Your Board of Directors takes pleasure in presenting this 32nd Annual Report coveringthe highlights of the finances, business, and operations of your Company along with theAudited Financial Statements and Report of Auditors thereon for the Financial Year ended31 st March, 2025.
(Amount in Lakhs)
Particulars
FY 2024-2025
FY 2023-2024
Total Income
0.00
28.32
Total Expenditure
11.75
11.32
Profit/loss before exceptional andextraordinary items and tax
(11.75)
17.00
Add: Exceptional Items
Profit Before Tax
Tax
Net Profit / (Loss) after Tax
During the financial year no income from the business of the Company,. Totalexpenditure of the company is Rs. 11.75 lacs as compared to Rs. 11.32 lacs in theprevious year. Loss during the financial year is Rs. 11.75 lacs as compared to profit isRs. 17.00 lacs in the previous year.
No amount is proposed to be transferred to reserves during the Financial Year 2024¬2025.
Your directors do not recommend any dividend during the year under review.
As on 31 March 2025, paid-up share capital of the company stood at Rs. 34,88,00,000,Consisting of 3,48,80,000 equity shares of face value of Rs.10 each fully paid-up.
No material changes or commitments affecting the financial position of the Companyhave occurred between the end of the financial year to which financial statements in thisreport relate and the date of this report.
The company has not accepted any public deposits under the provisions of theCompanies Act, 2013 ('Act').
Your company does not have any Subsidiary/ Joint Venture and Associate Companies.
The company has complied with the requirements prescribed under the SecretarialStandards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).
There was no change in the nature of business of the Company during the year.
The company has not given any loans or guarantees or made any investments inContravention of the provisions of the Section 186 of the Companies Act, 2013. Thedetails of the loans and guarantees given and investments made by the Company areprovided in the notes to the financial statements.
The main business activity of the company is of Films Production and Distribution. Yourdirectors carry out the operations with active care and precaution thereby enhancingstakeholder's values.
In accordance with the requirements of Section 92 (3) read with Section 134(3)(a)of the Companies Act, 2013 the Annual Return as on 31st March, 2025 is availableon the Company's website https://www.52weeksentertainment.com/annual-return.html.
The provisions of section 135 of the Companies Act, 2013 are not applicable to thecompany.
As per the requirement of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the Company has complied with the requirements of CorporateGovernance in all material aspects. A report on Corporate Governance together with acertificate of its compliance from a Practising Company Secretary, forms part of thisreport.
Management Discussion and Analysis Report for the year under review, as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015forms part of this report in Annexure - A.
The Board of Directors have adopted a risk management policy for the Companywhich provides for identification, assessment and control of risks which in the opinion ofthe Board may pose significant loss or threat to the Company. The Managementidentifies and controls risks through a defined framework in terms of the aforesaidpolicy.
There is a Whistle Blower Policy in the Company and no personnel have beendenied access to the Chairman of the Audit Committee. The policy provides foradequate safeguards against victimization of persons who use vigil mechanism.The Whistle Blower Policy is posted on the website of the Companyhttps://www.52weeksentertainment.com/miscellaneous.html.
The internal financial controls of the Company are commensurate with its size,scale and complexity of operations. The company has policies and procedures whichinter alia ensure integrity in conducting business, timely preparation of reliableinformation, accuracy and completeness in maintaining accounting records andprevention and detection of frauds and errors. The Audit Committee actively reviewsthe adequacy and effectiveness of the internal financial control systems and suggestsimprovements if any to strengthen the same.
To the best of knowledge and belief and according to the information and explanationsobtained by them, your Directors make the following statement in terms of Section134(3) (c) of the Act:
(i) That in the preparation of the accounts for the financial year ended 31 st March,2025, the applicable accounting standards have been followed along with properexplanation relating to material departures;
(ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable andprudent so as to give a true and fair view of the state of affairs of the Company atthe end of the financial year and of the profit and loss of the Company for the yearunder review;
(iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of theCompanies Act, 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
(iv) That the Directors have prepared the accounts for the financial year ended 31 stMarch 2025 on a 'going concern' basis.
(v) The internal financial controls are laid and have been followed by the companyand that such controls are adequate and are operating effectively. Such controlsmeans controls and policies and procedures adopted and adhered by thecompany for orderly and efficient conduct of the business for safeguardingassets, prevention and detection of frauds and errors and maintenance ofaccounting records and timely preparation of financial statements and review itsefficiency.
(vi) The Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate andoperating effectively.
There is no Appointment/Reappointment during the year.
During the year under review there was no change in the Board of Directors of theCompany.
Shri Cyrus Bhot (DIN :00443874) retires by rotation at the ensuing AGM, beingeligible, offers himself for reappointment. Necessary details for re-appointmentas required under the Act and the SEBI Listing Regulations is given in the notice of31st AGM.
CS Sonal Ratnawat (Membership No. A57463) resigned from the board on 04thJune,2024.
CS Nisarg Amish Kumar Shah (Membership No.A66551) appointed as CompanySecretary and Complince officer on 04th July, 2024
This information has been furnished under Report on Corporate Governancewhich forms part of this report.
The Independent Directors of the company at their meeting held on 25thMarch,2025 reviewed the performance of non-independent directors and theBoard as a whole including the chairman of the company by taking intoconsideration views expressed by the executive directors and non-executivedirectors at various level pertaining to the quality, quantity and timeliness of flow ofinformation between the company, management and the board have expressedtheir satisfaction.
The independent directors have submitted a declaration of independence,stating that they meet the criteria of independence provided under section 149(6)of the Act, as amended, and regulation 16 of the SEBI Listing Regulations. Theindependent directors have also confirmed compliance with the provisions of rule6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, asamended, relating to inclusion of their name in the databank of independentdirectors. The Board took on record the declaration and confirmation submittedby the independent directors regarding meeting the prescribed criteria ofindependence, after undertaking due assessment of the veracity of the same interms of the requirements of regulation 25 of the SEBI Listing Regulations.
The Board has on the recommendation of the Nomination and RemunerationCommittee, framed a policy for the selection and appointment of Directors, SeniorManagement and their remuneration. The Remuneration Policy and the detailspertaining to the remuneration paid during the year are furnished in the CorporateGovernance Report which forms part of this report.
Pursuant to the provisions of the Companies Act, 2013, SEBI Listing Regulationsand Circulars and Guidance Notes issued by SEBI in this regard, the Board hascarried out an annual performance evaluation of its own performance, theDirectors individually as well as the evaluation of the working of its Audit,Nomination and Remuneration and other Committees.
M/s. B. M. Gattani & Co., Chartered Accountants (Firm Reg. No. 113536W), wereappointed as Statutory Auditors of the Company till the conclusion of the 34thAnnualGeneral Meeting. As per the provisions of Section 139 of the Act, they have confirmedthat they are not disqualified from continuing as Auditors of the Company.
The Audit Report of M/s. B. M. Gattani & Co, Chartered Accountants on theFinancial Statements of the Company for the Financial Year 2024-25 forms part of thisAnnual Report. The report does not contain any qualification, reservation, adverseremark or disclaimer.
Pursuant to the provisions of section 204 of the Act, the Board has appointedMr. Suprabhat Chakraborty, Practising Company Secretary (C.P. No. 15878), toundertake secretarial audit of the Company. A report from the secretarial auditor in theprescribed Form MR-3 is annexed as “Annexure B” to this Report.
1. “As per Regulation 31(2) of the SEBI (Listing Obligations And DisclosureRequirements) Regulations, 2015, shareholding of promoter(s) and promotergroup is not in dematerialized form”.
In this regard we have to inform you that the management has applied forexemption from provisions of 100% shareholding of the promoters/promoters group in dematerialized form.
2. Independent directors of the Company have not clear online self-assessmentproficiency test as per the Companies (Appointment and Qualification ofDirectors) Rules, 2014.
3. BSE Ltd imposed penalty of Rs. 11800 for late filing of voting results for the 31 stAnnual General Meeting, although company unwillingly mention wrong AnnualGeneral Meeting date on the XML file;
In addition to the above and pursuant to SEBI circular dated 8 February2019, a report on secretarial compliance by Mr. Suprabhat Chakraborty forFY 2024-25 has been submitted with stock exchange.
Appointment of Cost Auditor is not applicable to your Company.
M/s Abhishek R Jain & Co., Chartered Accountant (FRN. 148930WN) were appointedas Internal Auditor for the financial year 2024-25. They have submitted their reportbased on the internal audit conducted during the year under review.
The Company's web address is www.52weeksentertainment.com . The websitecontains a complete overview of the Company. The Company's Annual Report,financial results, details of its business, shareholding pattern, compliance withCorporate Governance, contact information of the designated officials of the Companywho are responsible for assisting and handling investor grievances, the distributionschedule, and Code of Conduct are uploaded on the website.
All Related Party Transactions that were entered into during the financial year were onan arm's length basis, in the ordinary course of business and were in compliance withthe applicable provisions of the Act and the Listing Regulations. There were nomaterially significant Related Party Transactions made by the Company withPromoters, Directors, Key Managerial Personnel which may have a potential conflictwith the interest of the Company at large. Hence there does not exists any details to bementioned in Form AOC-2 which is attached as “Annexure C”.
All Related Party Transactions are placed before the Audit Committee for approval.The Company has adopted a Related Party Transactions Policy. The policy asapproved by the board is uploaded on the Company's website at https://www.52weeksentertainment.com/miscellaneous.html.
The Company has adopted a policy in line with the requirements of Prevention ofSexual Harassment of Women at the Workplace. No complaint was received during theyear under the said policy.
Considering the provisions of Section 197(12) of the Act read with the relevant rules andhaving referred to provisions of the First Proviso to Section 136(1) of the Act, the AnnualReport is being sent to the members of the Company, excluding details of particulars ofemployees and related disclosures. The said information/ details are available forinspection at the Registered Office of the Company during working hours, on anyworking day. Any member interested in obtaining this information may write to theCompany Secretary and this information would be provided on request.
The company is not engaged in manufacturing activities and as such the particularsrelating to conservation of energy and technology absorption are not applicable. Thecompany makes every effort to conserve energy as far as possible etc. Particularsregarding Foreign Exchange Earnings and Outgo required under the provisions ofSection 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies(Accounts) Rules, 2014 are given in the notes forming part of accounts which forms partof the Annual Report as Annexure-D.
The company considers safety, environment and health as the managementresponsibility and therefore being constantly aware of its obligation towardsmaintaining and improving the environment across various spheres of its businessactivities.
During year no significant and material orders were passed by any regulator or court ortribunal impacting the going concern status and Company's operations in future.
33. ACKNOWLEDGEMENTS
Your Directors place on record their appreciation for the continued co-operation andsupport extended to the company by the bankers .media professionals, customers andregulatory authorities. Your Directors also place on record sincere appreciation of thecontinued hard work put in by employees at all levels.
For and on behalf of Board of Directors52 Weeks Entertainment Ltd
Sd /- Sd /-
(Shantanu Sheorey) (Cyrus Bhot)
Whole Time Director Director & CFO
DIN-00443703 DIN-00443874
Date: 02.09.2025Place: Mumbai