arrived. Pursuant to the provisions of the Companies Act, 2013 and
Listing Regulations, the Board has carried out performance evaluation of its own,
evaluation of working of the Committees and performance evaluation of all Directors in the
said manner. The performance of the Board, committees and individual directors was found
satisfactory.
Meeting of the Independent Directors of the Company was held on February 13, 2025 in
which Independent Directors inter-alia reviewed performance of Non-Executive Independent
Chairman and other Non-Independent Directors and the Board as a whole through performance
evaluation sheets.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
During the year under review, the Company has not provided any loans, given any
guarantee to any Body Corporate under Section 186 of the Companies Act, 2013. Further, the
Company has not made an investments under the said section of the companies act, 2013.
PREVENTION OF INSIDER TRADING
In compliance with the Securities and Exchange Board of India (Prohibition of Insider
Trading) (Amendment) Regulations, 2018 ('the PIT Regulations'), as amended from time to
time, The Board of Directors has adopted the code of "Code Of Practices &
Procedures For Fair Disclosure Of Unpublished Price Sensitive Information" under
Regulation 8(1) of the PIT Regulations. Regular presentations and updates on relevant
statutory changes encompassing important laws are made and circulated to the Directors.
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code.
The above said code have been uploaded on the website of the company and also in
accordance with the PIT Regulations. Your Company has a comprehensive Code of Conduct for
regulating, monitoring and reporting of trading by Insiders. The said Code lays down
guidelines, which advise Insiders on the procedures to be followed and disclosures to be
made in dealing with the shares of the Company and cautions them on consequences of
non-compliances.
RELATED PARTY TRANSACTIONS
The Company has a well-defined process of identification of related parties and
transactions with related parties, its approval and review process. The Policy on Related
Party Transactions as formulated by the Audit Committee and the Board is hosted on the
Company's website and can be assessed at www.filmcitym.com.
All contracts, arrangements and transactions entered by the Company with related
parties during FY 2025 (including any material modification thereof), were in the ordinary
course of business and on an arm's length basis and were carried out with prior approval
of the Audit Committee. All related party transactions that were approved by the Audit
Committee were reported to the Audit Committee. Prior approval of the Audit Committee was
obtained for the transactions which were planned and/or repetitive in nature and omnibus
approval were taken as per the policy laid down for unforeseen transactions.
The Company has put in place a Policy for Related Party Transactions ("RPT
Policy"), amended from time to time. The Policy provides for identification of
Related Party Transactions ("RPTs"), necessary approvals by the Audit Committee/
Board/Members, reporting and disclosure requirements in compliance with the Act and
provisions of the Listing Regulations
Your Company has adopted a policy on Related Party Transactions and it has been
uploaded on the Company's website at www.filmcitym.com.
HOLDING/SUBSIDIARY/ASSOCIATE/JOINT VENTURE
The Company is not having any subsidiary or associate or joint venture, it is not
required to consolidate the financial statements in terms of Section 129 of the Companies
Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014. the Company has framed
a policy for determining material subsidiaries, which can be
https://filmcitvm.com/wp-content/uploads/2024/Q3/POLICY-ON-MATERIAL-SUBSIDIARIES.pdf
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3) (c) and 134(5) of the Companies Act, 2013,
your Directors, to the best of their knowledge and belief and according to the information
and explanations obtained by them, state and confirm that:
In the preparation of the annual accounts for the year ended March 31, 2025, the
applicable accounting standards have been followed along with proper explanation relating
to material departures, if any;
such accounting policies as mentioned in the notes to the Financial Statements for the
year ended March 31,2025, have been selected and applied consistently and judgments and
estimates have been made 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 of the
Company for the year ended on that date;
proper and sufficient care has been taken 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;
the annual financial statements for the year ended March 31, 2025, have been prepared
on a going concern basis;
internal financial controls to be followed by the Company have been laid down and that
the said financial controls were adequate and were operating effectively;
Proper systems to ensure compliance with the provisions of all applicable laws have
been devised and such systems were adequate and operating effectively.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The Provision of Section 125(2) of the Companies Act, 2013 do not apply as there was no
dividend declared.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE
The Company has adopted zero tolerance for sexual harassment at the workplace and has
formulated a policy on prevention, prohibition, and redressal of sexual harassment at the
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention
and redressal of complaints of sexual harassment at workplace.
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has
constituted Internal Complaints Committee which is responsible for redressal of complaints
related to sexual harassment. During the year under review, there were no complaints
pertaining to sexual harassment.
Under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013, the constitution of ICC (Internal Complains Committee) is mandatory to the
Company as the company has More than 10 (ten) employees.
During the year under review, your Company has not received any complaint pertaining to
sexual harassment and no complaint was pending as on March 31, 2025.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Percentage increase in remuneration, ratio of remuneration of each director and key
Managerial Personnel (KMP) 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 form part of Annexure-II to this Board report
CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS
In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from
time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading
(Insider Code) as approved by the Company's Board. A copy of the code has been upload on
the Company's website at www.filmcitym.com Any Insiders (as defined in Insider Code)
including designated employees & persons and their relatives are, inter- alia,
prohibited from trading in the shares and securities of the Company or counsel any person
during any period when the "unpublished price sensitive information" are
available with them. The Insider Code also requires pre-clearance for dealing in the
Company's shares and prohibits dealing in Company's shares by the Directors and the
designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window is closed.
CORPORATE GOVERNANCE REPORT
As per the Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, issued by
the Securities Exchange Board of India and as per the Regulations 17 to 27 and clauses (b)
to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 shall not apply, in
respect of the listed entity having paid up equity share capital not exceeding rupees ten
crore and net worth not exceeding rupees twenty five crore, as on the last day of the
previous financial year. Therefore, the Company is not falling under aforesaid
applicability criteria, prescribed in SEBI Circular as mentioned aforesaid, and does not
require to prepare and attach the report on Corporate Governance with this Annual Report.
BUSINESS RESPONSIBILITY REPORT
Your Company is not Mandatory required to submit Business Responsibility Report for the
year ended March 31,2025 as stipulated under Regulation 34 of the SEBI Listing
Regulations, Provided that where the provision of the Act becomes applicable to the
Company at a later date, the Company shall comply with the requirements within stipulated
time from the date on which the provisions become applicable to the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the financial year under review as
stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is presented in the separate
section forming part of this Annual Report.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
There are no instances of one time settlement during the financial year under review.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not implemented any Corporate Social Responsibility initiative as the
provisions of Section 135 of the Companies Act, 2013 and rules made thereunder are not
applicable to the Company and consequently, the reporting requirements thereunder do not
at present apply to your company.
DEMATERIALIZATION OF SHARES
Trading in the Equity Shares of the Company is only permitted in the dematerialized
form as per the Securities and Exchange Board of India (SEBI) circular dated May 29, 2000.
The Company has established connectivity with both the Depositories viz. National Security
Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL) to
facilitate the demat trading. As on 31st March, 2025, 97.63% of the Company's Share
Capital is in dematerialized form.
The ISIN allotted to the equity shares of the Company is INE600B01033.
AUDITORS
Statutory Auditors and Auditors' Report
In accordance with the provisions of Section 139 of the Act, based on the
recommendation of the Audit Committee of the Company, the Board of Directors on January
30, 2023, Re-appointed of M/s Bhatter & Associates Chartered Accountants (Firm
Registration No.131411W), as the Statutory Auditor of the Company for a period of 5 (Five)
years, to audit the financial statement so the Company for the financial year from 2022-23
to 202627, by the members of the Company at their Annual General Meeting held on March 18,
2023
The Statutory Auditors M/s. Bhatter & Associates, Chartered Accountants have issued
their reports on Financial Statements for the year ended March 31, 2025 and there are no
adverse remarks or qualifications in the said report.
Secretarial Auditor and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act, read with rules thereunder, the
Board at its meeting held on November 14, 2024 had appointed M/s. M/s A.K.Choudhary &
Associates, Practicing Company Secretaries (Membership No.: F12691& Peer review
Certificate No.: 3869/2023) to conduct Secretarial Audit of the Company for the year ended
March 31, 2025. The Secretarial Audit Report issued by them in Form No. MR-3 is provided
as an "Annexure-I" to this Report.
Internal Auditors
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13
of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the
Companies Act, 2013, the Board of Directors based on the recommendation of the Audit
Committee has re-appointed M/s. Lakhpat M. Trivedia, Chartered Accountants (Membership
No.: 109047), a reputed firm of Chartered Accountants as Internal Auditors of the Company
for a period of Five years commencing from April 01, 2022 to March 31, 2027. The Internal
Auditors, M/s Lakhpat M. Trivedia, Chartered Accountants, Delhi have conducted internal
audits periodically and submitted their reports to the Audit Committee. Their Reports have
been reviewed by the Audit Committee from time to time
Cost Records and Auditors
The provisions of Cost Records and Cost Audit as prescribed under Section 148 of the
Companies Act, 2013 are not applicable to the Company.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
During the year under review, the Statutory Auditors and Secretarial Auditor have not
reported any instances of frauds committed in the Company by its Officers or Employees to
the Audit Committee under section 143(12) of the Companies Act, 2013, details of which
needs to be mentioned in this Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company maintains adequate internal control system and procedures commensurate
with its size and nature of operations. The internal control systems are designed to
provide a reasonable assurance over reliability in financial reporting, ensure appropriate
authorization of transactions, safeguarding the assets of the Company and prevent misuse/
losses and legal compliances.
The internal control system includes a well-defined delegation of authority and a
comprehensive Management Information System coupled with quarterly reviews of operational
and financial performance, a well-structured budgeting process and Internal Audit. The
Internal Audit reports are periodically reviewed by the management and the Audit Committee
and necessary improvements are undertaken, if required.
ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company
has placed a copy of the Annual Return as at March 31, 2025 on its website at
www.filmcitym.com and web-links thereto are given below:
Draft Annual Return for FY 2024-25:
https://filmcitvm.com/wp-content/uploads/2025/08/Final-Draft-MGT-7-2024-25.pdf Annual
Return for FY 2023-24: https://filmcitym.com/wp-content/uploads/2024/08/Draft-Form MGT
7.pdf
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO
(A) CONSERVATION OF ENERGY
Wherever possible, energy conservation measures have been implemented. However, efforts
to conserve and optimize the use of energy through improved operational methods and other
means are being undertaken on an on-going basis
(B) TECHNOLOGY ABSORPTION
Not applicable since the Company is not in its operational face during the year under
review.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
(a) Foreign Exchange Earnings: Nil
(b) Foreign Exchange Out go: Nil
STATUTORY DISCLOSURES
The Company has made disclosures in this Report for the items prescribed in section
134(3) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 to
the extent the transactions took place on those items during the financial year under
review. Further, no disclosure or reporting is required in respect of the following items
as there were no transactions on these items during the Financial Year under review:
a) Public Deposits (Deposit from the public falling within the ambit of section 73 of
the Act and the Rules made thereof):
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on public deposits was outstanding as on the date of the balance
sheet.
b) Issue of equity shares with differential rights as to dividend, voting or otherwise:
During the Financial Year under review, the Company has not issued shares with
differential voting rights as to dividend, voting or otherwise.
c) Issue of shares (including sweat equity shares) to employees of the Company under
any scheme:
Your Company has not issued any shares including sweat equity shares to employees of
the company under any scheme during the Financial Year under review.
d) Disclosure under section 67(3) of the Companies Act, 2013:
The Company does not have any scheme of provision of money for the purchase of its own
shares by employees or by trustees for the benefit of employees. No disclosure is required
under section 67(3)(c) of the Companies Act, 2013 read with Rule 16(4)of Companies (Share
Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by
the employees of the Company as the provisions of the said section are not applicable
during the period under review.
e) Disclosure under the Sexual Harassment of Women At Workplace (Prevention,
Prohibition And Redressal) Act, 2013:
The Company has adopted zero tolerance for sexual harassment at the workplace and has
formulated a policy on prevention, prohibition, and redressal of sexual harassment at the
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention
and redressal of complaints of sexual harassment at workplace.
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has
constituted Internal Complaints Committee which is responsible for redressal of complaints
related to sexual harassment. During the year under review, there were no complaints
pertaining to sexual harassment.
Company has not received any complaint pertaining to sexual harassment and no complaint
was pending as on March 31, 2025.
f) Significant and Material Orders Passed by the Regulators or Courts:
The Hon'ble Bombay High Court approved and sanctioned a Scheme of Amalgamation on
02.05.2009 between Filmcity Communication Technologies Limited (Transferor Company) and
Filmcity Media Limited (Transferee Company). Collector of Stamps, Mumbai (ENF-1) issued a
Demand Notice dated 11.01.2010 for the payment of Rs. 15,82,000/- towards stamp duty,
without providing a detailed working. The company filed an objection against this demand,
which was duly acknowledged by the Collector of Stamps on 28.05.2010. Subsequently,
another Demand Notice dated 13.02.2025 was received by FILMCITY MEDIA LIMITED, raising the
same demand of Rs. 15,82,000/- along with a penalty of Rs. 60,11,600/-. The company has
now challenged this demand and moved the Court at Pune.
g) There is no Corporate Insolvency Resolution Process initiated under the Insolvency
and Bankruptcy Code, 2016:
There were no application against the Company that has been filed or is pending under
the Insolvency and Bankruptcy Code, 2016, nor the Company has done any one time settlement
with any Bank or Financial institutions.
ACKNOWLEDGEMENTS AND APPRECIATION
The Board also would like to thank our shareholders, vendors, service providers,
bankers and all other stakeholders for their continued and consistent support to the
Company during the year.
Finally, the Directors wish to express their gratitude to the members for their
unwavering trust and support. Your Directors trust that you will consider the working
results satisfactory.
|
For and on behalf of the Board |
|
FILMCITY MEDIA LIMITED |
|
(Nitesh Singh) |
|
Chairman |
| Place : Mumbai |
DIN:08751700 |
| Date : 30-05-2025 |
|
|