24th ANNUAL FOR THE YEAR ENDED - Bombay Stock
PINE ANIMATION LIMITED(Formerly known as Four K Animation Limited)24th ANNUALREPORTFOR THE YEAR ENDED31St MARCH, 2013
PINE ANIMATION LIMITEDDIRECTORS:Mr.Nagaraja Sharma RajagopalanMr.Lalji Ramraj YadavMr.Mandar Subhash PalavMr.Deepak Prakash RaneMr.Nirmal Pragjibhai JodhaniMr.Priyesh Prakash PetheBANKERS:Allahabad BankAUDITORS:RAHUL R JAIN & ASSOCIATESChartered AccountantsREGISTERED OFFICE:Flat No.5, New No.26,Chari Street, T. Nagar,Chennai, Tamil Nadu.India. 600017R EGISTRAR AND SHARETRANSFER AGENTS:SYSTEM SUPPORT SERVICES209,Shivai Industrial Estate,89,Andheri- KurlaRoad, Sakinaka,Andheri(East),Mumbai-400072
24th Annual ReportPINE ANIMATION LIMITEDNOTICENOTICE is hereby given that the 24th Annual General Meeting of the shareholders of the CompanyPINE ANIMATION LIMITED (Formerly known as Four k Animation Limited) will be held on Monday, the30th September 2013 at 09.30 A.M. at 45(old24),Venkata maistry Street,2nd Floor,Mannady,Chennai-600001.to transact the following business:ORDINARY BUSINESS1) To receive, consider and adopt the Audited Balance Sheet as at and the Audited Profit and Loss Accountof the Company for the period ended 31st March, 2013 together with Directors’ Report and Auditors’Report thereon.2) To consider and if thought fit, to pass with or without modifications, the following, resolution as anOrdinary Resolution:“RESOLVED THAT Mr. Priyesh Pethe, a Director liable to retire by rotation, who does not seek reelection, be not re-appointed as the director of the Company.RESOLVED FURTHER THAT the vacancy, so created on the Board of Directors of theCompany, be notfilled.3) To consider and if thought fit, to pass with or without modifications, the following, resolution as anOrdinary Resolution:“RESOLVED THAT Mr. Nirmal Pragjibhai Jodhani, a Director liable to retire by rotation, who does notseek re-election, be not re-appointed as the director of the Company.RESOLVED FURTHER THAT the vacancy, so created on the Board of Directors of the Company, be notfilled.4) To consider and if thought fit, to pass with or without modifications, the following, resolution as anOrdinary Resolution:“RESOLVED THAT Mr. Deepak Prakash Rane, a Director liable to retire by rotation, who does not seekre-election, be not re-appointed as the director of the Company.RESOLVED FURTHER THAT the vacancy, so created on the Board of Directors of the Company, be notfilled.5) To appoint M/s. RAHUL R JAIN & ASSOCIATES, Chartered Accountants,Mumbai as StatutoryAuditors of the Company to hold office from the conclusion of this meeting until the conclusion of thenext Annual General meeting and to fix their remuneration.[2012‐13]Page 1
PINE ANIMATION LIMITED24th Annual ReportSPECIAL BUSINESS:6) Appointment of Mr. Santosh Sharma As The Director:To Consider and if thought fit, to pass, with or without modification(s), the following resolution as OrdinaryResolution:“RESOLVED THAT Mr. Santosh Sharma a director who was appointed as additional director w.e.f 2ndSeptember 2013 in the meeting of the Board of Directors held on 2nd September 2013 and who holds officeonly upto the date of Annual General Meeting and in respect of whom notices under section 257 of thecompanies Act, 1956 have been received from some members signifying their intention to propose Mr.Santosh Sharma as a candidate for the office of Director of the company be and is hereby appointed asDirector of the company.“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to doall the acts, deeds and things and execute all such agreements, documents and instruments as may be requiredfrom time to time for giving effect to the above resolution and matters related thereto.”7) Appointment of Mr. Santosh Sharma as the Executive Director:To Consider and if thought fit, to pass, with or without modification(s), the following resolution as SpecialResolution:"RESOLVED THAT pursuant to section 198, 269, 309 and 310 read with schedule XIII, and other applicableprovisions if any of the companies act, 1956, the consent and approval of the company be and is herebyaccorded to the appointment of Mr. Santosh Sharma as Executive Director of the company in accordance withSchedule XIII of the Companies Act, 1956 to hold office of Executive Director for a period of one year i.e 2ndSeptember 2013 to 1st September 2014 on such terms and conditions as contained in an agreement proposed tobe entered into between the company and Mr. Santosh Sharma, and as set out in the explanatory statement tothis resolution.“RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorizedjointly and/or severally to take such steps as may be necessary for obtaining approvals, statutory or otherwise,in relation to the above and to settle all matters arising out of and incidental thereto and sign and execute allapplications, documents and writings that may be required, on behalf of the Company and generally to do allacts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect tothe aforesaid Resolution.”“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to doall the acts, deeds and things and execute all such agreements, documents and instruments as may be requiredfrom time to time for giving effect to the above resolution and matters related thereto.”[2012‐13]Page 2
PINE ANIMATION LIMITED24th Annual Report8) Appointment of Mr. Nagraja Rajagopalan Sharma as the Executive Director:To Consider and if thought fit, to pass, with or without modification(s), the following resolution as SpecialResolution:"RESOLVED THAT pursuant to section 198, 269, 309 and 310 read with schedule XIII, and other applicableprovisions if any of the companies act, 1956, the consent and approval of the company be and is herebyaccorded to the appointment of Mr. Nagraja Rajagopalan Sharma as Executive Director of the company inaccordance with Schedule XIII of the Companies Act, 1956 to hold office of Executive Director for a period ofone year from 2nd September 2013 to 1st September 2014 on such terms and conditions as contained in anagreement proposed to be entered into between the company and Mr. Nagraja Rajagopalan Sharma, and as setout in the explanatory statement to this resolution.“RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorizedjointly and/or severally to take such steps as may be necessary for obtaining approvals, statutory or otherwise,in relation to the above and to settle all matters arising out of and incidental thereto and sign and execute allapplications, documents and writings that may be required, on behalf of the Company and generally to do allacts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect tothe aforesaid Resolution.”“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to doall the acts, deeds and things and execute all such agreements, documents and instruments as may be requiredfrom time to time for giving effect to the above resolution and matters related thereto.”[2012‐13]Page 3
PINE ANIMATION LIMITED24th Annual ReportNOTES:1.A Member entitled to attend and vote on a poll is entitled to appoint a proxy to attend and vote instead ofhimself and the proxy need not be a member. Proxies in order to be effective must be received by theCompany not less than 48 hours before the meeting. The Register of Members and Share Transfer Books willremain closed from 24th September 2013 to 30th September 2013.2.Members are requested to address all communication regarding transfer of shares, change of address etc.directly to the Share Transfer Agent of the Company, System Support Services209, Shivai Industrial Estate, 89, Andheri - Kurla Road, Next to Logitech Park, Above Mcdonalds), Sakinaka,Andheri (E),Mumbai,Maharashtra,400072. and in case their shares are held in the dematerialised form, thisinformation should be passed on to their respective Depository Participants without any delay.3.Members desirous of availing nomination facility may send their nomination in the prescribed form.Nomination forms can be obtained from the Registrars/ Company.4.Members desirous of obtaining any information concerning the account and operations of the Company arerequested to address their queries to the Chairmen, so as to reach the Registered Office of the Company atleast Seven days before the date of the Meeting, to enable the Company to make available the requiredinformation at the Meeting, to the extent possible.5.On dematerialisation of shares, the nomination registered by the Company automatically stands cancelled. Inthe case of shares held in electronic (dematerialised) form, the Members are given an option of nomination atthe time of opening a demat account. If no nomination is made at the time of opening the demat account, theyshould approach their respective Depository Participant.6.As part of the Green Initiative in Corporate Governance, the Ministry of Corporate Affairs(“MCA”),Government of India, through its Circular nos. 17/2011 and 18/2011, dated 21st April, 2011 and 29th April,2011 respectively, has allowed companies to send official documents through electronic mode.In the spirit ofthe above circulars and as part of the Company’s Green Initiative, we henceforth propose to send documentslike Notice convening the general meetings, Financial Statements, Directors Report, etc. to the e-mail addressprovided by the members.We, therefore, appeal to the members to register their name in getting thedocuments in electronic mode by sending an e mail giving their Registered Folio No. and/or DP Id/Client Idto the dedicated e mail address at pineanimationltd@gmail.com.7.Members/Proxies are requested to bring the Attendance Slip sent with this Notice duly filled-in for attendingthe meeting.8.The relative Explanatory Statement pursuant to Sections 173(2) of the Companies Act, 1956 setting outmaterial facts is annexed hereto.9.Members are requested to bring their copy of Annual report to the meeting.10. In terms of circular no.MRD/DoP/Cir-05/2010 dated 20th May, 2009 issued by Securities and ExchangeBoard of India (SEBI) it is now mandatory for the transferee of the physical shares to furnish copy of PANcard to the Company or its RTA for registration of transfer of shares. Shareholder are requested to furnishcopy of PAN card at the time of transferring their physical shares.[2012‐13]Page 4
PINE ANIMATION LIMITED24th Annual ReportExplanatory Statement pursuant to Sections 173(2) of the Companies Act, 1956:Item No.3Mr. Nagraja Rajagopalan Sharma was appointed as Executive Director in the meeting of Board of Directorsheld on 2nd September 2013 for a period of one year from 2nd September 2013 to 1st September 2014 subjectto approval of shareholders. The Board of Directors recommends to appoint Mr. Nagraja Rajagopalan Sharmaas the Executive Director of the Company for a period of one year.In terms of the provisions of sections 198, 269, 309, 310 and Schedule XIII of the Companies Act, 1956, theabove said appointment and payment of remuneration requires the shareholders’ approval by way of a specialresolution.The Board recommends the proposed resolution for your approval as a special resolution. Except Mr. NagrajaRajagopalan Sharma, no other director is interested in the resolution.These disclosures and information will also be treated as information and disclosure provided under section302 of the Companies Act, 1956.Item No.6 & 7Mr. Santosh Sharma was appointed by the Board of Directors in their meeting held on 2nd September 2013.Pursuant to provisions of section 260 of the Companies Act, 1956, he holds office only up to the date offorthcoming Annual General Meeting. Further, company has received notice from some of the shareholderspursuant to provisions of section 257 of the Act. Also the company has received a sum of Rs. 500 eachtowards the deposit along with the notice. The Board is of the view that Mr. Mr. Santosh Sharma knowledgeand experience will be of benefit and value to the Company and, therefore, recommends his appointment as aDirector of your Company liable to retire by rotation.Mr. Santosh Sharma was also appointed as Executive Director in the meeting of Board of Directors on 2ndSeptember 2013 with effect from 2nd September 2013 for a period of one year, i.e. from 2nd September 2013to 1st September 2014, subject to approval of shareholders. The Board of Directors recommends to appointMr. Santosh Sharma the Executive Director of the Company for a period of one year, i.e. from 2nd September2013 to 1st September 2014.In terms of the provisions of sections 198, 269, 309, 310 and Schedule XIII of the Companies Act, 1956, theabove said appointment and payment of remuneration requires the shareholders’ approval by way of a specialresolution.Except Mr. Santosh Sharma , no other director is interested in the resolution.These disclosures and informationwill also be treated as information and disclosure provided under section 302 of the Companies Act, 1956.[2012‐13]Page 5
24th Annual ReportPINE ANIMATION LIMITEDDIRECTOR'S REPORTDear Shareholders,Your Directors have pleasure in presenting the 24th Annual Report of the Company along with the AuditedStatement of Accounts for the year ended as on 31st March, 2013.FINANCIAL RESULTS:ParticularsIncome From operations31-03-2013881.37(In Rs.Lacs)31-03-20128,94Profit/(Loss) before Depreciation andTaxDepreciation16.76(5.82)0.461.18Profit/(Loss) before Tax16.30(7.00)Provision for Tax including DeferredTax0.720.08Profit/(Loss) after Tax15.607.08BUSINESS OVERVIEW:During the year under review the Company’s operations grew manifold and stood at Rs. 881.37 Lacks ascompared to Rs. 8.94 Lacks during the previous year. The Net Profit after tax stood at Rs. 15.60 Lacks ascompared to loss of Rs.7.08 Lacks for the previous year.Further the Company also during the period under review restructured its capital by sub-dividing the nominalvalue of the equity portion of the authorised share capital of the Company from Rs.10/- to Rs.1/DIVIDEND:Your Directors feel that it is prudent to plough back the profits for future growth of the Company and with a viewto conserve the resources, they do not recommend any dividend for the year ended 31st March, 2013.DIRECTORS’ RESPONSIBILITY STATEMENT:Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors hereby confirm that:1. In the preparation of the annual accounts, the applicable accounting standards have been followedalong with proper explanation relating to material departures;2. That the Directors have selected such Accounting Policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of the state ofaffairs of the company as at 31st March, 2013 and of the profit or loss of the company for that period.3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities.4. The Directors have prepared the annual accounts on a going concern basis.[2012‐13]Page 6
PINE ANIMATION LIMITED24th Annual Report5. BOARD OF DIRECTORSDuring the year, Mr. Priyesh Pithe, Nirmal Pragjibhai Jodhani and Deepak Prakash Rane retire by rotation anddo not seek for re-appointment. Your directors extend their sincere gratitude for valuable services provided bythem during their tenure to the Board.Pursuant to provisions of section 257 of the companies act, 1956, your directors propose appointment of Mr.Santosh Sharma as the Director and also his appointment as Executive Director for a tenure of one year andappointment of Mr. Nagarajan Rajgopalan Sharma as the Executive Director for a tenure of one year.6. Application for change in the registered office of the company:The Company is in the process of shifting its Registered Office from the state of Tamil Nadu to the state ofMaharashtra, in Mumbai for which Company has obtained approval of shareholders vide special resolutionpassed through postal ballot on 09.03.2013 and application is pending before Hon’ble Regional Director,Southern Region, Chennai.7. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:The particulars as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 in respect ofconservation of energy and technology absorption are not required to be furnished considering the nature ofactivities undertaken by the company during the year under review. Further during the year under review, theCompany has neither earned nor used any foreign exchange.PARTICULARS OF EMPLOYERS:As there is no employee covered under the provisions of Section 217 (2A) of the Companies Act, 1956 read withthe Companies (Particulars of Employees) Rules, 1975, information relating thereto are not given forming part ofthis report.CORPORATE GOVERNANCE:Reports on Corporate Governance and Management Discussions & Analysis are annexed and form part of thisreport.STATUTORY AUDITORS:M/S RAHUL R JAIN & ASSOCIATES, Chartered Accountants, retire as statutory Auditors of Company at theconclusion of the ensuring Annual General Meeting (AGM). The Statutory auditors have confirmed theireligibility and willingness to accept the office on re-appointment in accordance with provision of section Section224 (1B) of the Companies Act, 1956.FIXED DEPOSITS:Our Company has not accepted Public Deposits within the meaning of Section 58A of the Companies Act, 1956.AUDITOR’S QUALIFICATIONS:The Auditors of the Company have not qualified their report and there are no observations and suggestions madeby the Auditors in their report and therefore do not call for any further comments under section 217(3) of theCompanies Act, 1956.[2012‐13]Page 7
24th Annual ReportPINE ANIMATION LIMITEDAPPRECIATION:The Board of Directors wish to place on record their appreciation for the co-operation and support of theCompany’s Bankers, its valued customers, employees and all other intermediaries concerned with the company’sbusiness.We directors sincerely thank all members for supporting us during the difficult days. We look forward to yourcontinued support and reiterate that we are determined to ensure that the plans are successfully implemented.By Order of the Board of DirectorsPlace: ChennaiDate: 2nd September 2013[2012‐13]DirectorPage 8
PINE ANIMATION LIMITED24th Annual ReportREPORT ON CORPORATE GOVERNANCEA MANDATORY REQUIREMENTS:1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCEWe are committed to introduce sound corporate governance practices in organization with internaldevelopments to position ourselves to confirm to the best of corporate governance practices. The companytakes feedback into account in its periodic reviews of the guidelines to ensure their continuing relevance,effectiveness and responsiveness to the needs of stakeholders. We believe that all our plans and actions mustserve the underlying goal of value creation over a sustained period of time.2. BOARD OF DIRECTORS Composition:The present strength of the Board is Six Directors. The Board comprises of Executive and Non-Executiveindependent Directors. The Non-Executive Directors bring independent judgment in the Board's deliberationsand decisions.Board Procedure & Code of Conduct:The Board meets at least once a quarter to discuss and decide on Company/business policy, and strategy apartfrom other normal Board business such as reviewing the quarterly performance and financial results. Boardmeetings are governed with structured agenda. Attendance of each Director at the Board Meeting and the last AGMSeven Board Meetings were held in the Financial Year 2012-2013. The dates on which the said meetings wereheld are as follows:01.11.2012, 13.12.2012,
PINE ANIMATION LIMITED 24th Annual Report [2012‐13] Page 1 NOTICE NOTICE is hereby given that the 24th Annual General Meeting of the shareholders of the Company PINE ANIMATION LIMITED (Formerly known as Four k Animation Limited) will be held on Monday, the 30th September 2013 at 09.30 A.M. at 45(old24),Venkata
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