Dear Members,
Your directors take pleasure in presenting their 6thAnnual Report on the
Business and Operations of the Company and the Accounts for the Financial Year ended 31st
March, 2025 (period under review).
1. FINANCIAL PERFORMANCE OF THE COMPANY:
The summary of the financial performance for the financial year ended March 31, 2025
and the previous financial year ended March 31, 2025 is given below:
Particulars |
31st March, 2025 |
31st March, 2024 |
| Total Income |
47.31 |
52.49 |
| Less: Expenditure |
54.40 |
47.31 |
| Profit (Loss) Before Tax |
(7.09) |
5.18 |
| Prior year adjustments |
0.02 |
0.00 |
| Provision for Current Tax |
0.00 |
0.00 |
| Provision for Deferred Tax |
(3.34) |
1.27 |
Net Loss / Profit after Tax |
(3.77) |
3.91 |
Earnings Per Share (FV of Rs. 10/- per share) |
|
|
1. Basic |
(0.12) |
0.12 |
2. Diluted |
(0.12) |
0.12 |
2. REVIEW OF OPERATIONS:
The Company has incurred loss of Rs. 3.77 Lakhs only after providing for tax as compare
to the profit of Rs. 3.91 Lakhs in the previous year.
3. CASH FLOW AND STANDALONE FINANCIAL STATEMENTS:
As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow
Statement forms part of Annual Report.
4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 3) (D) OF THE COMPANIES ACT, 2013:
The Board has decided not to transfer any amount to the Reserves for the year under
review.
5. DIVIDEND:
The Board of Directors' do not recommend any dividend for the year under review due to
retain the profit for business Growth. Further Board of Directors will also ensure you for
more better performance and good result in the near future of the Company.
6. SHARE CAPITAL:
The authorized share capital of the company is Rs. 3,35,00,000/- divided into 33,50,000
equity shares of Rs. 10/-. The Paid-up capital of the Company is Rs. 3,20,00,600/- divided
into 32,00,060 Equity shares of Rs. 10/-
7. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review, in terms of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the "Listing Regulations") is attached as Annexure –
II.
8. CHANGE IN NATURE OF BUSINESS, IF ANY:
There has been no change in nature of business of the Company during the F.Yunder
review.
9. DISCLOSURES BY DIRECTORS:
The Board of Directors have submitted notice of interest in Form MBP 1 under Section
184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and
declarations as to compliance with the Code of Conduct of the Company.
10. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY:
The Company does nothave any Subsidiary, Joint ventureor an Associate Company.
11. MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes and commitments, which affect the financial
position of the Company which have occurred between the end of the F.Y and the date of
this Report.
12. CHANGE IN SHARE CAPITAL:
There is no change in Share Capital foryear ended March 31, 2025.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Details of allDirectors/KMP has been mentioned below:
Sr. No. |
Date of Appointment |
Name of Director |
Changes |
1 |
04/09/2025 |
Danish Zakaria Aghadi* (DIN-05017846) |
Managing Director |
2 |
20/06/2019 |
Nazish Imran Furniturewala (DIN-08294240) |
Chief Financial Officer & Director |
3 |
04/09/2025 |
Sony Adhya Pandey* (DIN-08608227) |
Non-Executive Independent Director |
4 |
27/08/2020 |
Rahul Kishor Dayama* (DIN- 07906447) |
Non-Executive Independent Director |
5. |
14/11/2024 |
Vijay Anant Chavan $ (DIN- 10806293) |
Additional Non-Executive Independent Director |
| 6 |
20/01/2023 |
Mr. Pradeep Pandey |
Non-Executive Independent Director |
|
|
(DIN- 09244493) |
|
* Rahul Kishor Dayama has resigned from the post of Non-Executive Independent
Director w.e.f. 13th November, 2024.
* Danish Zakaria Aghadi has been re-appointed as Managing Director of Company
w.e.f. 04th September, 2025.
* Sony Adhya Pandey has been re-appointed as Non-Executive Independent Director of
Company w.e.f. 04th September, 2025. $ Vijay Anant Chavan has appointed as
Additional Non-ExecutiveIndependent Director w.e.f. 14 th November, 2024.
(b) Committees of Board of Directors:
Sr. No. |
Committee |
Director Name |
| 1 |
Audit Committee |
Mr. Vijay Anant Chavan - Non-Executive Independent |
|
|
Director- Chairman |
|
|
Ms. Sony Pandey- Non-Executive Independent Director |
|
|
– Member |
|
|
Mr. Danish Zakaria Aghadi - Managing Director – |
|
|
Member |
| 2 |
Nomination & Remuneration |
Mr. Vijay Anant Chavan - Non-Executive Independent |
|
Committee |
Director – Chairman |
|
|
Ms. Sony Pandey - Non-Executive Independent Director |
|
|
-Member |
|
|
Ms. Nazish Furniturewala - Executive Director |
|
|
– Member |
| 3 |
Stakeholder Relationship Committee |
Ms. Sony Pandey- |
|
|
Non-Executive Independent Director - Chairman |
|
|
Ms. Nazish Furniturewala - Executive Director – Member |
|
|
Mr. Danish Zakaria Aghadi - Managing Director - Member |
Rahul Kishor Dayama has resigned from the post of Non-Executive Independent Director
w.e.f. 13thNovember, 2024 .
Vijay Anant Chavan has appointed as Additional Non-Executive Independent Director
w.e.f. 14th November, 2024.
Danish Zakaria Aghadi has been re-appointed as Managing Director of Company w.e.f.
04th September, 2025.
* Sony Adhya Pandey has been re-appointed as Non-Executive Independent Director of
Company w.e.f. 04th September, 2025.
The Company Secretary ofour Company acts as the Secretary to the Committee.
(c) Retirement by Rotation of the Directors:
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Nazish Imran Furniturewala, Director of the Company, retires
by rotation and offers herself for re-appointment .
The brief resume of Nazish Imran Furniturewala, the nature of his expertise in specific
functional areas, names of the companies in which he has held directorships, his
shareholding etc. are furnished in the Annexure -A to the notice of the ensuing AGM.
(d) Independent Directors
Our Company has received annual declarations from all the Independent Directors of the
Company confirming that they meet with the criteria of Independence provided in Section
149(6) of the Companies Act, 2013 and Regulations 16(1)(b) & 25 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in
the circumstances, which may affect their status as Independent Director during the year.
The Independent Directors, Non-Independent Directors and members of the Management. The
Independent Directors reviewed the performance of Non-Independent Directors and the Board
as a whole; the performance of the Chairman of the Company, taking into account the views
of Executive Directors and Non-Executive Directors and assessed the quality, quantity and
timeliness of flow of information between the Company Management and the Board that is
necessary for the Board to effectively and reasonably perform theirduties.
14. BOARD MEETINGS:
The Company held Four meetings of its Board of Directors during the year. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013 (the "Act"). Required quorum was present throughout each meeting as
per the requirement of the said Act.
15. COMMITTEES OF THE BOARD:
The Company has three committees viz; Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee which has been established as a part of the
better Corporate Governance practices and is in compliance with the requirements of the
relevant provisions of applicable laws and statutes.
I. Audit Committee:
The Audit Committee of the Company is constituted under the provisions of section 177
of the Companies Act, 2013. Composition of the Committee:
Sr. No. |
Name |
Designation |
| 1. |
Vijay Anant Chavan |
Chairman |
| 2. |
Sony Adhya Pandey |
Member |
| 3. |
Danish Zakaria Aghadi |
Member |
All the recommendation made by the Audit Committee in the financial year 2024-25 was
approved by the Board. Meeting of Audit Committee and Relevant Quorum:
The Audit Committee shall meet at least four times in a year and not more than one
hundred and twenty days shall elapse between two meetings. The quorum for Audit Committee
meeting shall either be two members or one third of the members of the Audit Committee,
whichever is greater, with at least two Independent Directors.
The Chairman of the Committee must attend the Annual General Meetings of the Company to
provide clarifications on matters relating to the audit.
During the year under review, the Company held 4 (Four) Audit Committee meetings. The
Company Secretary acts as the secretary to the Committee.
II. Nomination & Remuneration Committee:
The Nomination & Remuneration Committee of the Company is constituted under the
provisions of section 177 of the Companies Act, 2013. Composition of the Committee:
Sr. |
Name |
Designation |
No. |
|
|
| 1. |
Mr. Vijay Anant Chavan |
Chairman |
| 2. |
Ms. Sony Adhya Pandey |
Member |
| 3. |
Ms. Nazish Furniturewala |
Member |
Meeting of Nomination and Remuneration Committee and Relevant Quorum:
The quorum necessary for a meeting of the Nomination and Remuneration Committee shall
be two members or one third of the members, whichever is greater. The Committee is
required to meet at least once a year. During the year under review, the Company held 1
(One) Nomination and Remuneration Committee meetings. The Company Secretary acts as the
secretary to the Committee.
III. Stakeholder Relationship Committee
The Stakeholder Relationship Committee of the Company is constituted under the
provisions of section 177 of the Companies Act, 2013. Composition of the Committee:
Sr. |
Name |
Designation |
No. |
|
|
| 1. |
Ms. Sony Adhya Pandey |
Chairman |
| 2. |
Ms. Nazish Furniturewala |
Member |
| 3. |
Mr. Danish Zakaria Aghadi |
Member |
Meeting of Stakeholder's Relationship Committee and Relevant Quorum:
The Stakeholder's Relationship Committee shall meet once in a year. The quorum for a
meeting of theStakeholder's Relationship Committee shall be two members present.
Dring the year under review, the Company held 1 (one) Stakeholders Relationship
Committee meeting. The Company Secretary acts as the secretary to the Committee.
16. BOARD EVALUATION:
The Board of Directors carried out an annual evaluation of the Board itself, its
committees and individual Directors. The entire Board carried out performance evaluation
of each Independent Director excluding the Independent Director being evaluated. The
Nomination Remuneration Committee also carried out evaluation of every director's
performance.
The evaluation was done after taking into consideration inputs received from the
Directors, setting out parameters of evaluation. Evaluation parameters of the Board and
Committees were mainly based on Disclosure of Information, Key functions of the Board and
Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of
Individual Directors including the Chairman of the Board and Independent Directors were
based on Knowledge to Perform the Role, Time and Level of Participation, Performance of
Duties and Level of Oversight and Professional Conduct etc.
Independent Directors in their separate meeting evaluated the performance of
Non-Independent Directors, Chairman of the Board and the Board as a whole.
17. CORPORATE SOCIAL RESPONSIBILITY:
The Company does not fall under the criteria laid under the provisions of Section 135
of the Act and rules framed there under. Therefore, the provisions of Corporate Social
Responsibility are not applicable to the Company.
18. AUDITORS:
i. Statutory Auditors:
Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and
Auditors) Rules, 2014 and as per recommendation of Audit Committee and approval of the
Board of Director in their meetings, M/s. B. L. Dasharda & Associates, Chartered
Accountants (Firm Registration No. 112615W) has been appointed as Statutory Auditor of
Company for the period of 5 years i.e. from F.Y. 2020-21 to 2024-25.
Further the board of directors in the Board Meeting held on September 04, 2025 has
approved the reappointment of M/s. B. L. Dasharda & Associates, Chartered Accountants
(Firm Registration No. 112615W) as Statutory Auditor of Company for the period of 5 years
i.e. from financial year 2025-26 to 2029-30, subject to approval of shareholders in
ensuing General Meeting.
Furtherthere is no qualifications, reservations or adverse remarks made by the
Statutory Auditor of Company in their Audit Report for the year under review.
ii. Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Pimple & Associates, a firm of Company Secretaries in Practice (CP
No. 21773), to undertake the Secretarial Audit of the Company for the F.Y. 2024-25. The
Secretarial Audit Report for F.Y. 2024-25 is annexed herewith as "Annexure III'.
iii. Cost Auditor:
Your Company is principally engaged into to carry on in India or elsewhere the business
to produce,promote, project, participate, prepare, develop, shoot, expose, edit, exhibit,
make, remake, mix, remix, display. Therefore, Section 148 of the Companies Act, 2013 is
not applicable to the Company.
iv. Internal Auditor:
The Board of Directors, based on the recommendation of the Audit Committee and pursuant
to the provisions of section 138 of the Act read with the Companies (Accounts) Rules,
2014, has appointed M/s SM Bhat & Associates, Chartered Accountants (FRN: 131347W) as
the Internal Auditors of your Company for the financial year 2024-2025. The Internal
Auditor conducts the internal audit of the functions and operations of the Company and
reports to the Audit Committee and Board from time to time.
19. AUDITOR'S REPORT:
The Auditor's Report and Secretarial Auditor's Report does not contain any
qualifications, reservations or adverse remarks. Report of the Secretarial Auditor is
given as an Annexure which forms part of this report.
20. VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,
a Vigil Mechanism for Directors and Employees to report genuine concerns has been
established.
21. INTERNAL AUDIT & CONTROLS:
Pursuant to provisions of Section 138 read with read with rules made there under, the
Board has appointed M/s. SM Bhat & Associates, as an Internal Auditors of the Company
to check the internal controls and functioning of the activities and recommend ways of
improvement. The Internal Financial Controls with reference to financial statements as
designed and implemented by the Company are adequate. The Internal Audit is carried out
quarterly basis; the report is placed in the Audit Committee Meeting and the Board Meeting
for their consideration and direction.
During the year under review, no material or serious observation has been received from
the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
22. RISK ASSESSMENT AND MANAGEMENT:
Your Company has been on a continuous basis reviewing and streamlining its various
operational and business risks involved in its business as part of its risk management
policy. Your Company also takes all efforts to train its employees from time to time to
handle and minimize these risks.
23. LISTING WITH STOCK EXCHANGES:
Net Pix Shorts Digital Media Limited is listed on the SME Platform of the BSE
Limited. It has paid the Annual Listing Fees for the year 2024-25 to BSE Limited.
24. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1
& SS-2 on Meetings of the Board of Directors and General Meetings respectively.
25. POLICIES AND DISCLOSURE REQUIREMENTS:
In terms of provisions of the Companies Act, 2013 the Company has adopted following
policies which are available on its website www.netpixshorts.com
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
i. Conservation of Energy
a) The steps taken or impact on conservation of energy - The Operations of the
Company are not energy intensive. However, adequate measures have been initiated for
conservation of energy.
b) The steps taken by the Company for utilizing alternate source of energy - Company
shall consider on adoption of alternate source of energy as and when necessities.
c) The Capital Investment on energy conversation equipment - No Capital
Investment yet.
ii. Technology absorption
a) The efforts made towards technology absorption. - Minimum technology required for
Business is absorbed.
b) The benefits derived likeproduct improvement, costreduction, product development or
import substitution -Not Applicable.
c) In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year) -Not Applicable. a. the details of technology
imported; b. the yearof import; c. whether the technology been fully absorbed; d. if not
fully absorbed, areas where absorption has not taken place, and the reasons thereof
iii. The expenditure incurred on Research and Development - NotApplicable.
iv. Details of foreign Exchange Earnings and Outgo.
Sr. No. |
Particulars |
Current Year 2024-25 |
Previous Year 2023-24 |
1 |
Earning in Foreign Exchange: |
|
|
|
Hosting Charges received in (in lakhs) |
0.09 |
0.17 |
2 |
Expenditure in Foreign Currency: |
|
|
(a) |
CIF value of Imports |
- |
- |
| (b) |
OtherExpenditure |
- |
- |
27. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:
Particulars of loans given, investments made, guarantees given and securities provided
are provided in the financial statements.
28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES:
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm's length
basis. Thus, Disclosure in form AOC-2. Further, during the year, the Company had entered
into any contract / arrangement / transaction with related parties which could be
considered material in accordance with the policy of the Company on materiality of related
party transactions. All related party transactions are placed before the Audit Committee
and Board for approval. The details of the related party transactions as required under
Accounting Standard (AS) - 18 are set out in Note to the financial statements forming part
of this Annual Report.
29. PREVENTION OF INSIDER TRADING:
In compliance with the provisions of the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated
and adopted the revised "Code of Conduct for Prevention of Insider Trading"
("the Insider Trading Code"). The object of the Insider Trading Code is to set
framework, rules, and procedures which all concerned persons should follow, while trading
in listed or proposed to be listed securities of the Company.
30. DEPOSITS:
Your Company did accept / hold any deposits from public / shareholders / (Inter
Corporate Deposits) during the year under review.
31. RELATED PARTY TRANSACTIONS:
All transactions entered into with related parties as defined under the Act during the
F.Y. 2024-25 were in the ordinary course of business and on an arm's length pricing basis
and do not attract the provisions of Section 188 of the Act. There were no materially
significant transactions with the related parties during the F.Y which were in conflict
with the interest of the Company.
The particulars of the contracts or arrangements entered by the Company with related
parties as referred to in Section 134(3)(h) read with section 188(1) of the Act and rules
framed thereunder, in the Form No. AOC-2 are annexed and marked as Annexure – I.
32. FRAUD REPORTING:
There have been no frauds reported by the Auditors of the Company to the Audit
Committee or the Board of Directors under sub-section (12) of section 143 of the Companies
Act, 2013 during the financial year.
33. SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and Company's operations in future.
34. OBLIGATION OF COMPANY 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 and an Internal Complaints Committee has been set up to redress
complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging
& redress the complaints. All employees (permanent, contractual, temporary, trainees,
etc.) are covered under this policy.
Your Directors further state that pursuant to the requirements of Section 22 of Sexual
Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read
with Rules there under, the Company has not received any complaint of sexual harassment
during the year under review.
35. HUMAN RESOURCES:
Your Company has established an organization structure that is agile and focused on
delivering business results. With regular communication and sustained efforts, it is
ensuring that employees are aligned on common objectives and have the right information on
business evolution.
36. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES
ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014:
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is provided in this Report as Annexure IV whichforms
part of this Report.
37. CORPORATE GOVERNANCE:
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
exempts companies which have listed their specified securities on SME Exchange from
compliance with corporate governance provisions. Since the equity share capital of your
Company is listed exclusively on the SME Platform of BSE, the Company is exempted from
compliance with
Corporate Governance requirements, and accordingly the reporting requirements like
Corporate Governance Report, Business Responsibility Report etc. are not applicable to the
Company.
38. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability, confirm that:
In the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures.
i. They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the profit
of the Company for that period. ii. They have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
iii. They haveprepared the annualaccounts on a going concernbasis.
iv. They have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and operating effectively.
v. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems
established and maintained bythe Company, work performed by the internal, statutory, and
secretarial auditors and external consultants andthe reviews performed by management and
therelevant board committees, including the audit committee, the board is of the opinion
that the Company's internal financial controls were adequate and effective during the
financial year 2024-25.
39. GREEN INITIATIVE:
In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2024-25 is
being sent only through electronic mode to those Members whose email addresses are
registered with the Company/ Depositories. Members may note that the Notice and Annual
Report 2024-25 will also be available on the Company's website https://netpixshorts.com/
40. CAUTIONARY STATEMENTS:
Statements in this Annual Report, particularly those which relate to Management
Discussion and Analysis as explained in the Corporate Governance Report, describing the
Company's objectives, projections, estimates and expectations may constitute ‘forward
looking statements' within the meaningof applicable laws and regulations. Actual results
might differ materially from those either expressed or implied in the statement depending
on the circumstances.
41. ACKNOWLEDGEMENTS:
Your directors would like to express deep sense of appreciation for the assistance and
co-operation received from the Financial Institutions, Banks, Government Authorities and
Shareholders and for the devoted service by the Executives, staff, and workers of the
Company. The Directors express their gratitude towards each one of them.
On Behalfof The Board of Directors |
|
For NET PIX SHORTS DIGITAL MEDIA LIMITED |
Sd/- |
Sd/- |
DANISH ZAKARIA AGHADI |
NAZISH IMRAN FURNITUREWALA |
MANAGING DIRECTOR |
DIRECTOR |
DIN- 05017846 |
DIN- 08294240 |
Place: Mumbai |
|
Date: 04/09/2025 |
|
|