AI assistant
Softbpo Global Services Ltd. — Annual Report 2021
Sep 6, 2021
63564_rns_2021-09-06_6ac6fd1a-dfb0-41da-8404-c7d15925cb6a.pdf
Annual Report
Open in viewerOpens in your device viewer
IDream Film Infrastructure Company Limited
B-4501 & 4601, Lodha Bellissimo, Lodha Pavilion, Apollo Mills Compound, Mahalaxmi, Mumbai: 400 011, Tel No.022-67400900, Fax No: 022-67400988 CIN - L51900MH1981PLC025354 WEB: www.idreamfilminfra.com
September 6, 2021
To
BSE Limited
Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai – 400 001
Scrip Code: 504375
Sub.: Notice of Annual General Meeting and Annual Report for Financial Year 2020 - 21- ___ Compliance under Regulation 30 and 34 of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)
Dear Sir / Madam,
This is further to our letter dated September 2, 2021 intimating that 40[th] Annual General Meeting of IDream Film Infrastructure Company Limited (‘Company’) will be held on Wednesday, September 29, 2021 at Unit No. 404, New Udyog Mandir No. 2, Mogul Lane, Mahim (West), Mumbai- 400 016 at 12:30 p.m.
Pursuant to Regulation 30 and 34(1) of the Listing Regulations, we enclose herewith the following:
-
Notice of the 40[th] Annual General Meeting of the Company (including e-voting instructions).
-
Annual Report of the Company for the Financial Year 2020-21.
The Notice of AGM along with the Annual Report for the financial year 2020-21 is also being - made available on the website of the Company at http://www.idreamfilminfra.com/annual reports/
IDream Film Infrastructure Company Limited
B-4501 & 4601, Lodha Bellissimo, Lodha Pavilion, Apollo Mills Compound, Mahalaxmi, Mumbai: 400 011, Tel No.022-67400900, Fax No: 022-67400988 CIN - L51900MH1981PLC025354 WEB: www.idreamfilminfra.com
You are requested to take the above on record.
Thanking You,
Yours faithfully,
For IDream Film Infrastructure Company Limited
(Formerly SoftBPO Global Services Limited)
==> picture [133 x 45] intentionally omitted <==
_______ Kalpana Morakhia Managing Director DIN: 00336451
IDream Film Infrastructure Company Limited
Annual Report
2020 - 2021
Index
BOARD OF DIRECTORS
Mrs. Shamika Kadam, Director (Resigned as Managing Director w.e.f 11.02.2021) Mrs. Kalpana Morakhia, Managing Director (Appointed as Managing Director w.e.f 11.02.2021) Mrs. Amola Patel, Independent Director Mr. Rahul Kate, Independent Director Mr. Umesh Bhise, Chief Financial Officer Ms. Vishakha Ketan Poladia, Company Secretary (Resigned as Company Secretary w.e.f 17.09.2020 and appointed as Company Secretary w.e.f 16.02.2021.)
BANKERS
HDFC Bank Limited, Mumbai
REGISTERED OFFICE
Flat No. B-4501 & B-4601, Lodha Bellissimo, Lodha Pavilion, Apollo Mill Compound, Mahalaxmi, Mumbai - 400 011
REGISTRAR & SHARE TRANSFER AGENT
Bigshare Services Private Limited
1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road Marol, Andheri (East) Mumbai - 400 059
CONTENTS
| CONTENTS | |
|---|---|
| IDream Film Infrastructure Company Limited | Page No. |
| th Notice of 40 Annual General Meeting ('AGM') |
1 |
| Directors’ Report | 8 |
| Annexure to Directors’ Report | 14 |
| Standalone Annual Accounts | |
| Auditors’ Report on Standalone Financial Statements | 24 |
| Balance Sheet | 32 |
| Statement of Profit & Loss | 33 |
| Cash Flow Statement | 34 |
| Statement of Change in Equity | 35 |
| Notes to the Accounts | 36 |
| Consolidated Annual Accounts | |
| Auditor’s Report on Consolidated Annual Accounts | 50 |
| Consolidated Balance Sheet | 57 |
| Consolidated Statement of Profit & Loss | 58 |
| Consolidated Cash Flow Statement | 59 |
| Consolidated Statement of Change in Equity | 60 |
| Consolidated Notes to the Accounts | 61 |
| Proxy Form, Ballot Form, Attendance Slip | |
| & Route Map of AGM |
Fortieth Annual General Meeting of the Company will be held on Wednesday, 29th September, 2021 at Unit No. 404, New Udyog Mandir No. 2, Mogul Lane, Mahim (West), Mumbai- 400 016 at 12:30 p.m
Notice
NOTICE is hereby given that the Fortieth Annual General Meeting of the Members of IDream Film Infrastructure Company
th
Limited (formerly known as SoftBPO Global Services Limited) will be held on Wednesday, 29 September, 2021 at Unit No. 404, New Udyog Mandir No. 2, Mogul Lane, Mahim (West), Mumbai- 400 016 at 12:30 p.m. to transact the following businesses:
ORDINARY BUSINESS:
- To consider and adopt:
st
-
a. the Audited Financial Statements of the Company for the Financial Year ended 31 March, 2021, together with the Reports of the Board of Directors' and Auditor's thereon; and
- st
-
b. the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31 March, 2021, together with the Report of the Auditor's thereon.
-
To appoint a Director in place of Mrs. Kalpana Morakhia (DIN:00336451), who retires by rotation and being eligible offers herself for re-appointment.
For and on behalf of the Board
KalpanaMorakhia Managing Director (DIN: 00336451)
Place: Mumbai Date: 2nd September, 2021
Registered Office:
Flat No B-4501 & B-4601, Lodha Bellissimo, Lodha Pavilion, Apollo Mill Compound, Mahalaxmi, Mumbai - 400 011 CIN : L51900MH1981PLC025354 Tel.: 022 6740 0900 Fax: 022 6740 0988 Email: [email protected] Website: www.idreamfilminfra.com
1
NOTES:
A. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY / PROXIES, TO ATTEND AND VOTE IN THE MEETING INSTEAD OF HIMSELF / HERSELF AND SUCH A PROXY / PROXIES NEED NOT BE A MEMBER OF THE COMPANY.
A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than 10% of the Total Share Capital of the Company carrying voting rights. Member holding more than 10% of the Total Share Capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other member.
Corporate Members are requested to send a duly certified true copy of the Board Resolution authorizing their representative to attend and vote at the Meeting.
In case of joint holders attending the Meeting, any such joint holder who is higher in the order of names will be entitled to vote.
The instrument appointing a proxy, in order to be effective, must be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 hours before the time fixed for commencement of the Meeting. A Proxy Form is attached herewith.
-
B. The Company's Registrar and Transfer Agents for its Share Registry Work (Physical and Electronic) are Bigshare Services Private Limited having their registered office at 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (East), Mumbai – 400 059.
-
C. Members, who wish to seek clarification on accounts, are requested to address their queries to the Registered Office of the Company at least seven days prior to the date of Annual General Meeting, to enable the Management to make available the relevant information at the Annual General Meeting, to the extent possible.
-
D. A brief resume of Director proposed to be appointed at the Annual General Meeting, as per Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards -2 on General Meetings is annexed hereto.
-
E. The Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of the Companies Act, 2013 and the Register of Contracts or Arrangements in which the Directors are interested under Section 189 of the Companies Act, 2013, will be available for inspection by the members at the Annual General Meeting.
-
F. Members can avail of the facility of nomination in respect of shares held by them in physical form pursuant to the provisions of Section 72 of the Companies Act, 2013. Members desiring to avail of this facility may send their nomination in the prescribed Form SH-13 duly filled in to Bigshare Services Private Limited at the above mentioned address. Members holding shares in electronic form may contact their respective Depository Participant for availing this facility.
G. Members are requested to:
-
(a) intimate to the Company's Registrar and Transfer Agents, Bigshare Services Private Limited at the above mentioned address, of changes if any, in the registered address at an early date, in case of shares held in physical form; (b) intimate to the respective Depository Participants, changes, if any, in their registered addresses at an early date, in case of shares held in dematerialized form;
-
(c) send their email ID's to the Registrar and Share Transfer Agent of the Company / to the Company (for members holding shares in physical form);
-
(d) send / update their email ID's to the Depository Participant / Registrar and Share Transfer Agent of the Company (for members holding shares in Demat Form);
-
(e) quote their Folio numbers/Client ID/DP ID in all their correspondences;
-
(f) approach the Company to consolidate their holdings into one folio in case they hold shares under multiple folios in the identical order of names;
-
(g) get the shares transferred in joint names, if they are held in a single name and/or appoint a nominee;
-
(h) Send/update their email ID's to the Depository Participant/Registrar and Share Transfer Agent of the Company (for members holding shares in Demat Form); and
-
(i) to bring their copies of the Annual Report, Notice and Attendance slip to the General Meeting. No copies will be distributed at the Meeting as a measure of economy.
2
-
H. Please note that in terms of SEBI Circulars No. MRD/DoP/ Cir-05/2009 dated May 20, 2009 and No. SEBI/MRD/DoP/SE/
-
RTA/Cir-03/2010 dated January 7, 2010, it is mandatory for the shareholders holding shares in physical form to submit self attested copy of PAN card in the following cases:
-
Transferees' PAN Cards for transfer of shares,
-
Surviving joint holders' PAN Cards for deletion of name of deceased shareholder,
-
Legal heirs' PAN Cards for transmission of shares,
-
Joint holders' PAN Cards for transposition of shares.
In compliance with the aforesaid circulars, requests without attaching copies of PAN card, for transfer/deletion/ transmission and transposition of shares of the Company in physical form will be returned under objection.
-
I. In terms of Section 101 and 136 of the Companies Act, 2013 read together with the Rules made thereunder, the Electronic copy of the Annual Report for 2021 is being sent to all the members whose email IDs are registered with the Company/Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Annual Report for 2021 are being sent in the permitted mode.
-
th
-
J. Electronic copy of the Notice of the 40 Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent to all the members whose email IDs are registered with the Company/Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Notice of the 40th Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form are being sent in the permitted mode.
- th
-
K. Members may also note that the Notice of the 40 Annual General Meeting and the Annual Report for the year ended March 31, 2021will also be available on the Company's website www.idreamfilminfra.com. The physical copies of the same will remain open for inspection at the Registered Office of the Company during business hours on working days, upto the date of the Annual General Meeting.
-
L. In terms of Section 91 of the Companies Act, 2013 and Regulation 42 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Record Date for the purpose of the Annual General Meeting will be on Wednesday, 22nd September, 2021.
-
M. E-Voting: In compliance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended after 2014, and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Secretarial Standard 2, the Company has provided a facility to the members to exercise their votes electronically through the electronic voting service facility arranged by Central Depository Services (India) Limited ('CDSL') i.e. Remote e-voting. The facility for voting through ballot paper, will also be made available at the venue of the Annual General Meeting and the members attending the Annual General Meeting, who have not already cast their votes by Remote e-voting shall be able to exercise their right at the Annual General Meeting through ballot paper. Members who have cast their votes by remote e voting prior to Annual General Meeting may attend the Annual General Meeting but shall not be entitled to cast their votes again.
The instructions for e-Voting are as under:
A In case of members receiving the notice by e-mail:
-
(i) The e-voting period begins at 10.00 a.m. on Sunday, 26th September, 2021 and ends at 5.00 p.m. on Tuesday, 28th September, 2021. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Wednesday, 22nd September, 2021,may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently. Any person who becomes a member of the Company after dispatch of the Notice of meeting and holding shares as on the cut-off date may obtain their User ID and password in the manner as mentioned below. A person who is not a member as on the cut-off date should treat this Notice for information purposes only.
-
(ii) The shareholders should log on to the e-voting website www.evotingindia.com.
3
-
(iii) Click on ‘Shareholders’/ ‘Members’.
-
(iv) Now Enter your User ID credentials
-
a. For CDSL: 16 digits beneficiary ID,
-
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
-
c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
-
(v) Next enter the Image Verification as displayed and Click on ‘Login’.
(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
(vii) If you are a first time user follow the steps given below:
| For Members holding shares in Demat Form and Physical Form | |
|---|---|
| PAN | Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field. In case the sequence number is less than 8 digits enter the applicable number of 0's before the number after the first two characters of the name in capital letters. E.g. If your name is Ramesh Kumar with serial number 1 then enter RA00000001 in the PAN field. |
| DOB | Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format |
| Dividend Bank Details OR Date of Birth (DOB) |
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned above. |
-
(viii) After entering these details appropriately, click on ‘SUBMIT’ tab.
-
(ix) Members holding shares in physical form will then reach directly the EVSN selection screen. However, members
-
holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat
-
holders for voting for resolutions of any other company on which they are eligible to vote, provided that company
-
opts for e voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
-
(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
-
(xi) Click on the relevant EVSN for the ‘IDream Film Infrastructure Company Limited’ on which you choose to vote.
-
(xii) On the voting page, you will see ‘RESOLUTION DESCRIPTION’ and against the same the option ‘YES/NO’ for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
-
(xiii) On the voting page enter the number of shares (which represents no. of votes) as on the cut-off date under 'For/Against'.
-
(xiv) Click on the “Resolutions File Link” if you wish to view the entire Resolutions details.
-
(xv) After selecting the resolution you have decided to vote on, click on ‘SUBMIT’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘OK’, else to change your vote, click on ‘CANCEL’ and accordingly modify your vote.
4
-
(xvi) Once you ‘CONFIRM’ your vote on the resolution, you will not be allowed to modify your vote.
-
(xvii) Shareholders holding multiple folios/ demat accounts shall choose the voting process separately for each folio/ demat account.
-
(xviii) Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item it will be treated as abstained.
-
(xix) During the voting period, shareholders can login any number of times till they have voted on the resolution(s).
-
(xx) You can also take out print of the voting done by you by clicking on ‘Click here to print’ option on the Voting page
-
(xxi) If Demat account holder has forgotten the changed password then enter the User ID and the image verification code and click on ‘Forgot Password’ & enter the details as prompted by the system.
-
(xxii) Note for Non – Individual Shareholders and Custodians
-
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.
-
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected]
-
After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
-
The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
-
A scanned copy of the Board Resolution and Power of Attorney which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same. They may also send across a hard copy of the documents to the Scrutinizer.
-
(xxiii) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.co.in under help section or write an email to [email protected].
B. In case of share holders receiving the Notice by post:
For share holders whose email IDs are not registered with the Company/Depositary Participant(s) and who received the
physical copy of the Annual General Meeting Notice, the following instructions may be noted:
i) The user ID and initial password is provided at the bottom of the Annual General Meeting Notice.
ii) Follow all the steps from i) to xxii) mentioned above to cast your vote successfully.
-
N. For issues relating to voting through Physical Ballot and e–voting: you may contact the Company as well Bigshare Services Private Limited, 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (East), Mumbai - 400 059, E-mail: [email protected].
-
O. Mr. Jayesh M. Shah partner of M/s Rathi & Associates, Company Secretaries in practice has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for the same.
The Scrutinizer shall immediately after the conclusion of the voting at the general meeting, first count the votes cast at the meeting, thereafter unblock the votes cast through Remote e-voting in the presence of at least two (2) witnesses not in the employment of the Company and make not later than forty-eight (48) hours from the conclusion of the voting at the Annual General Meeting, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, forthwith to the Chairman of the Company or a person authorized by her in writing who shall countersign the same.
Based on the Scrutinizer's Report received on Remote e-voting and voting at the meeting, the Chairman or any other Director so authorized will declare the results of the voting forth with. The Results along with the Scrutinizer's Report shall be placed on the Company's website www.idreamfilminfra.com and will be communicated to BSE Limited, immediately after the result is declared. The same shall also be placed on the website of CDSL.
- P. Route Map providing directions to reach the venue of the Meeting is given at the end of Annual Report as per the requirement of Secretarial Standards -2 on General Meetings.
5
-
Q. Members who would like to receive notices, letters, annual reports, documents and any other correspondence by electronic mode are requested to register their email addresses and changes therein, from time to time, with Company's Registrar and Transfer Agent in respect of shares held in physical form and with respective Depository Participants ('DP') where the shares are held in dematerialized form. Shareholders holding shares in physical form can send their email address for registration to the Company's Registrar and Transfer Agent quoting the Folio Number and Name.
-
R. All documents referred to in the accompanying Notice will remain open for inspection at the Registered Office of the Company during normal business hours (9.30 A.M. to 6.00 P.M.) on all working days up to and including the date of the Annual General Meeting of the Company.
By order of the Board
Kalpana Morakhia Managing Director (DIN: 00336451)
Place: Mumbai
nd
Date : 2 September, 2021
6
Details of Directors seeking appointment at the Annual General Meeting:
Pursuant to Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards - 2 on General Meetings
| Name of the Director | Mrs. Kalpana Shripal Morakhia |
|---|---|
| DIN | 00336451 |
| Father's name | Mr. Shrenik Lalbhai Kasturbhai |
| Date of Birth | th 7 December, 1957 |
| Age | 64years |
| Present residential address | A 2-6, Prithvi Apartment, Altamount Road, Mumbai – 400026MaharashtraIndia |
| Qualification | Bachelor of Arts |
| Experience/expertise in functional areas | 25 Years |
| Terms and conditions of re-appointment | NA |
| Details of remuneration | NA |
| Date of first appointment on the Board | th 11 February,2021 |
| Shareholding in the Company | Nil |
| Relationship with other Directors, Manager and other Key Managerial Personnel of the Company |
No relationship |
| Number of board meetings attended duringthe Financial Year 2020-21 |
All Board Meetings attended |
| Directorshipin other Companies Membership/ | Annexure attached |
| Chairmanship of the committees of other companies (consists membership / chairmanship of Audit Committee, Nomination and Remuneration Committee & Stakeholders' Relationship Committee) |
NA |
ANNEXURE
Interest in other Companies
| Interest in | other Companies | |||
|---|---|---|---|---|
| Sr. No. | CIN/LLPIN | Name of The Company | Designation | Date Of Appointment 18/06/1984 |
| 1. | U65990GJ1981PTC004190 | Anukul Investments PrivateLimited |
Director | |
| 2. | U65990MH2000PTC127298 | Aha Holdings PrivateLimited |
Wholetime Director | 25/06/2007 |
| 3. | U67120MH1998PTC117578 | Uranus Holdings Private Limited |
Director | 17/03/2002 |
| 4. | U67190KA2010PTC055238 | Finhorizon Consulting Services Private Limited |
Additional Director | 12/08/2020 |
| 5. | U74900MH2008PTC183004 | Creo Lifestyles Private Limited |
Director | 31/05/2008 |
| 6. | U93000MH1995PTC085890 | Aha Entertainment Private Limited |
Director | 01/02/2007 |
| 7. | AAI-1607 | Sona Lank Investment And Trading Llp |
Designated Partner | 03/01/2017 |
7
Directors’ Report
To
The Members
IDream Film Infrastructure Company Limited
(formerly known as SoftBPO Global Services Limited)
The Directors have pleasure in presenting the Fortieth Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31 st March, 2021.
1. FINANCIAL STATEMENTS & RESULTS
a. FINANCIAL RESULTS :
st
The Company's performance during the year ended 31 March, 2021 as compared to the previous financial year, is summarized below:
| summarized below: (Amount in Lacs) |
||
| Particulars | For the Financial Year st ended 31 March 2021 |
For the Financial Year st ended 31 March 2020 |
| Total Income | 0.29 | 0.24 |
| Less: Expenses | 23.43 | 39.57 |
| Loss before Exceptional and Extra-Ordinary items and tax | (23.14) |
(39.33) |
| Profit /(Loss) Before Tax | (23.14) | (39.33) |
| Less: Provision for Tax | - | - |
| Income Tax of earlieryears w/off | - | - |
| Profit / (Loss) After Tax | (23.14) | (39.33) |
- b. OPERATIONS:
During the year under review, the Company did not undertake any business operations. The Company incurred a Net Loss of INR 23.14 Lacs due to administrative and other fixed expenses.
- c. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company has one Wholly-owned Subsidiary Company viz. AHA Parks Limited which is an unlisted Public Company. During the year under review, our Company did not have any Associate or Joint Venture Company. The performance and financial position of the subsidiary Company for the year ended 31stMarch, 2021 is attached and marked as Annexure I and forms part of this Report.
No company has become or ceased as subsidiary, associate and joint venture, during the year under review.
d. DIVIDEND :
Considering the loss incurred in the current financial year and accumulated losses, your Directors have not recommended any dividend for the financial year under review.
e. TRANSFER TO RESERVES:
In view of loss incurred during the year under review, your Directors have not recommended transfer of any amount to reserves.
f. REVISION OF FINANCIAL STATEMENT:
During the year under review, there was no revision of the financial statements pertaining to previous financial years.
g. DEPOSITS:
The Company has not accepted or renewed any amount falling within the purview of provisions of Sections 73 and 74 of the Companies Act, 2013 ('the Act') read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.
8
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
h. DISCLOSURES UNDER SECTIONS 134(3)(1) OF THE COMPANIES ACT, 2013:
Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this Report.
I. DISCLOSURES OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. 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.
j. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.
k. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There were no transactions/contracts/arrangements entered by the Company which are falling under Section 188 of the Companies Act, 2013, with related party(ies) as defined under Section 2(76) of the Companies Act, 2013 during the financial year under review.
l. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS AND SECURITIES:
Full particulars of loans given during the financial year under review along with the purposes for which such loans to be utilized by the recipients thereof, has been furnished in Annexure II which forms part of this Report. The Company has not given guarantee made investments or provided securities during the financial year under review.
m. SHARE CAPITAL:
During the year under review, the Company has not issued any shares and hence, disclosures under Section 43(a)(ii), Section 54(1)(d) and Section 62(1)(b) of the Companies Act, 2013 read with relevant rules are not required to be furnished.
n. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:
During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 and hence no details w.r.t. the same are furnished.
2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:
The below mentioned are the changes occurred in the Composition of the Board of Directors and Key Managerial Personnel of the Company during the year under review.
During the period under review, Ms. Vishakha Ketan Poladia (Membership No.: ACS-57824) resigned from the post of Company Secretary and Compliance Officer of the Company with effect from 17th September, 2020. Further Ms. Vishakha Ketan Poladia was appointed as the Company Secretary and Compliance Officer with effect from 16th March, 2021.
Mrs. Amola Patel who was appointed as an Additional Director of the Company in the category of Independent Director w.e.f. 30th September, 2019, was regularized by the shareholders at the Annual General Meeting held on 30th December, 2020 and was appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a period of next 5 years staring from 30th September, 2019 to 29th September, 2024.
Mrs. Shamika Kadam (DIN: 07606195) resigned from the post of Managing Director of the Company with effect from 11th February, 2021 and on the same day Mrs. Kalpana Morakhia (DIN: 00336451) was appointed as the Managing Director of the Company.
b. DECLARATIONS BY INDEPENDENT DIRECTORS:
The Company has received declarations from Independent Directors under Section 149(7) of the Companies Act, 2013 confirming their independence vis-à-vis the Company as provided under Section 149(6)of the Companies Act, 2013.
9
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND ITS POLICIES:
a. BOARD MEETINGS:
st
- The Board of Directors met 5 (Five) times during the financial year ended 31 March, 2021 in accordance with the provisions of the Companies Act, 2013 and rules made there under.
b. DIRECTORS’ RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31 st March, 2021, the Board of Directors hereby confirms that:
-
a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, wherever applicable;
-
b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2021 and of the loss of the Company for the year ended on that date;
-
c. proper and sufficient care was 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;
-
d. the annual accounts of the Company have been prepared on a going concern basis;
-
e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
-
f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
c. NOMINATION AND REMUNERATION COMMITTEE:
st
The composition of the committee as on 31 March, 2021 was as under:
| Sr. No. | Name | Category | Chairperson / Member |
|---|---|---|---|
| 1. | Ms. Amola Patel | Independent Director | Chairman |
| 2. | Mr. Rahul Kate | Independent Director | Member |
| 3. | Mrs. Shamika Kadam* | Executive Director | Member |
| 4. | Mrs. Kalpana Morakhia** | Executive Director | Member |
- resigned w.e.f. 11 th February, 2021 ** w.e.f. 11 th February, 2021
The Board has in accordance with the provisions of Section 178(3) of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The extract of the Policy approved and adopted by the Board is appended as Annexure III to this Report.
d. AUDIT COMMITTEE:
The composition of the Audit Committee is in conformity with the provisions of the said section.
st
The composition of the committee as on 31 March, 2021 was as under:
| Sr. No. | Name | Category | Chairperson / Member |
|---|---|---|---|
| 1. | Ms. Amola Patel | Independent Director | Chairman |
| 2. | Mr. Rahul Kate | Independent Director | Member |
| 3. | Mrs. Shamika Kadam* | Executive Director | Member |
| 4. | Mrs. Kalpana Morakhia** | Executive Director | Member |
- resigned w.e.f. 11 th February, 2021
th
- ** w.e.f. 11 February, 2021
10
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.
e. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
The Board of Directors of the Company have pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed a 'Vigil Mechanism Policy' for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.
The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.
f. RISK MANAGEMENT POLICY:
The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this Report.
g. ANNUAL EVALUATION OF DIRECTORS / COMMITTEE AND BOARD:
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria as laid down by the Nomination and Remuneration Committee.
In a separate meeting of the Independent Directors, the performance of Non-Independent Directors, the Board as a whole and of the Chairman was evaluated, taking into account the views of Executive Director and Non-Executive Directors.
Performance evaluation of both the Independent Directors was carried out by the entire Board, excluding the Independent Director being evaluated.
h. INTERNAL CONTROL SYSTEMS:
Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.
i. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
During the year under review, Directors and Key Managerial Personnel were not paid any remuneration (except the sitting fees paid to Independent Directors for attending the meetings of Board and Committees thereof) and hence no details are required to be furnished in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
j. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES:
Mrs. Shamika Kadam, Managing Director of the Company (resigned w.e.f 11th February, 2021) is in receipt remuneration from the Holding Company viz. AHA Holdings Private Limited. Further, Mrs.Kalpana Morakhia who was designated as the Managing Director w.e.f 11th February, 2021 is in receipt of remuneration from the Holding Company.
4. AUDITORS AND REPORTS:
The matters related to Auditors and their Reports are as under:
11
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
ST
a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31 MARCH, 2021:
st
The observations / emphasis of matter made by the Statutory Auditors in their report for the financial year ended 31 March, 2021 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
ST
b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31 MARCH, 2021:
Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from M/s. Rai Parihar & Co., Company Secretaries. M/s. Rai Parihar & Co., Company Secretaries, Practicing Company Secretary having Certificate of Practice No. 1841 had been appointed to issue Secretarial Audit Report for the financial year 2020-21.
Secretarial Audit Report issued by M/s. Rai Parihar & Co., Company Secretaries, in Form MR-3 for the financial year 2020-21 is marked as Annexure IV and forms part of this Report.
The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
c. FRAUD REPORTING:
During the year under review, there were no instances of material or serious fraud falling under Rule 13(1) of the Companies (Audit and Auditors) Rules, 2014, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit.
5. OTHER DISCLOSURES:
Other disclosures as per provisions of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 are furnished as under:
a. EXTRACT OF ANNUAL RETURN:
The Annual Return in Form MGT-7 for the financial year ended 31stMarch, 2021made under the provisions of Section 92(3) of the act read with Companies (Management and Administration) Rules, 2014 is available on Company's website at http://www.idreamfilminfra.com/wp-content/uploads/2021/09/Annual_Return-2020-2021_Idream.pdf
b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:
The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.
During the year under review, the Company has neither earned nor used any foreign exchange.
c. STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Company was not required to separately constitute a Stakeholders' Relationship Committee.
d. CORPORATE SOCIAL RESPONSIBILITY POLICY:
The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social responsibility policy) Rules, 2014 were not applicable to the Company during the Financial Year 2020-21 and accordingly compliances with respect to the same were not applicable to the Company during the year under review.
e. COST AUDITORS:
The Central Government of India has not specified the maintenance of Cost Records under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.
f. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and has also established an Internal Complaints Committee, as stipulated by The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules thereunder. During the year under review, no complaints in
12
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
relation to such harassment at workplace have been reported.
g. CORPORATE GOVERNANCE:
The Company has not paid any remuneration to its managerial personnel as per Section II of Schedule V of the Companies Act, 2013.
h. MANAGEMENT DISCUSSION ANALYSIS:
Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report is marked as Annexure V and forms part of this Report.
i. SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
6. ACKNOWLEDGMENTS AND APPRECIATION:
Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.
In addition, your Directors also placed on record their sincere appreciation of the commitment and hard work put in by the
Registrar & Share Transfer Agent, all the suppliers, sub-contractors, consultants, clients and employees of the Company.
For and on behalf of the Board
Kalpana Morakhia Rahul Kate Managing Director Director (DIN: 00336451) (DIN: 08099915)
Date : 2nd September, 2021 Place: Mumbai
Registered Office:
Flat No B-4501 & B-4601, Lodha Bellissimo, Lodha Pavilion, Apollo Mill Compound, Mahalaxmi, Mumbai 400 011 CIN: L51900MH1981PLC025354 Tel.: 022 6740 0900 Fax: 022 6740 0988 Email: [email protected] Website: www.idreamfilminfra.com
13
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
ANNEXURE - I
Form AOC-1
PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
[Pursuant to first proviso to Sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014]
(Information in respect of each Subsidiary/ Associate Companies/ Joint Venture Companies to be presented with amounts in Rupees)
Part A: Subsidiaries
(Amount in Lacs)
| 1. | Name of the Subsidiary | AHA Parks Limited W holly owned Subsidiary Company |
|---|---|---|
| 2. | Date since when Subsidiary was acquired | 19/ 03/ 2003 |
| 3. | Reporting period for the subsidiary concerned, if different from the holding company's reporting period |
Reporting period of the said subsidiary company is not different from the Holding Company. |
| 4. | Reporting currency and Exchange rate as on the last date of the relevant Financial Year in the case of foreign subsidiaries |
Not Applicable |
| 5. | Share Capital | 5.00 |
| 6. | Reserves and Surplus | (259.05) |
| 7. | Total Assets | 0.45 |
| 8. | Total Liabilities | 0.45 |
| 9. | Investments | - |
| 10. | Turnover | - |
| 11. |
Profit Before Taxation |
(1.46) |
| 12. | Provision for Taxation | - |
| 13. |
Profit After Taxation |
(1.46) |
| 14. |
Proposed Dividend |
- |
| 15. | % of Shareholding | 100% |
| 16. | Contribution to the overall performance of the Company during the period under report. |
Not applicable, since the Company has not undertaken any business operations during the year under review. |
Notes:
1)Names of subsidiaries which are yet to commence operations : None
- 2) Names of subsidiaries which have been liquidated or sold during the year : None
Part B Associates and Joint Ventures
Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures
The Company did not have any Associate Company or Joint Venture during the Financial Year 2020-2021. Notes:
-
Names of associates or joint ventures which are yet to commence operations : None
-
Names of associates or joint ventures which have been liquidated or sold during the year : None
For and on behalf of the Board
Kalpana Morakhia Rahul Kate Managing Director Director DIN: 00336451 DIN: 08099915 Date: 2nd September, 2021 Place: Mumbai
14
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
ANNEXURE - II
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
DETAILS OF LOANS AND INVESTMENTS:
| DETAILS OF LOANS AND INVESTMENTS: (Amount in Lacs) |
|||||
| Name of the Party |
Nature & Purpose of transactions |
Amount at the beginning of the year(01/04/2020) |
Transactions during the year |
Balance at the end of the year (31/3/2021) |
|
| AHA Parks Limited | Investment | 5.00 | - | 5.00 | |
| AHA Parks Limited | Loan Given | 252.26 | 0.9** | 253.16 | |
| ` Accrued interest accounted for Details for guarantees given:** (Amount in INR) |
|||||
| Name of the Party | Purpose for giving corporate guarantee | Amount of guarantee | |||
| - | - | - |
For and on behalf of the Board
Kalpana Morakhia Rahul Kate Managing Director Director DIN: 00336451 DIN: 08099915
Date: 2nd September, 2021 Place: Mumbai
15
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
ANNEXURE - III
NOMINATION & REMUNERATION POLICY
Charter Purpose
The purpose of the Nomination and Remuneration Committee (the "committee") of the Board of Directors (the "Board") shall be to assist the Board in discharging its responsibilities relating to compensation of the Company's executive directors and other senior level employees. The committee has the overall responsibility of approving and evaluating the adequacy of the compensation plans, policies, programs and succession plans for Company's Executive Directors and the Chief Executive Officer.
Membership and organization
The committee will be appointed by the Board and will serve at its discretion. The committee shall consist of not less than three members two of them shall be Independent Directors.
The members of the committee will be appointed by the Board and may be removed by the Board in its discretion. The Board shall designate a member of the committee as the chairperson.
Responsibilities
The committee shall have the following responsibilities and authority:
The committee shall annually review and approve for the CEO and Executive Directors the corporate goals and objectives applicable to the CEO / Executive Directors, evaluate at least annually the CEO's / Executive Directors' performance in light of those goals and objectives, and determine and approve the CEO's/ Executive Directors and shall also annually review:
-
(a) annual base salary,
-
(b) annual incentive bonus, including the specific goals and amount,
-
(c) equity compensation,
-
(d) employment agreements, severance arrangements, and change in control agreements / provisions, and
-
(e) Any other benefits, compensation or arrangements, based on this evaluation.
The committee, in consultation with the CEO, shall review the performance of all the executive directors each quarter, on the basis of detailed performance parameters set for each of the executive directors at the beginning of the year. The committee may, from time-to-time, also evaluate the usefulness of such performance parameters, and make necessary amendments.
The committee is responsible for administering the Company's equity incentive plans, including the review and grant of awards to eligible employees under the plans and the terms and conditions applicable to such awards, subject to the provisions of each plan.
The committee may also make recommendations to the Board with respect to incentive compensation plans. The committee may review the Company's incentive compensation arrangements to determine whether they encourage excessive risk-taking, review and discuss at least annually the relationship between risk management policies and practices and compensation, and evaluate compensation policies and practices that could mitigate any such risk.
The committee shall review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board for approval.
The committee shall annually review its own performance and shall present the results of the evaluation to the Board. The committee shall conduct this evaluation in such manner as it deems appropriate.
The committee shall have the responsibility to maintain regular contact with the leadership of the Company. This should include interaction with the Company's leadership development institute, review of data from the employee survey and regular review of the results of the annual leadership evaluation process.
16
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
Advisors
The Committee may seek the advice of the external specialized agencies in fixation and evaluation of remuneration of the CEO, executive directors and other senior level personnel. The committee shall have the sole authority to select, retain and terminate the services of any compensation consultant to be used to assist in the evaluation of compensation for the CEO, executive directors or senior management, and shall have the sole authority to approve the consultant's fees and other retention terms and oversee the consultant's work. The compensation committee shall also have the authority to obtain advice and assistance from internal or external legal, accounting or other advisors. The committees shall set the compensation, and oversee the work, of its external legal counsel, accountants and other advisors with respect to compensation matters.
The committee shall receive appropriate funding from the Company, as determined by the committee in its capacity as a committee of the Board, for the payment of compensation to its compensation consultants, external legal counsel and any other advisors with respect to compensation matters.
-
In retaining or seeking advice from compensation consultants, outside counsel and other advisors, the committee must take into consideration the recommendation of the Board in this regards.
-
The committee may retain, or receive advice from, any compensation advisor as they may deem fit and proper, including directors that are not independent, after considering the specified factors. The committee is not required to assess the independence of any compensation consultant or other advisor that acts in a role limited to consulting on any broad-based plan that does not discriminate in scope, terms or operation in favor of executive officers or directors and that is generally available to all salaried employees or providing information that is not customized for a particular company or that is customized based on parameters that are not developed by the consultant or advisor, and about which the consultant or advisor does not provide advice.
Meetings and reports
The committee shall meet as and when need arise at such times and places as it deems necessary to fulfill its responsibilities.
-
The committee is governed by the same rules regarding meetings (including through video conferencing meetings), action
-
without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.
-
The committee shall make regular reports to the Board regarding its actions and make recommendations to the Board as appropriate.
-
The committee shall prepare such reports as may be required by any law, rule or regulation to which the Company is subject.
-
The committee may invite such members of management to its meetings as it deems appropriate. However, the committee shall meet regularly without such members present, and the CEO and any other such officers shall not be present at meetings
-
at which their compensation or performance is discussed or determined.
Compensation
Members of the Committee shall receive such fees, if any, for their services as committee members as may be determined by the Board.
For and on behalf of the Board
Kalpana Morakhia Rahul Kate Managing Director Director DIN: 00336451 DIN: 08099915
Place: Mumbai
nd
Date: 2 September, 2021
17
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
ANNEXURE - IV
Form No. MR-3
SECRETARIAL AUDIT REPORT
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2021
To
The Members
IDream Film Infrastructure Company Limited
(formerly known as SoftBPO Global Services Limited)
Flat No. B-4501& B-4601, Lodha Bellissimo, Lodha Pavilion,
Apollo Mill Compound, Mahalaxmi, Mumbai - 400 011
Dear Sirs,
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate governance practices by IDREAM FILM INFRASTRUCTURE COMPANY LIMITED ( Formerly known as SoftBPO Global Services Limited ) (hereinafter called “the Company”). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.
Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the Financial Year ended 31st March, 2021, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
-
We have examined the books, papers, minute books, forms and returns filed and other records maintained by IDREAM FILM INFRASTRUCTURE COMPANY LIMITED ( Formerly known as SoftBPO Global Services Limited ) (hereinafter called “the Company”) as given in Annexure I , for the Financial Year ended on 31st March, 2021, according to the provisions of:
-
(i) The Companies Act, 2013 ('the Act') and the rules made thereunder;
-
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;
-
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
-
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment and Overseas Direct Investment;
-
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-
-
i. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
-
ii. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and;
-
iii. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
-
-
Provisions of the following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,1992 ('SEBI Act') were not applicable to the Company under the Financial Year under report:-
18
-
(i). The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
-
(ii). The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
-
(iii) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
-
(iv) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client;
-
(v) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; and
-
(vi) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
-
We further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with the following laws specifically applicable to the Company:
-
Income Tax Act, 1961
-
Service Tax Rules, 1994
-
The Cinematography Act, 1952
-
The Cinematography (Certification) Rules, 1983
-
The Information Technology Act, 2000 (Relevant Provisions)
We have also examined compliance with the applicable clauses of the Secretarial Standards and during the financial year under report, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
We further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors including one woman director in compliance with the provisions of the Companies Act, 2013.
Adequate Notice is given to all Directors to schedule the Board meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
There were no dissenting member's views during the year under review and hence the same was not required to be captured and recorded as part of the minutes.
Based on the records and process explained to us for compliances under the provisions of other specific acts applicable to the Company. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
The Company has not undertaken any event/ action having a major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above.
| For RAI PARIHAR & CO. | |
|---|---|
| COMPANY SECRETARIES | |
| Place: Indore | JITENDRA PARIHAR |
| nd Date : 02 September, 2021 |
Partner |
| ACS: 40734 | |
| COP: 18411 | |
| UDIN: A040734B000672651 |
Note:
This report is to be read with our letter of even date which is annexed as 'ANNEXURE-II' and forms an integral part of this report.
19
ANNEXURE – I
List of documents verified
-
Memorandum & Articles of Association of the Company;
-
Minutes of the Board of Directors and Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility Committee of the Company along with the respective Attendance Registers for meetings held during the Financial Year under report;
-
Minutes of General Body Meetings held during the Financial Year under report;
-
Proof of circulation and delivery of notice, agenda and notes to agenda for Board and Committee Meetings.
-
Proof of circulation of draft as well as certified signed Board & Committee meetings minutes as per Secretarial Standards.
-
Policies framed by the Company viz.
-
Policy on Related Party Transactions,
-
Policies on Material Subsidiaries,
-
Whistle Blower Policy,
-
Corporate Social Responsibility Policy,
-
Risk Management Policy & Framework,
-
Nomination & Remuneration Policy,
-
Code of Conduct for Independent Directors,
-
Internal Financial Controls;
-
Statutory Registers viz.
-
Register of Directors & KMP,
-
Register of Directors' Shareholding,
-
Register of loans, guarantees and security and acquisition made by the Company (Form No. MBP-2),
-
Register of Contracts with related party and contracts and Bodies etc. in which directors are interested (Form No. MBP-4)
-
Register of Charges (Form No. CHG-7);
-
Copies of Notice, Agenda and Notes to Agenda papers submitted to all the directors / members for the Board Meetings and Committee Meetings as well as resolutions passed by circulation;
-
Declarations received from the Directors of the Company pursuant to the provisions of Section 184(1), Section 164(2) and Section 149(7) of the Companies Act, 2013;
-
Intimations received from directors under the prohibition of Insider Trading Code;
-
e-Forms filed by the Company, from time to time, under applicable provisions of the Companies Act, 2013 and attachments thereof during the Financial Year under report;
-
Intimations / documents / reports / returns filed with the Stock Exchanges pursuant to the provisions of Listing Agreement
-
entered with the Stock Exchanges and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year under report;
-
E-mails evidencing dissemination of information related to closure of Trading window;
-
Internal Code of Conduct for prevention of Insider Trading by Employee/Directors/ Designated Persons of the Company;
-
Compliance Certificate placed before the Board of Directors from time to time; Quarterly Related Party Transactions statements;
20
ANNEXURE II
To,
The Members,
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
( Formerly known as SoftBPO Global Services Limited )
Flat No. B-4501& B-4601, Lodha Bellissimo, Lodha Pavilion,
Apollo Mill Compound, Mahalaxmi , Mumbai - 400 011
Our report of even date is to be read along with this letter.
-
Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
-
We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices that we followed provide a reasonable basis for our opinion.
-
We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
-
Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
-
The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
-
The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
For RAI PARIHAR & CO. COMPANY SECRETARIES
Place: Indore JITENDRA PARIHAR Date : 02nd September, 2021 Partner ACS: 40734 COP: 18411 UDIN: A040734B000672651
21
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
ANNEXURE - V
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The following Management Discussion and Analysis Report has been prepared in accordance with the Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with a view to provide an analysis of the business and financial statements of the Company for the F.Y. 2020-21, hence it should be read in conjunction with the respective financial statements and notes thereon.The Company's management accepts responsibility for the integrity and objectivity of these financial statements, as well as for various estimates and judgments used therein. The estimates and judgments relating to the financial statements have been made on a prudent and reasonable basis, in order that the financial statements reflect in a true and fair manner the form and substance of transactions, and reasonably present the Company's state of affairs and profits for the year. Investors are cautioned that this discussion contains forward looking statements that involve risks and uncertainties. The Company undertakes no obligations to publicly update or revise any forwardlooking statements, whether as a result of new information, future events, or otherwise.
Business Overview:
IDream Film Infrastructure Company Limited was established in 1981 as a rental and leasing house primarily catering to the media industry.
Economic Outlook:
The Indian Media and Entertainment sector is expected to grow by 25 per cent in 2021 and is expected to reach $23.7 billion(₹1.73 trillion). The sector is expected to touch $30.6 billion (₹2.23 trillion) by 2023 at a CAGR of 17 per cent.
The Media & Entertainment sector in India is expected to cross INR2.4 trillion (US$34 billion) by 2022, at a CAGR of 10%. The country has emerged as the fastest growing major economy and a safe haven for long-term growth, due to improvement in the macro-economic situation.
The Indian GDP is expected to grow at 7%-8% over the next five years backed by strong domestic demand. With recent Government initiatives such as “Make in India”, growth could be even higher. India's prospects are a bright spot as growth in other emerging markets slows down. India is poised to become the third-largest economy of the world by 2030.
Business Outlook:
The Company has incurred a loss of INR 23.14Lacs in the financial year 2020-21.Further, Company is making efforts to recommence its core business activities.
The Foreign Direct Investment (FDI) inflows in the Information and Broadcasting (I&B) sector (including Print Media) has been continuously show net inflow since more than a decade.
Internal control system and their adequacy:
The Company has adequate internal control procedures commensurate with its size and nature of business. The business control procedures ensure efficient use and protection of Company's resources and compliance with policies, procedures and statutory requirements. Further, auditors are appointed to carry audit assignments and to periodically review the transactions across the divisions and evaluate effectiveness of internal control systems.
Risk Management:
The Board of Directors of the Company has designed a Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual / strategic business plans and in periodic management reviews.
22
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
Financial Performance:
The Company's financial performance is covered in Directors' Report to the Members.
Opportunities and Threats:
Due to changing demographics and economic conditions in India, coupled with consumers willing to spend more on a variety of leisure and entertainment services, the filmed entertainment business is set to grow in the years to come. With a proliferation of television channels and new platforms of delivery available today, there is a significant demand for quality programming in a variety of genres, formats and languages, putting content providers in the television space in an extremely favorable position.
The Company is exposed to specific risks that are particular to its businesses and the environment within which it operates, including competition risk, interest rate volatility, human resource risk, execution risk and economic cycle.
Outlook:
Going forward, technology will also be one of the key differentiators for driving revenue & profitability. These discussions led to the development of our long-term strategy along with an action plan that would help us exploit the available opportunities and measure progress against key milestones and take corrective action when required.
For and on behalf of the Board
Kalpana Morakhia Rahul Kate Managing Director Director DIN: 00336451 DIN: 08099915
Date : 2nd September, 2021 Place: Mumbai
Registered Office:
Flat No B-4501 & B-4601, Lodha Bellissimo, Lodha Pavilion, Apollo Mill Compound, Mahalaxmi, Mumbai - 400 011 CIN: L51900MH1981PLC025354 Tel.: 022 6740 0900 Fax: 022 6740 0988 Email: [email protected] Website: www.idreamfilminfra.com
23
Independent Auditors Report
To
The Members of
Idream Film Infrastructure Company Limited (Formerly Softbpo Global Services Limited)
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (FORMERLY SOFTBPO GLOBAL SERVICES LIMITED (“the Company”), which comprise the Standalone Balance Sheet as at March 31, 2021, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity, the Standalone Statement of Cash Flows for the year then ended and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (“the standalone financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, the loss, other comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (“SAs”) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the 'Auditor's Responsibility for the Audit of the Standalone Financial Statements' section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
| Key Audit Matter | Auditors Response |
|---|---|
| A. Going Concern Assumption The company has accumulated losses as on the Balance Sheet date amounting to Rs. 367.61 lakhs against the paid up capital of Rs. 15 lakhs, resulting into negative net worth. It raises a question on the future viability of the company as a going concern. Hence considered a Key Audit Matter. |
In assessing the appropriateness of the going concern assumption used in preparing the financial statements, our procedures included, amongst others: Confirmation from the ultimate holding company of providing financial support. Assessing the cash flow requirements of the company over 12 months from 31 March, 2021 based on budgets and forecasts. The operational and growth plan of the company. Review the pattern of expenditures in previous years Considering the liquidity of existing assets on the balance sheet. . Considering potential downside scenarios and the resultant impact on available funds. |
24
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
Other Information
The Company's management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company's Annual Report, but does not include the standalone financial statements and our Auditors' Report thereon. Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Management' Responsibility for the Standalone Financial Statements
The Company's Management and Board of Directors are responsible for the matters stated in Section 134(5) of Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including Accounting Standards specified under Section 133 of the Act (“Ind AS”). This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management and Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The management and Board of Directors are responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone financial statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one
25
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
-
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(I) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
-
As required by the Companies (Auditor's Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the “Annexure A”, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
-
As required by Section 143(3) of the Act, based on our audit we report that:
-
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
-
b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid standalone financial statements have been kept by the Company so far as it appears from our examination of those books.
-
c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive Income, Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flow dealt with by this Report are in
26
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
-
agreement with the books of account.
-
d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
-
e) On the basis of the written representations received from the directors as on March 31, 2021 taken on record by the Board
-
of Directors, none of the directors is disqualified as on March 31, 2021 from being appointed as a director in terms of Section 164(2) of the Act.
-
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”.
-
g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit
-
and Auditors) Rules, 2014 as amended, in our opinion and to the best of our information and according to the explanations given to us:
-
i. The Company does not have any pending litigations which would impact its Standalone Ind AS financial statements;
-
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and
-
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the group during the year ended March 31, 2021.
-
h) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended:
-
In our opinion and according to the information and explanations given to us, no managerial remuneration has been paid
-
or provided during the year. Hence reporting as required by section 197(16) is not applicable. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.
For M L BHUWANIA AND CO LLP
Chartered Accountants FRN: 101484W / W100197
Vijay Kumar Jain
Partner Membership No. 108374 UDIN: 21108374AAAAHL6581
Place: Mumbai
Date: June 25, 2021
27
Annexure A to the Independent Auditor’s Report
Referred to in paragraph 1 of 'Report on Other Legal and Regulatory Requirements' in the Independent Auditor's Report on the standalone financial statements of the company for the year ended March 31, 2021, we report the following:
-
i The Company does not have any fixed assets. Consequently, clause 3(i) of the Order is not applicable.
-
ii According to the information and explanations provided to us, the Company's nature of operations does not require it to hold inventories. Consequently, clause 3(ii) of the order is not applicable.
-
iii According to the information and explanations provided to us, the Company has not granted any loans, secured or
-
unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under
-
Section 189 of the Act. Hence sub clauses (a) to (c) of clause 3(iii) of the order are not applicable to the Company.
-
iv In our opinion and according to information and explanations provided to us the company has complied with provisions of
-
sections 186 of the Companies Act, 2013 in respect of investments made and section 185 of the Companies Act, 2013 is not applicable as there were no loans, securities and guarantees given during the year.
-
v According to the information and explanations provided to us, the Company has not accepted any deposits from the public
-
within the meaning of Sections 73, 74, 75 and 76 of the Act and the rules framed there under to the extent notified, and therefore clause 3(v) of the order is not applicable
-
vi The Central Government has not prescribed maintenance of cost records under sub section (1) of section 148 of the Companies Act, 2013
-
viii (a) According to the information and explanations provided to us and on the basis of our examination of the records, the
-
Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident
-
fund, employees' state insurance, income tax, sales tax, service tax, duty of custom, duty of excise, value added tax, cess,
-
Goods and Services Tax and any other material statutory dues applicable to it. According to information and explanation
-
given to us, no undisputed amount were in arrears as on March 31, 2021 for a period of more than six months from the date they became payable.
-
-
(b) According to the information and explanations given to us and on the basis of our examination of the records, there are no dues of Income Tax, Service Tax, Value Added Tax, Sales Tax, Goods & Services Tax, Excise Duty and Customs Duty which have not been deposited on account of any dispute.
-
viii In our opinion and according to information and explanations provided to us, the Company does have not any loans and
-
borrowings from Bank, government or financial institution and has not issued debentures during the year
-
ix In our opinion and according to information and explanations provided to us, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and through term loans during the year. Accordingly, clause 3(ix) of the order is not applicable to the Company.
-
x To the best of our knowledge and according to the information and explanations provided to us, no fraud by the Company and no fraud on the Company by its officers or employees has been noticed or reported during the year.
-
xi In our opinion and according to the information and explanations provided to us, no managerial remuneration has been paid or provided during the year. Hence clause 3(xi) of the Order are not applicable to the Company.
-
xii According to the information and explanations provided to us, the nature of the activities of the Company does not attract
-
any special statue applicable to Nidhi Company. Accordingly, clause 3(xii) of the order is not applicable to the company.
-
xiii According to the information and explanations provided to us, and based on our examination of the records of the Company, transactions with the related parties are in compliance with Section 177 and Section 188 of the Act, where applicable, and details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.
-
xiv According to the information and explanations provided to us, and based on our examination of the records of the Company,
-
the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, clause 3(xiv) of the order is not applicable to the Company.
28
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
xv According to the information and explanations given to us, and based on our examination of the records of the Company, the
- Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, clause 3(xv) of the Order is not applicable to the Company
xvi According to the information and explanations given to us, and based on our examination of the records of the Company, the
- Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, clause 3(xvi) of the Order is not applicable to the Company.
For M L BHUWANIA AND CO LLP
Chartered Accountants FRN: 101484W / W100197
Vijay Kumar Jain
Partner Membership No. 108374 UDIN: 21108374AAAAHL6581
Place: Mumbai
Date: June 25, 2021
29
Annexure B to the Independent Auditor’s Report
Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
Referred to in paragraph 2(f) of 'Report on Other Legal and Regulatory Requirements' in the Independent Auditor's Report on the standalone financial statements of the company for the year ended March 31, 2021.
Opinion
We have audited the internal financial controls over financial reporting of IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (FORMERLY SOFTBPO GLOBAL SERVICES LIMITED (“the Company”) as of March 31, 2021 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
In our opinion, to the best of our knowledge and according to the information and explanations provided to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2021, based on the criteria for internal financial control over financial reporting established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
Management's Responsibility for Internal Financial Controls
The Company's management and Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors' Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the Standalone financial statements, whether due to fraud or error.
30
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
For M L BHUWANIA AND CO LLP
Chartered Accountants FRN: 101484W / W100197
Vijay Kumar Jain
Partner Membership No. 108374 UDIN: 21108374AAAAHL6581
Place: Mumbai
Date: June 25, 2021
31
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
Standalone Balance Sheet as at March 31, 2021
| (Rs. In Lacs) | (Rs. In Lacs) | (Rs. In Lacs) | |||
|---|---|---|---|---|---|
| Particulars | Note No. |
As at March 31, 2021 |
As at March 31, 2020 |
||
| ASSETS | |||||
| (1) Non Current Assets | |||||
| (a) Financial Assets | |||||
| i)Non Current Investments | 2 | - | - | ||
| ii) Loans | 3 | - | - | ||
| Total Non Current Assets | - | - | |||
| (2) Current Assets | |||||
| (a) Financial Assets | |||||
| i)Cash and Cash Equivalents | 4 | 0.11 | 0.25 | ||
| (b) Other Current Assets | 5 | 0.05 | 0.05 | ||
| Total Current Assets | 0.16 | 0.30 | |||
| TOTAL ASSETS | 0.16 | 0.30 | |||
| EQUITIES AND LIABILITIES | |||||
| EQUITY | |||||
| (a)EquityShare capital | 6 | 15.00 | 15.00 | ||
| (b) Other Equity | 7 | (367.61) | (326.50) | ||
| Total Equity | (352.61) | (311.50) | |||
| LIABILITIES | |||||
| (1) Non - Current Liabilities | |||||
| (a) Financial Liabilities | |||||
| i)Borrowings | 8 | 328.47 | 293.47 | ||
| Total Non Current Liabilities | 328.47 | 293.47 | |||
| (2) Current Liabilities | |||||
| (a)Financial Liabilities | |||||
| (i)Tradepayables | |||||
| (a)total outstandingdues of micro enterprises and | - | - | |||
| small enterprises | |||||
| (b) total outstanding dues of creditors other than | |||||
| micro enterprises and small enterprises | 9 | 7.83 | 6.32 | ||
| (ii)Other Financial Liabilities | 10 | 16.12 | 11.52 | ||
| (b) Other Current Liabilities | 11 | 0.35 | 0.49 | ||
| Total Current Liabilities | 24.30 | 18.33 | |||
| TOTAL EQUITY AND LIABILITIES | 0.16 | 0.30 | |||
| Summary of significant accounting policies 1 |
|||||
| The accompanyingnotes are an integralpart of the financial statements. |
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited) Standalone Statement of Profit & Loss for the year ended March 31, 2021
| (Rs. In Lacs) | (Rs. In Lacs) | (Rs. In Lacs) | ||||
|---|---|---|---|---|---|---|
| Particulars | Note No. |
2020 - 21 | 2019 - 20 | |||
| Other Income | 12 | 0.29 | 0.24 | |||
| Total Income | 0.29 | 0.24 | ||||
| Expenses | ||||||
| Finance Cost | 13 | 12.93 | 28.64 | |||
| Other expenses | 14 | 10.50 | 10.93 | |||
| Total Expenses | 23.43 | 39.57 | ||||
| Profit before exceptional items and tax | (23.14) | (39.33) | ||||
| Add: Exceptional Items | - | - | ||||
| Profit /(Loss)before tax | (23.14) | (39.33) | ||||
| Less: Tax Expense | ||||||
| 1)Current Tax | - | - | ||||
| 2)Deferred Tax | - | - | ||||
| Total Tax Expenses | - | - | ||||
| Profit / (Loss) after Tax | A | (23.14) | (39.33) | |||
| Other Comprehensive Income | ||||||
| A.(i)Items that will not be reclassified toprofit or loss | - | - | ||||
| (ii) Income tax relating to items that will not be | - | - | ||||
| reclassified to profit or loss | ||||||
| B.(i)Items that will be reclassified toprofit or loss | - | - | ||||
| (ii)Income tax relatingto items that will be | - | - | ||||
| reclassified toprofit or loss | ||||||
| Total Other Comprehensive Income for theyear | B | - | - | |||
| Total Comprehensive Income for theyear | (A+B) | (23.14) | (39.33) | |||
| Earning per equityshare:(Face Value Rs. 10/- each) | 15 | |||||
| (1) Basic | (15.43) | (26.22) | ||||
| (2) Diluted | (15.43) | (26.22) | ||||
| Summary of significant accounting policies 1 |
||||||
| The accompanying notes are an integral part of the financial statements. |
As per our report of even date attached For and on behalf of the Board of Directors of For M L Bhuwania And Co. LLP IDream Film Infrastructure Company Limited Chartered Accountants FRN: 101484W/W100197 Kalpana Morakhia Rahul Kate Managing Director Director Vijay Kumar Jain DIN: 00336451 DIN: 08099915 Partner Membership No: 108374 Place: Mumbai Umesh Bhise Vishakha Poladia Date: 25th June, 2021 CFO Company Secretary 33
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
Standalone Cash Flow Statement for the year ended March 31, 2021
| (Rs. In Lacs) | (Rs. In Lacs) | (Rs. In Lacs) | |||
|---|---|---|---|---|---|
| Particulars |
Year ended March 31, 2021 |
Year ended March 31, 2020 |
|||
| A.Cash Flow from Operating Activities Net Profit before taxation Adjustments for: Interest Paid Interest Received Allowance for Bad & Doubtful Loans Operating Profit before Working Capital changes Adjustments for working capital changes: Increase / (Decrease) in Other Current Assets Increase/(Decrease) in Trade Payable Increase/(Decrease) in Other Liabilities CASH GENERATED FROM OPERATIONS Net Cash inflow/(outflow) from Operating activities B.Cash Flow from Investing Activities Loan to subsidiary company Net Cash inflow from/ (outflow) from Investing activities C.Cash Flow From Financing Activities Loan from Holding Company Interest Paid Net Cash inflow from/ (outflow) from Financing activities Net increase / (decrease) in cash and cash equivalents Opening Cash and Cash Equivalents Closing Cash and Cash Equivalents Note: 1. Cash & Cash Equivalents includes Balance with Bank on Current Account Cash on Hand |
A. B. C. |
Cash Flow from Operating Activities Net Profit before taxation Adjustments for: Interest Paid Interest Received Allowance for Bad & Doubtful Loans Operating Profit before Working Capital changes Adjustments for working capital changes: Increase / (Decrease) in Other Current Assets Increase/(Decrease) in Trade Payable Increase/(Decrease) in Other Liabilities CASH GENERATED FROM OPERATIONS Net Cash inflow/(outflow) from Operating activities Cash Flow from Investing Activities Loan to subsidiary company Net Cash inflow from/ (outflow) from Investing activities Cash Flow From Financing Activities Loan from Holding Company Interest Paid Net Cash inflow from/ (outflow) from Financing activities Net increase / (decrease) in cash and cash equivalents Opening Cash and Cash Equivalents Closing Cash and Cash Equivalents |
(23.14) 12.93 (0.29) 0.90 (9.61) - 1.51 (0.14) (8.24) |
(39.33) 28.64 (0.24) 1.04 (9.89) 0.01 2.93 0.16 (6.78) |
|
| (8.25) | (6.78) | ||||
| (0.61) | (0.80) | ||||
| (0.61) | 0.80) | ||||
| 9.23 (0.51) |
8.11 (0.44) |
||||
| 8.71 | 7.67 | ||||
| (0.14) | 0.09 | ||||
| 0.25 0.11 |
0.16 0.25 |
||||
| (0.14) | 0.09 | ||||
-
Cash flow statement has been prepared under the indirect method as set out in Indian Accounting Standard ( Ind AS 7) statement of cash flows.
-
Previous year's figures have been Re-grouped/ Re-arranged, wherever considered necessary.
As per our report of attached even date For and on behalf of the Board of Directors of For M L Bhuwania And Co. LLP IDream Film Infrastructure Company Limited Chartered Accountants FRN: 101484W/W100197 Kalpana Morakhia Rahul Kate Managing Director Director Vijay Kumar Jain DIN: 00336451 DIN: 08099915 Partner Membership No: 108374 Place: Mumbai Umesh Bhise Vishakha Poladia Date: 25th June, 2021 CFO Company Secretary
For and on behalf of the Board of Directors of IDream Film Infrastructure Company Limited
34
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
Standalone Statement of changes in equity for the year ended 31st March, 2021
(a) Equity Share Capital
| (Rs. In Lacs) | (Rs. In Lacs) | (Rs. In Lacs) | |
|---|---|---|---|
| Particulars | No of Shares | Amount | |
| Balance as at 31st March, 2019 | 150,000 | 15.00 | |
| Changes in equity share capital during the year | - | - | |
| Balance as at 31st March, 2020 | 150,000 | 15.00 | |
| Changes in equityshare capital duringtheyear | - | - | |
| Balance as at 31st March, 2021 | 150,000 | 15.00 |
(b) Other Equity
| Particulars | Reserves & Surplus | Reserves & Surplus | Other components of Equity (Loans from Holding Company |
Total |
|---|---|---|---|---|
| Retained Earnings |
Securities Premium |
|||
| Balance as at 31st March, 2019 | (434.72) | 10.00 | 135.18 | (289.55) |
| Profit/(Loss)for theyear | (39.33) | - | - | (39.33) |
| Other Component of Equity during the year | - | - | 2.36 | 2.36 |
| Balance as at 31st March, 2020 | (474.05) | 10.00 | 137.55 | (326.50) |
| Profit/(Loss)for theyear | (23.14) | - | - | (23.14) |
| Other Component of Equityduringtheyear | - | - | (17.96) | (17.96) |
| Balance as at 31st March, 2021 | (497.20) | 118.89 | (367.61) |
The accompanying notes are an integral part of the financial statements.
As per our report of even date attached
For M L Bhuwania And Co. LLP
Chartered Accountants FRN: 101484W/W100197
Vijay Kumar Jain Partner
Membership No: 108374 Place: Mumbai Date: 25th June, 2021
For and on behalf of the Board of Directors of IDream Film Infrastructure Company Limited
Kalpana Morakhia Rahul Kate Managing Director Director DIN: 00336451 DIN: 08099915
Umesh Bhise Vishakha Poladia CFO Company Secretary
35
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
1. Notes to financial statements for the Year Ended March 31, 2021
Note 1A Company Overview
The Company ("Idream Film Infrastructure Company Limited") is an existing public limited company incorporated on 3rd October, 1981 under the provisions of the Indian Companies Act, 1956 and deemed to exist within the purview of the Companies Act, 2013 having its registered office at Flat No B-4501& B-4601, Lodha Bellissimo, Lodha Pavilion, Apollo Mill Compound, Mahalaxmi, Mumbai - 400011. The equity shares of the Company are listed on BSE Limited (“BSE”). The financial statements are presented in Indian Rupee (₹).
Note1B Significant Accounting Policies
This note provides a list of the significant accounting policies adopted in the preparation of these financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated.
(A) Basis Of Preparation Of Financial Statement
i) Compliance with Ind AS
The financial statements Complies in all material aspects with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended and notified under Section 133 of the Companies Act, 2013 (the "Act") and other relevant provisions of the Act and other accounting principles generally accepted in India.
The financial statements were authorized for issue by the Company's Board of Directors on 25th June, 2021.
These financial statements are presented in Indian Rupees (INR), which is also the functional currency. All the amounts have been rounded off to the nearest lacs, unless otherwise indicated.
ii) Historical cost convention
These financial statements have been prepared on historical cost basis, except for certain financial instruments which are measured at fair value or amortised cost at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All assets and liabilities have been classified as current and non-current as per the Company’s normal operating cycle.
iii) Current and Non Current Classification.
All assets and liabilities have been classified as current or non-current as per the Company's operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current – non-current classification of assets and liabilities.
(B) Use of estimates and judgements
The preparation of financial statements requires management to make judgments, estimates and assumptions in the application of accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Continuous evaluation is done on the estimation and judgments based on historical experience and other factors, including expectations of future events that are believed to be reasonable. Revisions to accounting estimates are recognised prospectively.
(C) Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
36
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
(I) Financial Assets (I) Classification The Company classifies its financial assets in the following measurement categories: (a) those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss); and (b) those measured at amortised cost. The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. (a) For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. (b) For investments in debt instruments, this will depend on the business model in which the investment is held. (c) For investments in equity instruments, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income. The Company reclassifies debt investments when and only when its business model for managing those assets changes. (ii) Measurement At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. (a) Debt instruments Subsequent measurement of debt instruments depends on the Company’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Company classifies its debt instruments: Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt investment that is subsequently measured at amortised cost and is not part of a hedging relationship is recognised in profit or loss when the asset is derecognised or impaired. Interest income from these financial assets is included in other income using the effective interest rate method.
Fair value through other comprehensive income (FVOCI): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at fair value through other comprehensive income (FVOCI). Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in profit and loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other income or other expenses (as applicable). Interest income from these financial assets is included in other income using the effective interest rate method.
Fair value through profit or loss (FVTPL): Assets that do not meet the criteria for amortised cost or FVOCI are measured at fair value through profit or loss. A gain or loss on a debt investment that is subsequently measured at fair value through profit or loss and is not part of a hedging relationship is recognised in profit or loss and presented net in
37
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
the statement of profit and loss within other income or other expenses (as applicable) in the period in which it arises. Interest income from these financial assets is included in other income or other expenses, as applicable.
(b) Equity Instruments
The Company subsequently measures all equity investments at fair value (except investment in subsidiaries which are at amortised cost). Where the Company’s management has selected to present fair value gains and losses on equity investments in other comprehensive income and there is no subsequent reclassification of fair value gains and losses to profit or loss. Dividends from such investments are recognised in profit or loss as other income when the Company’s right to receive payments is established.
Changes in the fair value of financial assets at fair value through profit or loss are recognised in other income or other expenses, as applicable in the statement of profit and loss. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.
(iii) Impairment of financial assets
The Company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost and FVOCI debt instruments. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
For trade receivables only, the Company applies the simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime credit losses (ECL) to be recognised from initial recognition of the receivables. The Company uses historical default rates to determine impairment loss on the portfolio of trade receivables. At every reporting date these historical default rates are reviewed and changes in the forward looking estimates are analysed.
For other assets, the Company uses 12 month ECL to provide for impairment loss where there is no significant increase in credit risk. If there is significant increase in credit risk full lifetime ECL is used.
(iv) Derecognition of financial assets
A financial asset is derecognised only when -
(a) The Company has transferred the rights to receive cash flows from the financial asset or
(b) retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.
Where the entity has transferred an asset, the Company evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognised.
Where the entity has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is derecognised if the Company has not retained control of the financial asset. Where the Company retains control of the financial asset, the asset is continued to be recognised to the extent of continuing involvement in the financial asset.
(II) Financial Liabilities
(I) Measurement
Financial liabilities are initially recognised at fair value, reduced by transaction costs (in case of financial liability not at fair value through profit or loss), that are directly attributable to the issue of financial liability. After initial
38
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
recognition, financial liabilities are measured at amortised cost using effective interest method. The effective interest rate is the rate that exactly discounts estimated future cash outflow (including all fees paid, transaction cost, and other premiums or discounts) through the expected life of the financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition. At the time of initial recognition, there is no financial liability irrevocably designated as measured at fair value through profit or loss.
(ii) Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.
(D) Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits with banks, other short term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes outstanding bank overdraft shown within current liabilities in statement of financial balance sheet and which are considered as integral part of company’s cash management policy.
(E) Cash flow statement
Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated.
(F) Income tax policy
Current Tax
Provision for current tax is made after taking into consideration benefits admissible under the provisions of the Income Tax Act, 1961.
Deferred Tax
Deferred tax resulting from " timing difference " between book and taxable profit is accounted for using the tax rates and laws that have been enacted or substantively enacted as on the Balance Sheet date. The deferred tax assets is recognised and carried forward only to the extent that there is a reasonable certainty that the asset will be realised in future.
(G) Revenue Recognition:
(i) Revenue from sale of products and services are recognised at a time on which the performance obligation is satisfied.
(ii) Interest income is recorded on a time proportion basis taking into account the amounts invested and the rate of interest.
(H) Borrowing Cost:
Borrowing costs, which are directly attributable to the acquisition, construction or production of a qualifying assets
are capitalised as a part of the cost of the assets. Other borrowing costs are recognised as expenses in the year in which they are incurred .
39
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
(I) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
-
the profit attributable to owners of the Company; and
-
by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year.
ii) Diluted earnings per share
Diluted earnings per share adjust the figures used in the determination of basic earnings per share to take into account:
-
the after income tax effect of interest and other financing costs associated with dilutive potential equity shares; and
-
the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.
(J) Impairment of Assets:
Intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets that suffered impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
(K) Contingencies / Provisions:
A provision is recognised when an company has a present obligation as a result of past event; it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation and reliable estimate can be made.
(L) Trade and other payables
These amounts represent liabilities for goods and services provided to the Company prior to the end of financial year which are unpaid. Trade and other payables are recognised, initially at fair value, and subsequently measured at amortised cost using effective interest rate method.
(M) Investments
On transition to Ind AS, equity investments are measured at fair value, with value changes recognised in Other Comprehensive Income, except for those mutual fund for which the Company has elected to present the fair value changes in the Statement of Profit and Loss.
(N) Operating Cycle
Based on the nature of products/activities of the Company and the normal time between acquisition of assets and their realisation in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non current.
(O) Recent Indian Accounting Standards (Ind AS)
On March 24, 2021, the Ministry of Corporate Affairs (“MCA”) through a notification, amended Schedule III of the Companies Act, 2013. The amendments revise Division I, II and III of Schedule III and are applicable from April 1,
40
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
-
Key amendments relating to Division II which relate to companies whose financial statements are required to comply with Companies (Indian Accounting Standards) Rules 2015 are:
-
Balance Sheet:
-
Lease liabilities should be separately disclosed under the head ‘financial liabilities’, duly distinguished as current or non-current.
-
Certain additional disclosures in the statement of changes in equity such as changes in equity share capital due to prior period errors and restated balances at the beginning of the current reporting period.
-
Specified format for disclosure of shareholding of promoters.
-
Specified format for ageing schedule of trade receivables, trade payables, capital work-in-progress and intangible asset under development.
-
If a company has not used funds for the specific purpose for which it was borrowed from banks and financial institutions, then disclosure of details of where it has been used.
-
Specific disclosure under ‘additional regulatory requirement’ such as compliance with approved schemes of
-
arrangements, compliance with number of layers of companies, title deeds of immovable property not held in name
-
of company, loans and advances to promoters, directors, key managerial personnel (KMP) and related parties, details of benami property held etc.
Statement of profit and loss:
- Additional disclosures relating to Corporate Social Responsibility (CSR), undisclosed income and crypto or virtual currency specified under the head ‘additional information’ in the notes forming part of consolidated financial statements.
The amendments are extensive and the Company will evaluate the same to give effect to them as required by law.
41
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
| 2 3 4 5 |
NON CURRENT INVESTMENTS | (Rs. In Lacs) | (Rs. In Lacs) | |
|---|---|---|---|---|
| Particulars | As at March 31, 2021 |
As at March 31, 2020 |
||
| Investments in Equity Instruments of Wholly Owned Subsidiary Companies Unquoted Trade Investment (At Cost) 50,000 (Previous year 50,000) shares of Rs 10/- each of AHA Parks Limited Total Value of Investments Less: Provision for dimunition in value of investments |
5.00 5.00 (5.00) |
5.00 5.00 (5.00) |
||
| Net Value of Investments | - | - | ||
| LOANS | (Rs. In Lacs) | |||
| Particulars | As at March 31, 2021 |
As at March 31, 2020 |
||
| (Unsecured, Considered doubtful) Loans and Advances to Related Parties - Loan to Subsidiary Company - Less: Provision for doubtful loans and advances |
- 253.16 (253.16) |
- 252.26 (252.26) |
||
| - | - | |||
| CASH AND CASH EQUIVALENTS | (Rs. In Lacs) | |||
| Particulars | As at March 31, 2021 |
As at March 31, 2020 |
||
| Balance With Banks - In Current account |
0.10 | 0.24 | ||
| Cash on Hand | 0.01 | 0.01 | ||
| Total | 0.11 | 0.25 | ||
| OTHER CURRENT ASSETS | (Rs. In Lacs) | |||
| Particulars | As at March 31, 2021 |
As at March 31, 2020 |
||
| Advance recoverable in cash or kind or for value to be received |
0.05 | 0.05 | ||
| Total | 0.05 | 0.05 | ||
42
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
| 6 |
EQUITY SHARE CAPITAL | (Rs. In Lacs) | (Rs. In Lacs) | |
|---|---|---|---|---|
| Particulars | As at March 31, 2021 |
As at March 31, 2020 |
||
| Authorized Shares 65,00,000 Equity shares, Rs. 10 /-par value (Previous Year: 65,00,000 equity shares Rs. 10/- each) Issued, Subscribed and Fully Paid Up Shares 1,50,000 Equity Shares, Rs. 10/- par value (Previous Year: 1,50,000 equity shares Rs. 10/- each) Total Issued, Subscribed and Fully Paid Up Share Capital |
650.00 | 650.00 | ||
| 650.00 | 650.00 | |||
| 15.00 | 15.00 | |||
| 15.00 | 15.00 |
Note No. 6.1
The reconciliation of the number of shares outstanding at the beginning and at the end of reporting period 31-03-2021:
| Particulars | As at March 31, 2021 | As at March 31, 2021 | As at March 31, 2020 | As at March 31, 2020 |
|---|---|---|---|---|
| No. of Shares |
Amount (Rs. in Lacs) |
No. of Shares |
Amount (Rs. in Lacs) |
|
| Number of shares at the beginning Add: Shares issued during the year Less : Shares Bought back (If any) Number of shares at the end |
150,000 - - |
15.00 - - |
150,000 - - |
15.00 - - |
| 150,000 | 15.00 | 150,000 | 15.00 |
Note No. 6.2
Terms/rights attached to equity shares
(A) The company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity shares
is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
- (B) In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of
the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
Note No. 6.3
The details of shareholders holding more than 5% shares in the company :
| Name of the Shareholders | No. of Shares held |
% held as at March 31, 2021 |
No. of Shares held |
% held as at March 31, 2020 |
|---|---|---|---|---|
| AHA Holdings Private Limited (Holding Company) |
90,000 | 60.00 | 90,000 | 60.00 |
43
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
Note No. 6.4
Shares of the company held by holding company
| Name of the Shareholders | No. of Shares held |
% held as at March 31, 2021 |
No. of Shares held |
% held as at March 31, 2020 |
|---|---|---|---|---|
| AHA Holdings Private Limited (Holding Company) |
90,000 | 60.00 | 90,000 | 60.00 |
7 OTHER EQUITY
| Particulars | As at March 31, 2021 |
As at March 31, 2020 |
|
|---|---|---|---|
| Reserves & Surplus* Securities Premium# Retained Earnings ## Other Components of Equity -Long term loan from Holding Company |
10.00 (497.20) 119.59 |
10.00 (474.05) 137.55 |
|
| (367.61) | (326.50) |
# Securities Premium
The amount received in excess of the par value of Equity shares issued have been classified as securities premium. In accordance with the provision of Section 52 of Indian Companies Act, 2013, the securities premium account can only be utilised for the purposes of issue bonus shares, repurchasing the Company's shares, redemption of preference shares and debentures, and offsetting direct issue costs and discount allowed for the issue of shares or debentures.
## Retained Earnings
Retained earnings includes the Company's cumulative earning and losses respectively.
- For movement, refer statement of changes in equity.
| 8 |
BORROWINGS | (Rs. In Lacs) | (Rs. In Lacs) |
|---|---|---|---|
| Particulars | As at March 31, 2021 |
As at March 31, 2020 |
|
| Unsecured From Related Parties: Loan from HoldingCompany |
328.47 | 293.47 | |
| Total | 328.47 | 293.47 | |
44
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
| 9 |
TRADE PAYABLES | (Rs. In Lacs) | (Rs. In Lacs) |
|---|---|---|---|
| Particulars | As at March 31, 2021 |
As at March 31, 2020 |
|
| Dues of micro and small enterprises (Refer Note No 9.1) Dues other than micro and small enterprises (Refer Note No 9.1) No 9.1) |
- 7.83 |
- 6.32 |
|
| Total | 6.32 | 3.39 |
Note No 9.1:
Note No 9.1: Micro enterprises and Small enterprises have been identified by the Company on the basis of the information available. Total outstanding dues of Micro and Small enterprises, which are outstanding for more than the stipulated period and other disclosures as per Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) are given below:
| Particulars | As at March 31, 2021 |
As at March 31, 2020 |
|
|---|---|---|---|
| (a) Dues remaining unpaid - Principal - Interest on above (b) Interest paid in terms of Section 16 of MSMED Act - Principal paid beyond the appointed date - Interest paid in terms of Section 16 of MSMED Act (c ) Amount of interest due and payable for the period of delay on payments made beyond the appointed dayduringtheyear |
- - - - - |
- - - - - |
|
| (d) Amount of interest accrued and unpaid | - | - | |
10 OTHER FINANCIAL LIABILITIES
(Rs. In Lacs)
| Interest payable Total Particulars 11 OTHER CURRENT LIABILITIES Statutory Dues Payable Total Particulars |
Particulars | As at March 31, 2021 |
As at March 31, 2020 |
|---|---|---|---|
| Interest payable | 16.12 | 11.52 | |
| Total | 16.12 | 11.52 | |
| (Rs. In Lacs) | |||
| Particulars | As at March 31, 2021 |
As at March 31, 2020 |
|
| Statutory Dues Payable | 0.35 | 0.49 | |
| Total | 0.35 | 0.49 | |
45
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
| 12 13 14 |
12 13 14 |
OTHER INCOME | (Rs. In Lacs) | (Rs. In Lacs) |
|---|---|---|---|---|
| Particulars | 2020-21 | 2019-20 | ||
| Interest Income | 0.29 | 0.24 | ||
| TOTAL | 0.29 | 0.24 | ||
| FINANCE COSTS | (Rs. In Lacs) | |||
| Particulars | 2020-21 | 2019-20 | ||
| Interest Expenses on Long Term Borrowings Unwinding of interest on Long Term Borrowings TOTAL |
5.10 7.83 |
4.41 24.23 |
||
| 12.93 | 28.64 | |||
| OTHER EXPENSES | (Rs. In Lacs) | |||
| Particulars | 2020-21 | 2019-20 | ||
| Advertisement, Publicity & Sales Promotion Custodial Fees Director Sitting Fees Domain Registration Fees Legal & Professional Fees Listing Charges Printing & Stationery Rates & Taxes Payment to Statutory Auditors (Refer Note no. 14.1) Registration and Filing Fees Share Transfer Fees Allowance for Bad & Doubtful loans Miscellaneous Expenses TOTAL Note No. 14.1 Payment to Statutory Auditors (A) Payment to Statutory Auditors As Auditors : Audit Fees (including Limited Review) Other Services Towards GST Total Auditors Remuneration |
0.48 0.11 - 0.15 3.00 3.54 0.39 0.03 1.09 0.19 0.58 0.90 0.04 |
0.48 0.11 0.38 0.09 2.80 3.54 0.46 0.03 1.09 0.27 0.61 1.04 0.03 |
||
| 10.50 | 10.93 | |||
| 0.42 0.50 0.17 |
0.72 0.20 0.17 |
|||
| 1.09 | 1.09 |
46
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
| 15 EARNING PER SHARE 2020-21 2019-20 (A) Profit attributable to Equity Shareholders (Rs. In Lacs) (23.14) (39.33) (B) No. of Equity Share outstanding during the year. 150,000 150,000 (C) Face Value of each Equity Share (Rs. In Lacs) 10 10 (D) Basic & Diluted earning per Share (Rs. In Lacs) (15.43) (26.22) Particulars |
15 EARNING PER SHARE 2020-21 2019-20 (A) Profit attributable to Equity Shareholders (Rs. In Lacs) (23.14) (39.33) (B) No. of Equity Share outstanding during the year. 150,000 150,000 (C) Face Value of each Equity Share (Rs. In Lacs) 10 10 (D) Basic & Diluted earning per Share (Rs. In Lacs) (15.43) (26.22) Particulars |
15 EARNING PER SHARE 2020-21 2019-20 (A) Profit attributable to Equity Shareholders (Rs. In Lacs) (23.14) (39.33) (B) No. of Equity Share outstanding during the year. 150,000 150,000 (C) Face Value of each Equity Share (Rs. In Lacs) 10 10 (D) Basic & Diluted earning per Share (Rs. In Lacs) (15.43) (26.22) Particulars |
15 EARNING PER SHARE 2020-21 2019-20 (A) Profit attributable to Equity Shareholders (Rs. In Lacs) (23.14) (39.33) (B) No. of Equity Share outstanding during the year. 150,000 150,000 (C) Face Value of each Equity Share (Rs. In Lacs) 10 10 (D) Basic & Diluted earning per Share (Rs. In Lacs) (15.43) (26.22) Particulars |
|---|---|---|---|
| Particulars | 2020-21 | 2019-20 | |
| (A) Profit attributable to Equity Shareholders (Rs. In Lacs) (B) No. of Equity Share outstanding during the year. (C) Face Value of each Equity Share (Rs. In Lacs) (D) Basic & Diluted earning per Share (Rs. In Lacs) |
(23.14) 150,000 10 (15.43) |
(39.33) 150,000 10 (26.22) |
16 Financial risk management
The Company’s principal financial liabilities comprise borrowings, trade and other payables. The main purpose of
these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations.
Considering the state of affairs of the company, the Company is exposed to liquidity risk. The Company’s senior
management oversees the management of these risks.
A Liquidity risk
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a
reasonable price. For the Company, liquidity risk arises from obligations on account of financial liabilities – trade payables and other financial liabilities .
Liquidity risk management
The Company’s Senior Management is responsible for liquidity and funding as well as settlement management. In
addition, processes and policies related to such risks are overseen by senior management.
Maturities of non – derivative financial liabilities (Rs. in Lacs)
As at 31 March 2021
| Maturities of non – derivative financial liabilities (Rs. in Lacs) |
Maturities of non – derivative financial liabilities (Rs. in Lacs) |
Maturities of non – derivative financial liabilities (Rs. in Lacs) |
Maturities of non – derivative financial liabilities (Rs. in Lacs) |
Maturities of non – derivative financial liabilities (Rs. in Lacs) |
|---|---|---|---|---|
| As at 31 March 2021 | ||||
| Particulars | Upto 1 Year |
Between 1 and 3 Years |
Beyond 3 Years |
Total |
| Financial Liabilities - Non-Current Borrowings Financial Liabilities - Current Trade payables Other Financial Liabilities |
- - - 7.83 16.12 |
- - - - - |
328.47 - - - - |
328.47 - - 7.83 16.12 |
| Total | 23.95 | - | 328.47 | 352.42 |
| As at 31 March 2020 | ||||
| Particulars | Upto 1 Year |
Between 1 and 3 Years |
Beyond 3 Years |
Total |
| Financial Liabilities - Non-Current Borrowings Financial Liabilities - Current Trade payables Other Financial Liabilities |
- - - 6.32 11.52 |
- - - - - |
293.47 - - - - |
293.47 - - 6.32 11.52 |
| Total | 17.84 | - | 263.49 | 311.31 |
47
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
17 FAIR VALUE MEASUREMENT Financial instruments by category
| Financial instruments by category | ||||
|---|---|---|---|---|
| Particulars |
As at March 31, 2021 | As at March 31, 2020 | ||
| FVTPL |
Amortised Cost |
FVTPL Shares |
Amortised Cost |
|
| Financial assets Cash and cash equivalents |
- | 0.11 | - | 0.25 |
| Total financial | - | 0.11 | - | 0.25 |
| Financial liabilities Borrowings Trade Payables Other Payables |
328.47 - - |
- 7.83 16.12 |
293.47 - - |
- 6.32 11.52 |
| Total financial liabilities | 328.47 | 23.95 | 293.47 | 17.84 |
18 Related Party Disclosures:
| a) Name of the related party and description of relationship. | a) Name of the related party and description of relationship. | a) Name of the related party and description of relationship. | |
|---|---|---|---|
| Sr. No. | Related Parties | Nature of Relationship | |
| 1 2 3 4 5 6 |
Mrs. Shamika Kadam (Resigned as Managing Director on 11.02.2021) Mrs. Kalpana Morakhia (Appointed as Managing Director on 11.02.2021) Mr. Umesh Bhise (CFO) Ms. Vishakha Poladia (Company Secretary) (Resigned on 17.09.2020 & Re-Appointed on 16.03.2021) AHA Parks Limited AHA Holdings Pvt Ltd |
Key Management Personnel Key Management Personnel Key Management Personnel Key Management Personnel Key Management Personnel Subsidiary Company Holding Company |
| b) Details of Transactions during the year with related parties. | b) Details of Transactions during the year with related parties. | b) Details of Transactions during the year with related parties. | b) Details of Transactions during the year with related parties. | b) Details of Transactions during the year with related parties. | b) Details of Transactions during the year with related parties. | b) Details of Transactions during the year with related parties. | b) Details of Transactions during the year with related parties. | |
|---|---|---|---|---|---|---|---|---|
| Sr. No. | Related Parties | Nature of Transactions during the year | 2020-21 (Rs. in Lacs) |
2019-20 (Rs. in Lacs) |
||||
| 1 2 |
AHA Holdings Pvt Ltd AHA Parks Limited |
Loans Taken Interest Paid (Including unwinding of interest) Loans given to subsidiary Provision for doubtful loans and advances Interest received |
35.01 12.93 0.61 0.90 0.29 |
29.97 28.64 0.80 1.04 0.24 |
||||
| c) Balances at end of the year with related parties. (Rs. in Lacs) |
||||||||
| Sr. No. |
Related Parties |
Nature of Transactions during theyear |
As at March 31, 2021 |
As at March 31, 2020 |
||||
| 1 2 |
AHA Holdings Pvt Ltd AHA Parks Limited |
Loans Repayable Interest Payable Loan Receivable Provision for doubtful loans and advances Investments in Shares Provision for dimunition in value of Investments |
328.47 16.12 253.16 253.16 5.00 5.00 |
293.47 11.52 252.26 252.26 5.00 5.00 |
48
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
-
19 The company has accumulated losses as on the Balance Sheet date amounting Rs.367.61 Lacs (Previous Year - Rs. 326.50 Lacs against the paid up capital of Rs. 15 lacs. In view of the Management, the company's accounts are prepared on going concern basis considering the fact that its holding company will provide continuous financial support.
-
20 The management assessed that Cash and Cash equivalents, loans, other balances with Banks, trade receivables, trade payables and other current liabilities/assets approximate their carrying amounts largely due to the short-term maturities of these instruments.
-
21 The company has assessed the possible effects that may result from the COVID-19 pandemic on the carrying amounts of
-
other assets / liabilities. Based on the current indicators of economic conditions, the company expects to recover the carrying amount of all its assets. The Management has also assessed and concluded that no material uncertainty exists, which raises a doubt on the company’s ability to continue as a going concern in the near future. The actual impact of the COVID-19 pandemic may be different from that estimated as at the date of approval of these financial statements and the company will continue to closely monitor any material changes to the economic conditions in the future.
-
22 Previous year figures have been regrouped and rearranged wherever considered necessary to make them comparable with those of the current year.
For M L Bhuwania And Co. LLP
Chartered Accountants FRN: 101484W/W100197
Vijay Kumar Jain Partner Membership No: 108374 Place: Mumbai Date: 25th June, 2021
For and on behalf of the Board of Directors of
Kalpana Morakhia Rahul Kate Managing Director Director DIN: 00336451 DIN: 08099915
Umesh Bhise CFO
Vishakha Poladia Company Secretary
49
Consolidated Auditors Report
To
The Members of
Idream Film Infrastructure Company Limited (Formerly Softbpo Global Services Limited)
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the accompanying consolidated financial statements of IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (FORMERLY SOFTBPO GLOBAL SERVICES LIMITED (“Holding Company”) and its subsidiary (Holding Company and its subsidiary together referred to as “the Group”), which comprise the Consolidated Balance Sheet as at March 31, 2021, and the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows for the year then ended and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information (“the consolidated financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of their consolidated state of affairs of the Company as at March 31, 2021, their consolidated loss, the consolidated other comprehensive income, their consolidated changes in equity and their consolidated cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the consolidated financial statements in accordance with the Standards on Auditing (“SAs”) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the 'Auditor's Responsibility for the Audit of the Consolidated Financial Statements' section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI), and we have fulfilled our other ethical responsibilities in accordance with the provisions of the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the consolidated financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
| Key Audit Matter | Auditors Response |
|---|---|
| A. Going Concern Assumption The Group has accumulated losses as on the Balance Sheet date amounting to Rs. 368.49 lakhs against the paid up capital of Rs. 15 lakhs, resulting into negative net worth. It raises a question on the future viability of the company as a going concern. Hence considered a Key Audit Matter. |
In assessing the appropriateness of the going concern assumption used in preparing the financial statements, our procedures included, amongst others: Confirmation from the ultimate holding company of providing financial support. Assessing the cash flow requirements of the company over 12 months from 31 March 2021 based on budgets and forecasts. The operational and growth plan of the company. Review the pattern of expenditures in previous years Considering the liquidity of existing assets on the balance sheet. . Considering potential downside scenarios and the resultant impact on available funds. |
| 50 |
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
Other Information
The Holding Company's management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company's Annual Report, but does not include the consolidated financial statements and our Auditors' Report thereon. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information, compare with the financial statements if the subsidiary audited by the other auditor, to the extent it relates to this entity and, in doing so, place reliance on the work of the other auditor and consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. Other information so far as it relates to the subsidiary is traced from their financial statements audited by the other auditor. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Management's Responsibility for the Consolidated Financial Statements
The Holding Company's management and Board of Directors are responsible for the matters stated in Section 134(5) of Act with respect to the preparation and presentation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated changes in equity and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (“Ind AS”) specified under section 133 of the Act. The respective company's management and Board of Directors of the company included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of each entity and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the management and Board of Directors of the Holding Company, as aforesaid.
In preparing the consolidated financial statements, the respective management and Board of Directors of the company included in the Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective management either intends to liquidate or cease operations, or has no realistic alternative but to do so.
The respective management and Board of Directors of the company included in the Group are responsible for overseeing the financial reporting process of the Group.
Auditor's Responsibility for the Audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
51
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one
-
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control
-
Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(I) of the Act, we are also responsible for expressing our opinion on
-
whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures,
-
and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entity and business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of the entity included in the consolidated financial statements of which we are the independent auditors. For the other entity included in the consolidated financial statements, which have been audited by other auditor, such other auditor remains responsible for the direction, supervision and performance of the audit carried out by him. We remain solely responsible for our audit opinion.
We communicate with those charged with governance of the Holding Company, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
52 35
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
Other Matters:
-
a) We did not audit the financial statements / financial information of the subsidiary, whose financial statements reflect unconsolidated total assets of Rs. 0.45 Lakhs as at 31 st March 2021, unconsolidated total revenue of Rs. 0.02 Lakhs and other comprehensive income of Rs. Nil for the year ended March 31, 2021, unconsolidated net loss Rs. (1.46) Lakhs for the year ended March 31, 2021 and unconsolidated net cash out flow of Rs. 0.02 Lakhs for the year ended on that date, as considered in the consolidated financial statements. This financial statements / financial information have been audited by other auditor whose reports have been furnished to us by the Management and our opinion on the consolidated financial
-
statements, in so far as it relates to the amounts and disclosures included in respect of this subsidiary, and our report in
-
terms of sub-sections (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiary are based solely on the reports of the other auditor.
Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is
- not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditor.
Report on other Legal and Regulatory Requirements
As required by Section 143(3) of the Act, based on our audit and on the consideration of report of the other auditor on separate financial statements / information of subsidiary, referred to in the paragraph on 'Other Matters' section above, we report, to the extent applicable, that:
-
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.
-
b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial
-
statements have been kept so far as it appears from our examination of those books, returns and the reports of the other auditor.
-
c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.
-
d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
-
e) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2021
-
taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary
-
company, none of the directors of the Group company is disqualified as on March 31, 2021 from being appointed as a director in terms of Section 164(2) of the Act.
-
f) With respect to the adequacy of internal financial controls over financial reporting of the Group and the operating effectiveness of such controls, refer to our separate report in “Annexure A”.
-
g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditor's) Rules, 2014 as amended, in our opinion and to the best of our information and according to the explanations
-
given to us and based on the consideration of the report of the other auditor on the financial statements / information of the subsidiary, as noted in the paragraph on 'Other Matters':
-
i. The Group does not have any pending litigations which would impact its Consolidated Ind AS financial statements;
3553
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
ii. The Group did not have any material foreseeable losses on long term contracts including derivatives contacts;
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the group during the year ended March 31, 2021.
- h) With respect to the matter to be included in the Auditor's Report under section 197(16):
In our opinion and according to the information and explanations given to us, no managerial remuneration has been paid or provided during the year. Hence reporting as required by section 197(16) is not applicable. The Ministry of Corporate
Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.
For M L BHUWANIA AND CO LLP
Chartered Accountants FRN: 101484W / W100197
Vijay Kumar Jain
Partner Membership No. 108374 UDIN: 211083374AAAAHM9386
Place: Mumbai
Date: June 25, 2021
35
54
Annexure A to the Consolidated Auditor’s Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
Referred to in paragraph (f) of 'Report on Other Legal and Regulatory Requirements' in the Independent Auditor's Report on the consolidated financial statements of the company for the year ended March 31, 2021.
Opinion
In conjunction with our audit of the consolidated financial statements of IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (FORMERLY SOFTBPO GLOBAL SERVICES LIMITED (“the Holding Company”) as of and for the year ended March 31, 2021, we have audited the internal financial control over financial reporting of the Holding Company and its subsidiary company as of that date.
In our opinion to the best of our knowledge and according to the opinion expressed in the report of other auditor, the Holding Company and its subsidiary company, in all material respects, have an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2021, based on the criteria for internal controls over financial reporting established by the respective companies, wherever applicable, considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
Management's Responsibility for Internal Financial Controls
The respective company's management and Board of Directors of Holding Company and its subsidiary company, are responsible for establishing and maintaining internal financial controls based on the internal controls over financial reporting criteria established by the respective companies, considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013
Auditors' Responsibility
Our responsibility is to express an opinion on the internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditor in terms of their reports referred to in the paragraph on 'Other Matters', is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Holding Company and its subsidiary.
55
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the consolidated financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Other Matters
Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls with reference to consolidated financial statements in so far as it relates to subsidiary company, is based on the corresponding reports of the auditor of such company.
For M L BHUWANIA AND CO LLP
Chartered Accountants FRN: 101484W / W100197
Vijay Kumar Jain
Partner Membership No: 108374 UDIN: 211083374AAAAHM9386
Place: Mumbai Date: June 25, 2021
56
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
| IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited) |
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited) |
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited) |
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited) |
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited) |
|
|---|---|---|---|---|---|
| Consolidated Balance Sheet as at March 31, 2021 (Rs. In Lacs) |
|||||
| Particulars | Note No. |
As at March 31, 2021 |
As at March 31, 2020 |
||
| ASSETS | |||||
| (1) Current Assets | |||||
| (a) Financial Assets | |||||
| i) Cash and Cash Equivalents | 2 | 0.21 | 0.37 | ||
ii) Bank balances other than (i) above |
3 | 0.29 | 0.29 | ||
| iii) Other financial assets | 4 | 0.05 | 0.04 | ||
(b) Other current assets |
5 | 0.06 | 0.05 | ||
Total Current Assets |
0.61 | 0.75 | |||
| TOTAL ASSETS | 0.61 | 0.75 | |||
| EQUITIES AND LIABILITIES | |||||
| EQUITY | |||||
| (a) Equity Share capital | 6 | 15.00 | 15.00 | ||
| (b) Other Equity | 7 | (368.49) | (326.84) | ||
Total Equity |
(353.49) |
(311.84) | |||
LIABILITIES |
|||||
| (1) Non - Current Liabilities | |||||
| (a) Financial Liabilities | |||||
i) Borrowings |
8 | 328.47 | 293.47 | ||
Total Non Current Liabilities |
328.47 | 293.47 | |||
| (2) Current Liabilities | |||||
| (a) Financial Liabilities | |||||
(i) Trade payables |
9 | ||||
(a) total outstanding dues of micro enterprises and |
- | - | |||
small enterprises |
|||||
(b) total outstanding dues of creditors other than |
|||||
| micro enterprises and small enterprises | 9.11 | 7.05 | |||
(ii)Other Financial Liabilities |
10 | 16.12 | 11.52 | ||
| (b)Other Current Liabilities | 11 | 0.40 | 0.54 | ||
| Total Current Liabilities | 25.63 | 19.12 | |||
| TOTAL EQUITY AND LIABILITIES | 0.61 | 0.75 | |||
| Summary of significant accounting policies 1 |
As per our report of even date attached For and on behalf of the Board of Directors of For M L Bhuwania And Co. LLP IDream Film Infrastructure Company Limited Chartered Accountants FRN: 101484W/W100197 Rahul Kate
FRN: 101484W/W100197 Kalpana Morakhia Rahul Kate Managing Director Director Vijay Kumar Jain DIN: 00336451 DIN: 08099915 Partner Membership No: 108374 Place: Mumbai Umesh Bhise Vishakha Poladia Date: 25th June, 2021 CFO Company Secretary 57
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited) Consolidated Statement of Profit & Loss for the year ended March 31, 2021
| (Rs. In Lacs) | (Rs. In Lacs) | (Rs. In Lacs) | ||||
|---|---|---|---|---|---|---|
| Particulars | Note No. |
2020 - 21 | 2019 - 20 | |||
| Revenue from Operations | ||||||
| Other Income | 12 | 0.02 | 0.02 | |||
| Total Income | 0.02 | 0.02 | ||||
| Expenses | ||||||
| Finance Cost | 13 | 12.93 | 28.64 | |||
| Other expenses | 14 | 10.78 | 10.62 | |||
| Total Expenses | 23.71 | 39.26 | ||||
| Profit before exceptional items and tax | (23.69) | (39.24) | ||||
| Less: Exceptional Items | - | - | ||||
| Profit /(Loss)before tax | (23.69) | (39.24) | ||||
| Less: Tax Expense | - | - | ||||
| Total Tax Expenses | - | - | ||||
| Profit after Tax | A | (23.69) | (39.24) | |||
| Other Comprehensive Income | ||||||
| A.(i)Items that will not be reclassified toprofit or loss | - | - | ||||
| (ii)Income tax relatingto items that will not be | - | - | ||||
| reclassified to profit or loss | ||||||
| B. (i) Items that will be reclassified to profit or loss | - | - | ||||
| (ii)Income tax relatingto items that will be | - | - | ||||
| reclassified toprofit or loss | ||||||
| Total Other Comprehensive Income for theyear | B | - | - | |||
| Total Comprehensive Income for theyear | (A+B) | (23.69) | (39.24) | |||
| Earning per equityshare:(Face Value Rs. 10/- each) | 15 | |||||
| (1)Basic | (15.79) | (26.16) | ||||
| (2) Diluted | (15.79) | (26.16) | ||||
| Summary of significant accounting policies 1 |
||||||
| The accompanyingnotes are an integralpart of the financial statements. |
As per our report of even date attached For M L Bhuwania And Co. LLP
Chartered Accountants FRN: 101484W/W100197
Vijay Kumar Jain Partner Membership No: 108374 Place: Mumbai Date: 25th June, 2021
For and on behalf of the Board of Directors of IDream Film Infrastructure Company Limited
Kalpana Morakhia Rahul Kate Managing Director Director DIN: 00336451 DIN: 08099915 Umesh Bhise Vishakha Poladia CFO Company Secretary
58
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited) Consolidated Cash Flow Statement for the year ended March 31, 2021
| (Rs. In Lacs) | (Rs. In Lacs) | (Rs. In Lacs) | |||
|---|---|---|---|---|---|
| Particulars |
Year ended March 31, 2021 |
Year ended March 31, 2020 |
|||
| A.Cash Flow from Operating Activities Net Profit before taxation Operating Profit before Working Capital changes Adjustments for: Interest Received Interest Paid Adjustments for working capital changes: Increase / (Decrease) in Other Current Assets Increase/(Decrease) in Trade Payables Increase/(Decrease) in Other Current Liabilities CASH GENERATED FROM OPERATIONS Net Cash inflow/(outflow) from Operating activities B.Cash Flow from Investing Activities Net Cash inflow from/ (outflow) from Investing activities C.Cash Flow From Financing Activities Loan from Holding Company Interest Paid Net Cash inflow from/ (outflow) from Financing activities Net increase / (decrease) in cash and cash equivalents Opening Cash and Cash Equivalents Closing Cash and Cash Equivalents Note: 1 Cash & Cash Equivalents includes Balance with Bank on Current account Cash on Hand |
A. B. C. |
Cash Flow from Operating Activities Net Profit before taxation Operating Profit before Working Capital changes Adjustments for: Interest Received Interest Paid Adjustments for working capital changes: Increase / (Decrease) in Other Current Assets Increase/(Decrease) in Trade Payables Increase/(Decrease) in Other Current Liabilities CASH GENERATED FROM OPERATIONS Net Cash inflow/(outflow) from Operating activities Cash Flow from Investing Activities Net Cash inflow from/ (outflow) from Investing activities Cash Flow From Financing Activities Loan from Holding Company Interest Paid Net Cash inflow from/ (outflow) from Financing activities Net increase / (decrease) in cash and cash equivalents Opening Cash and Cash Equivalents Closing Cash and Cash Equivalents |
(23.69) (23.69) (0.02) 12.93 - 2.06 (0.14) (8.88) |
(39.24) (39.24) (0.02) 28.64 0.01 2.86 0.18 (7.58) |
|
| (8.88) | (7.58)) | ||||
| - | - | ||||
| 9.23 (0.51) |
8.11 (0.44) |
||||
| 8.71 | 7.67 | ||||
| (0.16) | 0.09 | ||||
| 0.37 0.21 |
0.28 0.37 |
||||
| (0.16) | 0.09 | ||||
2 Cash flow statement has been prepared under the indirect method as set out in Indian Accounting Standard (Ind AS 7) statement of cash flows.
- 3 Previous year's figures have been Re-grouped / Re-arranged , wherever considered necessary.
As per our report of even date attached For M L Bhuwania And Co. LLP Chartered Accountants
FRN: 101484W/W100197
Vijay Kumar Jain
Partner Membership No: 108374 Place: Mumbai Date: 25th June, 2021
For and on behalf of the Board of Directors of IDream Film Infrastructure Company Limited
Kalpana Morakhia Rahul Kate Managing Director Director DIN: 00336451 DIN: 08099915 Umesh Bhise Vishakha Poladia CFO Company Secretary
59
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
Consolidated Statement of changes in equity for the year ended 31st March, 2021
(a) Equity Share Capital
| (a) | Equity Share Capital | Equity Share Capital | Equity Share Capital |
|---|---|---|---|
| (Rs. In Lacs) | |||
| Particulars | No of Shares | Amount | |
| Balance as at 1st April, 2019 | 150,000 | 15.00 | |
| Changes in equity share capital during the year | - | - | |
| Balance as at 31st March, 2020 | 150,000 | 15.00 | |
| Changes in equityshare capital duringtheyear | - | - | |
| Balance as at 31st March, 2021 | 150,000 | 15.00 |
(b) Other Equity
| Particulars | Reserves & Surplus | Reserves & Surplus | Reserves & Surplus | Other components of Equity (Loans from Holding Company |
Total |
|---|---|---|---|---|---|
| General Reserve |
Retained Earnings |
Securities Premium |
|||
| Balance as at 31st March, 2019 | - | (435.15) | 10.00 | 135.18 | (289.97) |
| Profit/(Loss)for theyear | - | (39.24) | - | - | (39.24) |
| Other Component of Equity duringtheyear |
- | - | - | 2.36 | 2.36 |
| Balance as at 31st March, 2020 | - | (474.39) | 10.00 | 137.54 | (326.85) |
| Profit/(Loss)for theyear | - | (23.69) | - | - | (23.69) |
| Other Component of Equity during the year |
- | - | - | (17.96) | (17.96) |
| Balance as at 31st March, 2021 | - | (498.08) | 10.00 | 119.59 | (368.49) |
The accompanying notes are an integral part of the financial statements.
As per our report of even date attached For M L Bhuwania And Co. LLP
For and on behalf of the Board of Directors of IDream Film Infrastructure Company Limited
Chartered Accountants FRN: 101484W/W100197
FRN: 101484W/W100197 Kalpana Morakhia Rahul Kate Managing Director Director Vijay Kumar Jain DIN: 00336451 DIN: 08099915 Partner Membership No: 108374 Place: Mumbai Umesh Bhise Vishakha Poladia Date: 25th June, 2021 CFO Company Secretary
60
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
1. Notes to financial statements for the Year Ended March 31, 2021
Note 1A Company Overview
The Company ("Idream Film Infrastructure Company Limited") is an existing public limited company incorporated on 3rd October, 1981 under the provisions of the Indian Companies Act, 1956 and deemed to exist within the purview of the Companies Act, 2013 having its registered office at Flat No B-4501& B-4601, Lodha Bellissimo, Lodha Pavilion, Apollo Mill Compound, Mahalaxmi, Mumbai - 400011. The equity shares of the Company are listed on BSE Limited (“BSE”). The financial statements are presented in Indian Rupee (₹).
Note1B Significant Accounting Policies
This note provides a list of the significant accounting policies adopted in the preparation of these financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated.
(A) Basis Of Preparation Of Financial Statement
i) Compliance with Ind AS
The financial statements Complies in all material aspects with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended and notified under Section 133 of the Companies Act, 2013 (the "Act") and other relevant provisions of the Act and other accounting principles generally accepted in India.
The financial statements were authorized for issue by the Company's Board of Directors on 25th June, 2021.
These financial statements are presented in Indian Rupees (INR), which is also the functional currency. All the amounts have been rounded off to the nearest lacs, unless otherwise indicated.
ii) Historical cost convention
These financial statements have been prepared on historical cost basis, except for certain financial instruments which are measured at fair value or amortised cost at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All assets and liabilities have been classified as current and non-current as per the Company’s normal operating cycle.
iii) Current and Non Current Classification.
All assets and liabilities have been classified as current or non-current as per the Company's operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current – non-current classification of assets and liabilities.
(B) Use of estimates and judgements
The preparation of financial statements requires management to make judgments, estimates and assumptions in the application of accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Continuous evaluation is done on the estimation and judgments based on historical experience and other factors, including expectations of future events that are believed to be reasonable. Revisions to accounting estimates are recognised prospectively.
(C) Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
61
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
(I) Financial Assets (i) Classification The Company classifies its financial assets in the following measurement categories: (a) those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss); and (b) those measured at amortised cost. The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. (a) For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. (b) For investments in debt instruments, this will depend on the business model in which the investment is held. (c) For investments in equity instruments, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income. The Company reclassifies debt investments when and only when its business model for managing those assets changes. (ii) Measurement At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. (a) Debt instruments Subsequent measurement of debt instruments depends on the Company’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Company classifies its debt instruments: Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt investment that is subsequently measured at amortised cost and is not part of a hedging relationship is recognised in profit or loss when the asset is derecognised or impaired. Interest income from these financial assets is included in other income using the effective interest rate method. Fair value through other comprehensive income (FVOCI): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at fair value through other comprehensive income (FVOCI). Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in profit and loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other income or other expenses (as applicable). Interest income from these financial assets is included in other income using the effective interest rate method. Fair value through profit or loss (FVTPL): Assets that do not meet the criteria for amortised cost or FVOCI are measured at fair value through profit or loss. A gain or loss on a debt investment that is subsequently measured at fair value through profit or loss and is not part of a hedging relationship is recognised in profit or loss and presented net in
62
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
the statement of profit and loss within other income or other expenses (as applicable) in the period in which it arises. Interest income from these financial assets is included in other income or other expenses, as applicable.
(b) Equity Instruments
The Company subsequently measures all equity investments at fair value. Where the Company’s management has selected to present fair value gains and losses on equity investments in other comprehensive income and there is no subsequent reclassification of fair value gains and losses to profit or loss. Dividends from such investments are recognised in profit or loss as other income when the Company’s right to receive payments is established. .
Changes in the fair value of financial assets at fair value through profit or loss are recognised in other income or other expenses, as applicable in the statement of profit and loss. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.
(iii) Impairment of financial assets
The Company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost and FVOCI debt instruments. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
For trade receivables only, the Company applies the simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime credit losses (ECL) to be recognised from initial recognition of the receivables. The Company uses historical default rates to determine impairment loss on the portfolio of trade receivables. At every reporting date these historical default rates are reviewed and changes in the forward looking estimates are analysed.
For other assets, the Company uses 12 month ECL to provide for impairment loss where there is no significant increase in credit risk. If there is significant increase in credit risk full lifetime ECL is used.
(iv) Derecognition of financial assets
A financial asset is derecognised only when -
(a) The Company has transferred the rights to receive cash flows from the financial asset or
(b) retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.
Where the entity has transferred an asset, the Company evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognised.
Where the entity has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is derecognised if the Company has not retained control of the financial asset. Where the Company retains control of the financial asset, the asset is continued to be recognised to the extent of continuing involvement in the financial asset.
(II) Financial Liabilities
(i) Measurement
Financial liabilities are initially recognised at fair value, reduced by transaction costs(in case of financial liability not at fair value through profit or loss), that are directly attributable to the issue of financial liability. After initial recognition, financial liabilities are measured at amortised cost using effective interest method. The effective interest rate is the rate that exactly discounts estimated future cash outflow (including all fees paid, transaction cost, and other
63
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
premiums or discounts) through the expected life of the financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition. At the time of initial recognition, there is no financial liability irrevocably designated as measured at fair value through profit or loss.
(ii) Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.
(D) Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits with banks, other short term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes outstanding bank overdraft shown within current liabilities in statement of financial balance sheet and which are considered as integral part of company’s cash management policy.
(E) Income tax policy
Current Tax
Provision for current tax is made after taking into consideration benefits admissible under the provisions of the Income Tax Act, 1961.
Deferred Tax
Deferred tax resulting from " timing difference " between book and taxable profit is accounted for using the tax rates and laws that have been enacted or substantively enacted as on the Balance Sheet date. The deferred tax assets is recognised and carried forward only to the extent that there is a reasonable certainty that the asset will be realised in future.
(F) Revenue Recognition:
(i) Revenue from sale of products and services are recognised at a time on which the performance obligation is satisfied.
(ii) Interest income is recorded on a time proportion basis taking into account the amounts invested and the rate of interest.
(G) Borrowing Cost:
Borrowing costs, which are directly attributable to the acquisition, construction or production of a qualifying assets
are capitalised as a part of the cost of the assets. Other borrowing costs are recognised as expenses in the year in which they are incurred .
(H) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
-
the profit attributable to owners of the Company; and
-
by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year.
64
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
ii) Diluted earnings per share
Diluted earnings per share adjust the figures used in the determination of basic earnings per share to take into account:
-
the after income tax effect of interest and other financing costs associated with dilutive potential equity shares; and
-
the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.
(I) Impairment of Assets:
Intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in
use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets that suffered impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
(J) Contingencies / Provisions:
A provision is recognised when an company has a present obligation as a result of past event; it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation and reliable estimate can be made.
K) Cash Flow Statement
Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and
item of income or expenses associated with investing or financing cash flows. The cash flows from operating,
investing and financing activities of the Company are segregated.
(L) Trade and other payables
These amounts represent liabilities for goods and services provided to the Company prior to the end of financial year
which are unpaid. Trade and other payables are recognised, initially at fair value, and subsequently measured at amortised cost using effective interest rate method.
(M) Investments
On transition to Ind AS, equity investments are measured at fair value, with value changes recognised in Other
Comprehensive Income, except for those mutual fund for which the Company has elected to present the fair value changes in the Statement of Profit and Loss.
(N) Operating Cycle
Based on the nature of products/activities of the Company and the normal time between acquisition of assets and their realisation in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non current.
(O) Recent Indian Accounting Standards (Ind AS)
On March 24, 2021, the Ministry of Corporate Affairs (“MCA”) through a notification, amended Schedule III of the Companies Act, 2013. The amendments revise Division I, II and III of Schedule III and are applicable from April 1, 2021. Key amendments relating to Division II which relate to companies whose financial statements are required to comply with Companies (Indian Accounting Standards) Rules 2015 are:
Balance Sheet:
- Lease liabilities should be separately disclosed under the head ‘financial liabilities’, duly distinguished as current or
65
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
non-current.
-
Certain additional disclosures in the statement of changes in equity such as changes in equity share capital due to
-
prior period errors and restated balances at the beginning of the current reporting period.
-
Specified format for disclosure of shareholding of promoters.
-
Specified format for ageing schedule of trade receivables, trade payables, capital work-in-progress and intangible asset under development.
-
If a company has not used funds for the specific purpose for which it was borrowed from banks and financial institutions, then disclosure of details of where it has been used.
-
Specific disclosure under ‘additional regulatory requirement’ such as compliance with approved schemes of
-
arrangements, compliance with number of layers of companies, title deeds of immovable property not held in name
-
of company, loans and advances to promoters, directors, key managerial personnel (KMP) and related parties, details of benami property held etc.
-
Statement of profit and loss:
-
Additional disclosures relating to Corporate Social Responsibility (CSR), undisclosed income and crypto or virtual
-
currency specified under the head ‘additional information’ in the notes forming part of consolidated financial statements.
The amendments are extensive and the Company will evaluate the same to give effect to them as required by law.
66
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
| 2 3 |
CASH AND CASH EQUIVALENTS | (Rs. In Lacs) | (Rs. In Lacs) |
|---|---|---|---|
| Particulars | As at March 31, 2021 |
As at March 31, 2020 |
|
| Balance With Banks - On Current Account |
0.19 | 0.35 | |
| Cash on Hand | 0.02 | 0.02 | |
| Total | 0.21 | 0.37 | |
| BANK BALANCES | (Rs. In Lacs) | ||
| Particulars | As at March 31, 2021 |
As at March 31, 2020 |
|
| Margin Money Account (Refer Note No 3.1) | 0.29 | 0.29 | |
| Total | 0.29 | 0.29 | |
| Note No. 3.1 Margin money deposits amounting to Rs. 0.29/- Lac (Previous Year - Rs. 0.29/- |
Lac) are lying with bank. |
| 5 4 |
OTHER FINANCIAL ASSETS | (Rs. In Lacs) | (Rs. In Lacs) |
|---|---|---|---|
| Particulars | As at March 31, 2021 |
As at March 31, 2020 |
|
| Interest Receivable on Fixed Deposits | 0.05 | 0.04 | |
| Total | 0.05 | 0.04 | |
| OTHER CURRENT ASSETS | (Rs. In Lacs) | ||
| Particulars | As at March 31, 2021 |
As at March 31, 2020 |
|
| Advance Recoverable in Cash or Kind or for Value to be Received |
0.06 | 0.05 | |
| Total | 0.06 | 0.05 |
67
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
| 6 |
EQUITY SHARE CAPITAL | (Rs. In Lacs) | (Rs. In Lacs) | |
|---|---|---|---|---|
| Particulars | As at March 31, 2021 |
As at March 31, 2020 |
||
| Authorized Shares 65,00,000 Equity shares, Rs. 10 /-par value (Previous Year: 65,00,000 equity shares Rs. 10/- each) Issued, Subscribed and Fully Paid Up Shares 1,50,000 Equity Shares, Rs. 10/- par value (Previous Year: 1,50,000 equity shares Rs. 10/- each) Total Issued, Subscribed and Fully Paid Up Share Capital |
650.00 | 650.00 | ||
| 650.00 | 650.00 | |||
| 15.00 | 15.00 | |||
| 15.00 | 15.00 | |||
Note No. 6.1
The reconciliation of the number of shares outstanding at the beginning and at the end of reporting period 31-03-2021:
| Particulars | As at March 31, 2021 | As at March 31, 2021 | As at March 31, 2020 | As at March 31, 2020 |
|---|---|---|---|---|
| Amount (Rs.) |
No. of Shares |
Amount (Rs.) |
No. of Shares |
|
| Number of shares at the beginning Add: Shares issued during the year Less : Shares Bought back (If any) Number of shares at the end |
1,500,000 - - |
150,000 - - |
1,500,000 - - |
150,000 - - |
| 1,500,000 | 150,000 | 1,500,000 | 150,000 |
Note No. 6.2
Terms/rights attached to equity shares
(A) The company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
(B) In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
Note No. 6.3
The details of shareholders holding more than 5% shares in the company :
| Name of the Shareholders | No. of Shares held |
% held as at March 31, 2021 |
No. of Shares held |
% held as at March 31, 2020 |
|---|---|---|---|---|
| AHA Holdings Private Limited (Holding Company) |
90,000 | 60.00 | 90,000 | 60.00 |
68
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
| 7 | OTHER EQUITY (Rs. In Lacs) |
OTHER EQUITY (Rs. In Lacs) |
OTHER EQUITY (Rs. In Lacs) |
OTHER EQUITY (Rs. In Lacs) |
|---|---|---|---|---|
| Particulars | As at March 31, 2021 |
As at March 31, 2020 |
||
| Reserves & Surplus* Securities Premium# Retained Earnings## Other Components of Equity -Longterm loan from HoldingCompany |
10.00 (498.08) 119.59 |
10.00 (474.39) 137.55 |
||
| TOTAL OTHER EQUITY | (368.49) | (326.84) |
Securities Premium Reserve
The amount received in excess of the par value of Equity shares issued have been classified as securities premium. In accordance with the provision of Section 52 of Indian Companies Act, 2013, the securities premium account can only be utilised for the purposes of issue bonus shares, repurchasing the Company's shares, redemption of preference shares and debentures, and offsetting direct issue costs and discount allowed for the issue of shares or debentures.
## Retained Earnings
Retained earnings includes the Company's cumulative earning and losses respectively.
- For movement, refer statement of changes in equity.
| 8 9 |
BORROWINGS | (Rs. In Lacs) | (Rs. In Lacs) | |
|---|---|---|---|---|
| Particulars | As at March 31 2021 |
As at March 31, 2020 |
||
| Unsecured From Related Parties: Loan from HoldingCompany |
328.47 | 293.47 | ||
| Total | 328.47 | 293.47 | ||
| TRADE PAYABLES | (Rs. In Lacs) | |||
| Particulars | As at March 31, 2021 |
As at March 31, 2020 |
||
| Dues of micro and small enterprises (Refer Note No 9.1) Dues other than micro and small enterprises(Refer Note 9.1) |
- 9.11 |
- 7.05 |
||
| Total | 9.11 | 7.05 | ||
Note No 9.1: Micro enterprises and Small enterprises have been identified by the Company on the basis of the information available. Total outstanding dues of Micro and Small enterprises, which are outstanding for more than the stipulated period and other disclosures as per Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) are given below:
69
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
| (Rs. In Lacs) | (Rs. In Lacs) | ||
|---|---|---|---|
| Particulars | As at March 31, 2021 |
As at March 31, 2020 |
|
| (a) Dues remaining unpaid - Principal - Interest on above (b) Interest paid in terms of Section 16 of MSMED Act - Principal paid beyond the appointed date - Interest paid in terms of Section 16 of MSMED Act (c ) Amount of interest due and payable for the period of delay on payments made beyond the appointed day during the year |
- - - - - |
- - - - - |
|
| (d) Amount of interest accrued and unpaid | - | - | |
| 11 OTHER CURRENT LIABILITIES Statutory Dues Payable Total Particulars 10 OTHER FINANCIAL LIABILITIES Interest payable Total Particulars |
11 OTHER CURRENT LIABILITIES Statutory Dues Payable Total Particulars 10 OTHER FINANCIAL LIABILITIES Interest payable Total Particulars |
(Rs. In Lacs) | (Rs. In Lacs) |
|---|---|---|---|
| Particulars | As at March 31, 2021 |
As at March 31, 2020 |
|
| Interest payable | 16.12 | 11.52 | |
| Total | 16.12 | 11.52 | |
| (Rs. In Lacs) | |||
| Particulars | As at March 31, 2021 |
As at March 31, 2020 |
|
| Statutory Dues Payable | 0.40 | 0.54 | |
| Total | 0.40 | 0.54 | |
70
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
| 12 13 14 |
12 13 14 |
OTHER INCOME | (Rs. In Lacs) | (Rs. In Lacs) |
|---|---|---|---|---|
| Particulars | 2020-21 | 2019-20 | ||
| Interest Income | 0.02 | 0.02 | ||
| TOTAL | 0.02 | 0.02 | ||
| FINANCE COSTS | (Rs. In Lacs) | |||
| Particulars | 2020-21 | 2019-20 | ||
| Interest Expenses on Long Term Borrowings Unwinding of interest on Long Term Borrowings |
5.10 7.83 |
4.41 24.23 |
||
| TOTAL | 12.93 | 28.64 | ||
| OTHER EXPENSES | (Rs. In Lacs) | |||
| Particulars | 2020-21 | 2019-20 | ||
| Payment to Statutory Auditors (Refer Note No. 14.1) Advertisement, Publicity & Sales Promotion Custodial Fees Director Sitting Fees Domain Registration Fees Interest & Penalty Legal & Professional Fees Listing Charges Printing & Stationery Profession Taxes Registration and Filing Fees Share Transfer Fees Miscellaneous Expenses Prior Period Expenses TOTAL Note No. 14.1 Payment to Statutory Auditors (A) Payment to Statutory Auditors As Auditors : Audit Fees (including Limited Review) Other Services Towards Goods & Service Tax Total Auditors Remuneration |
1.64 0.48 0.11 - 0.15 - 3.47 3.54 0.39 0.06 0.22 0.58 0.02 0.12 |
1.40 0.48 0.11 0.38 0.09 - 3.10 3.54 0.46 0.05 0.37 0.61 0.03 - |
||
| 10.78 | 10.62 | |||
| 0.97 0.50 0.17 |
1.03 0.20 0.17 |
|||
| 1.64 | 1.40 |
71
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
| 15 EARNING PER SHARE 2020-21 2019-20 (A) Profit attributable to Equity Shareholders (Rs. in Lacs) (23.69) (39.24) (B) No. of Equity Share outstanding during the year. 150,000 150,000 (C) Face Value of each Equity Share (Rs.) 10.00 10.00 (D) Basic & Diluted earning per Share (Rs. in Lacs) (15.79) (26.16) Particulars |
15 EARNING PER SHARE 2020-21 2019-20 (A) Profit attributable to Equity Shareholders (Rs. in Lacs) (23.69) (39.24) (B) No. of Equity Share outstanding during the year. 150,000 150,000 (C) Face Value of each Equity Share (Rs.) 10.00 10.00 (D) Basic & Diluted earning per Share (Rs. in Lacs) (15.79) (26.16) Particulars |
15 EARNING PER SHARE 2020-21 2019-20 (A) Profit attributable to Equity Shareholders (Rs. in Lacs) (23.69) (39.24) (B) No. of Equity Share outstanding during the year. 150,000 150,000 (C) Face Value of each Equity Share (Rs.) 10.00 10.00 (D) Basic & Diluted earning per Share (Rs. in Lacs) (15.79) (26.16) Particulars |
|---|---|---|
| 2020-21 | 2019-20 | |
| (23.69) 150,000 10.00 (15.79) |
(39.24) 150,000 10.00 (26.16) |
16 Financial risk management
The Company’s principal financial liabilities comprise borrowings, trade and other payables. The main purpose of
these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include
loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations.
Considering the state of affairs of the company, the Company is exposed to liquidity risk. The Company’s senior
management oversees the management of these risks.
A Liquidity risk
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a
reasonable price. For the Company, liquidity risk arises from obligations on account of financial liabilities – trade payables and other financial liabilities.
Liquidity risk management
The Company’s Senior Management is responsible for liquidity and funding as well as settlement management. In
addition, processes and policies related to such risks are overseen by senior management.
Maturities of non – derivative financial liabilities (Rs. in Lacs)
As at 31 March 2021
| Maturities of non – derivative financial liabilities (Rs. in Lacs) |
Maturities of non – derivative financial liabilities (Rs. in Lacs) |
Maturities of non – derivative financial liabilities (Rs. in Lacs) |
Maturities of non – derivative financial liabilities (Rs. in Lacs) |
Maturities of non – derivative financial liabilities (Rs. in Lacs) |
|---|---|---|---|---|
| As at 31 March 2021 | ||||
| Particulars | Upto 1 Year |
Between 1 and 3 Years |
Beyond 3 Years |
Total |
| Financial Liabilities - Non-Current Borrowings Financial Liabilities - Current Trade payables Other Financial Liabilities |
- 9.11 16.12 |
- - - |
328.47 - - |
328.47 9.11 16.12 |
| Total | 25.23 | - | 328.47 | 353.70 |
| As at 31 March 2020 | ||||
| Particulars | Upto 1 Year |
Between 1 and 3 Years |
Beyond 3 Years |
Total |
| Financial Liabilities - Non-Current Borrowings Financial Liabilities - Current Trade payables Other Financial Liabilities |
- 7.05 11.52 |
- - - |
293.47 - - |
293.47 7.05 11.52 |
| Total | 18.58 | - | 293.479 | 312.04 |
72
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
17 FAIR VALUE MEASUREMENT
Financial instruments by category
| Financial instruments by category | ||||
|---|---|---|---|---|
| Particulars |
As at March 31, 2021 | As at March 31, 2020 | ||
| FVTPL |
Amortised Cost |
FVTPL | Amortised Cost |
|
| Financial assets Cash and cash equivalents Bank balances other than Cash and cash equivalents Other Receivable |
- - - |
0.21 0.29 0.05 |
- - - |
0.37 0.29 0.04 |
| Total financial assets | - | 0.55 | - | 0.70 |
| Financial liabilities Borrowings Trade Payables Other Payables |
328.47 - - |
- 9.11 16.12 |
293.47 - - |
- 7.05 11.52 |
| Total financial liabilities | 328.47 | 25.23 | 293.47 | 18.58 |
18 Related Party Disclosures:
a) Name of the related party and description of relationship.
| Sr. No. | Related Parties | Nature of Relationship | |
|---|---|---|---|
| 1 2 3 4 5 6 7 |
Mrs. Shamika Kadam (Resigned as Managing Director on 11.02.2021) Mrs. Kalpana Morakhia (Appointed as Managing Director on 11.02.2021) Mr. Umesh Bhise (CFO) Ms. Vishakha Poladia (Company Secretary) (Resigned on 17.09.2020 & Re-Appointed on 16.03.2021) Mr. Shripal Morakhia - Director Mr. Rupesh Mohite - Director AHA Holdings Pvt Ltd |
Key Management Personnel Key Management Personnel Key Management Personnel Key Management Personnel Key Management Personnel Key Management Personnel Holding Company |
- b) Details of Transactions during the year with related parties.
| Sr. No. | Sr. No. | Related Parties | Related Parties | Nature of Transactions during the year | Nature of Transactions during the year | 2020-21 (Rs. in Lacs) |
2019-20 (Rs. in Lacs) |
|
|---|---|---|---|---|---|---|---|---|
| 1 | AHA Holdings Pvt Ltd | Loans Taken Interest Expenses |
35.01 12.93 |
29.97 28.64 |
||||
| c) Balances at end of the year with related parties. (Rs. in Lacs) |
||||||||
| Sr. No. |
Related Parties |
Nature of Transactions during the year |
As at March 31, 2021 |
As at March 31, 2020 |
||||
| 1 | AHA Holdings Pvt Ltd | Loans Repayable |
328.47 |
293.47 |
73
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)
-
19 The group has accumulated losses as on the Balance Sheet date amounting Rs. 368.49 Lacs (Previous Year - Rs. 326.84
-
Lacs against the paid up capital of Rs. 15 lacs. In view of the Management, the Group's accounts are prepared on going
-
concern basis considering the fact that its ultimate holding company will provide continuous financial support.
-
20 The management assessed that Cash and Cash equivalents, loans, other balances with Banks, trade receivables, trade payables and other current liabilities/assets approximate their carrying amounts largely due to the short-term maturities of these instruments.
-
21 Additional Information as required to Consolidated Financial Statements to Schedule III to the Companies Act, 2013, of enterprises consolidated as Subsidiary.
(Rs. in Lacs)
| Particulars | Net Assets | Net Assets | Share of Profit or Loss | Share of Profit or Loss | ||
|---|---|---|---|---|---|---|
| % of Consolidated Net Assets |
Rupees in Lacs |
% of Profit / (Loss) including OCI |
Rupees in Lacs |
|||
| Idream Film Infrastructure Company Limited Subsidiary Company AHA Parks Limited Total Adjustments arising out of Consolidation MinorityInterest |
58.12% 41.88% 100% |
(352.61) (254.05) (606.66) 253.17 - |
94.07% 5.93% 100% |
(23.14) (1.46) (24.60) 0.91 - |
||
| Total | (353.49) | (23.69) |
-
22 The group has assessed the possible effects that may result from the COVID-19 pandemic on the carrying amounts of
-
other assets / liabilities. Based on the current indicators of economic conditions, the group expects to recover the carrying
-
amount of all its assets. The Management has also assessed and concluded that no material uncertainty exists, which
-
raises a doubt on the group’s ability to continue as a going concern in the near future. The actual impact of the COVID-19
-
pandemic may be different from that estimated as at the date of approval of these financial statements and the group will continue to closely monitor any material changes to the economic conditions in the future.
-
23 Previous year figures have been regrouped and rearranged wherever considered necessary to make them comparable with those of the current year.
For M L Bhuwania And Co. LLP
Chartered Accountants FRN: 101484W/W100197 Vijay Kumar Jain Partner Membership No: 108374 Place: Mumbai Date: 25th June, 2021
For and on behalf of the Board of Directors of
Kalpana Morakhia Rahul Kate Managing Director Director DIN: 00336451 DIN: 08099915 Umesh Bhise Vishakha Poladia CFO Company Secretary
74
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
( Formerly SoftBPO Global Services Limited )
Registered Office: Flat No. B-4501 & B-4601, Lodha Bellissimo, Lodha Pavillion, Apollo Mill Compound, Mahalaxmi, Mumbai 400 011.
Tel.: 022 6740 0900 Fax: 022 6740 0988 Email: [email protected] Website: www.idreamfilminfra.com CIN : L51900MH1981PLC025354
FORM NO. MGT- 11 PROXY FORM [Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]
Name of the Member(s): Registered Address: Email ID: DP ID / Client Id / Folio No.: I/ We being the member(s) of shares of the above named Company hereby appoint:
==> picture [14 x 29] intentionally omitted <==
- Name: Address: E-mail Id: Signature or failing him/her 2. Name: Address: E-mail Id: Signature: or failing him/her 3. Name: Address: E-mail Id: Signature: or failing him/her.
th
as my / our proxy to attend and vote (on a poll) for me/ us and on my/ behalf at the 40 Annual General Meeting of IDream Film Infrastructure Company Limited to be held on Wednesday, 29th September, 2021 at Unit No. 404, New Udyog Mandir No. 2, Mogul Lane, Mahim (West), Mumbai - 400 016 at 12:30 p.m. and at any adjournment thereof in respect of resolutions, as indicated below:
| Resolution No. |
Resolution No. |
Resolution | Resolution | Type of resolution Ordinary / Special |
I/We assent to the resolution **(For) *** |
I/we dissent to the resolution **(For) *** |
|---|---|---|---|---|---|---|
| Ordinary Business | ||||||
| 1. | Adoption of the Audited Standalone & Consolidated Financial Statements st of the Company for the year ended 31 March, 2021 together with the Reports of the Board of Directors and Auditors thereon. |
Ordinary | ||||
| 2. | Appointment of Director in place of Mrs. Kalpana Morakhia (DIN: 00336451),who retires by rotation and being eligible offers herself for re-appointment. |
Ordinary | ||||
| Signed this Signature of shareholder(s): Signature of Proxy holder(s |
AFFIX RE.1 REVENUE STAMP day of September, 2021. )~~:~~ |
Notes:
1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not
- less than 48 hours before the commencement of the Meeting.
==> picture [5 x 4] intentionally omitted <==
----- Start of picture text -----
th
----- End of picture text -----
2. For the resolutions, explanatory statement and notes, please refer to the notice of the 40 Annual General Meeting.
3. A Proxy need not be a member of the Company.
4. A person can act as a proxy on behalf of the members not exceeding 50 and holding in aggregate not more than 10% of the total share capital of the Company carrying voting rights.
5. A member holding more than 10% of the total share capital carrying voting rights may appoint a single person as Proxy and such person shall not act as proxy for any other member.
6. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by Proxy, shall be accepted to the exclusion to the vote of the other joint holders. Seniority shall be determined by the order in which the name stands in the register of members.
7. The proxy may vote for or against the agenda items specified in the Notice of Annual General Meeting.
-
8 * This is optional. Please put a tick mark ( ) in appropriate column against the resolution indicated above. In case a member wishes his/her vote to be used differently, he/she should indicate the number of shares under the columns 'For', 'Against'. In case
-
the member leaves the column(s) blank, the proxy will be entitled to vote in the manner he/ she thinks appropriate
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
( Formerly SoftBPO Global Services Limited )
Registered Office: Flat No. B-4501 & B-4601, Lodha Bellissimo, Lodha Pavillion, Apollo Mill Compound, Mahalaxmi, Mumbai 400 011.
Tel.: 022 6740 0900 Fax: 022 6740 0988 Email: [email protected] Website: www.idreamfilminfra.com CIN : L51900MH1981PLC025354
BALLOT FORM
[Pursuant to Section 109(5) of the Companies Act, 2013 and Rule 21(1)(c) of the Companies (Management and Administration) Rules, 2014]
th th
40 Annual General Meeting ('AGM') – Wednesday, 29 September, 2021
(To be returned to Scrutinizer appointed by the Company)
Name of the First named Shareholder (in block letters) Registered postal address of the first named Shareholder (In block letters) Name(s) of the Joint Holder(s) Registered Folio No. / DP Id Client Id (Applicable to investors holding shares in dematerialized form) No. of shares held and class of shares
==> picture [14 x 28] intentionally omitted <==
I/We hereby exercise my/our vote in respect of the resolution(s) enumerated below and more clearly specified in the Notice of the Company to be passed at the 40th AGM of the Company, for the businesses stated in the said Notice by conveying my/ our assent or dissent to the said resolutions in the relevant box below:
| Resolution No. |
Resolution | Type of resolution Ordinary / Special |
Type of resolution Ordinary / Special |
I/We assent to the resolution (For) |
I/we dissent to the resolution (Against) |
I/we abstain to vote on the resolution (Abstain) |
|---|---|---|---|---|---|---|
| Ordinary Business | ||||||
| 1. | Adoption of the Audited Standalone and Consolidated Financial Statements of the Company for the year ended st 31 March, 2021 together with the Reports of the Board of Directors and Auditors thereon. |
Ordinary | ||||
| 2. | Appointment of a Director in place of Mrs.Kalpana Morakhia (DIN: 00336451), who retires by rotation and being eligible offers herself for re-appointment. |
Ordinary | ||||
| Place: Mumbai Date: Email: |
||||||
| Signature of Member / Beneficial Owner Tel No~~:~~ |
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
(Formerly SoftBPO Global services Limited)
Registered Office: Flat No. B-4501 & B-4601, Lodha Bellissimo, Lodha Pavillion, Apollo Mill Compound, Mahalaxmi, Mumbai 400 011. Tel.: 022 6740 0900 Fax: 022 6740 0988
Email: [email protected] Website: www.idreamfilminfra.com CIN : L51900MH1981PLC025354
ENTRANCE PASS / ATTENDANCE SLIP (To be presented at the entrance)
40TH ANNUAL GENERAL MEETING ON WEDNESDAY, 29TH SEPTEMBER, 2021 AT UNIT NO. 404, NEW UDYOG MANDIR No. 2, MOGUL LANE, MAHIM (WEST), MUMBAI - 400 016 at 12:30 p.m
I/We certify that I am a member/proxy for the member of the Company.
I/We hereby record my/our presence at the 40th Annual General Meeting of the Company held on Wednesday, 29th September, 2021 at Unit No. 404, New Udyog Mandir No. 2, Mogul Lane, Mahim (West), Mumbai - 400 016 at 12:30 p.m and / or any adjournment thereof.
==> picture [14 x 28] intentionally omitted <==
Name: Regd. Folio. No.: No. of Shares held: Client ID. No.: DP. ID. No.: Name of Proxy/Representative, if any: Signature of the Shareholder(s)/ Proxy/ Representative:
Note:
-
Member/ Proxy attending the Meeting must fill-in this Attendance Slip and hand it over at the entrance of the venue of this Meeting. Members/ proxy are requested to bring a copy of the Annual Report at the meeting.
-
Bodies Corporate, whether a Company or not, who are members, may attend through their authorised representatives appointed under Section 113 of the Companies Act, 2013. A copy of authorisation should be deposited with the Company.
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
th AGM
Route Map - 40th AGM
==> picture [423 x 320] intentionally omitted <==
IDream Film Infrastructure Company Limited
Flat No. B-4501 & B-4601, Lodha Bellissimo, Lodha Pavillion, Apollo Mill Compound, Mahalaxmi, Mumbai 400 011.