To,
The Members of Cineline India Limited
Your Directors have pleasure in presenting their 21st Annual Report
together with the Audited Accounts and Auditors Report of the Company for the Year ended
31 March 2023.
1. FINANCIAL RESULTS:
Particulars |
Standalone (' In Lakhs) |
Consolidated (' In Lakhs) |
|
31 March 2022 |
31 March 2023 |
31 March 2022 |
31 March 2023 |
31 March 2022 |
|
|
|
|
Gross Income |
9,541.22 |
2,477.60 |
14,405.07 |
5,013.69 |
Profit before Interest, Depreciation and tax |
1,520.72 |
1,567.93 |
2,771.21 |
1,648.66 |
Interest & Financial Charges |
2,243.32 |
2,020.45 |
3,394.43 |
3,498.60 |
Depreciation/ Amortisation |
1,013.16 |
627.67 |
2,183.97 |
1,924.30 |
Profit/(loss) before tax |
(1,735.76) |
(1,080.19) |
(2,807.19) |
(3,774.24) |
Provision for Tax (including Deferred) |
(471.17) |
(342.53) |
(641.99) |
(227.83) |
Profit/(loss) from continuing operations |
(1,264.59) |
(737.66) |
(2,165.20) |
(3,546.41) |
Profit/(loss) from discontinued operations |
2,330.79 |
- |
2,330.79 |
- |
Profit/(loss) for the period |
1,066.20 |
(737.66) |
165.59 |
(3,546.41) |
Less: Profit/(Loss) attributable to Non-Controlling Interest |
- |
- |
- |
- |
Add: Surplus brought forward from previous year |
7,219.59 |
7,957.47 |
3,966.61 |
7,594.94 |
Amount available for Appropriation |
8,285.79 |
7,219.81 |
4,132.24 |
4,048.55 |
Appropriation: |
|
|
|
|
Other comprehensive income / (loss)* |
4.76 |
(0.23) |
18.67 |
3.76 |
Transfer to Furniture & Fixtures Reserve |
- |
- |
86.61 |
(85.68) |
Surplus Carried to Balance Sheet |
8,290.55 |
7,219.59 |
4,237.48 |
3,966.61 |
Note: Figures are regrouped wherever necessary to make the
information comparable
OPERATIONAL REVIEW:
Gross revenues of the Company for the Financial Year 2022-23 stood at '
9,541.22 Lakhs. Profit before interest, depreciation and taxation stood at ' 1,520.72
Lakhs. After providing for interest, depreciation and taxation of ' 2,243.32 Lakhs, '
1,013.16 Lakhs and ' (471.17) respectively, the net Profit of the Company for the year
were placed at ' 1066.20 Lakhs as against ' (737.66) Lakhs in the previous year.
2. DIVIDEND:
With a view to conserve the resources for future operations, your
Directors have thought it prudent not to recommend dividend on equity shares for the
financial year 2022-23.
3. TRANSFER TO RESERVES:
During the year, no amount was transferred to General Reserve.
4. SHARE CAPITAL:
The paid up equity share capital as on 31 March 2023 was '
15,78,32,170/-.
During the year, the Company has allotted 14,68,532 (Fourteen Lakhs
Sixty-Eight Thousand Five Hundred and Thirty-Two Only) Equity shares of face value of '
5/- (Rupees Five Only) each, fully paid up pursuant to exercise of the option attached to
the Warrants by the Warrant holders.
During the year the Company has neither issued shares with differential
voting rights nor granted stock options nor sweat equity.
5. FINANCE:
Cash and cash equivalents as at 31 March 2023 were ' 2,429.03 Lakhs.
The Company continues to focus on judicious management of its working capital,
receivables, inventories and other working capital parameters were kept under strict check
through continuous monitoring.
There is no audit qualification in the financial statements by the
statutory auditors for the year.
6. ANNUAL RETURN:
The Annual Return of the Company is available on the website of the
Company at www.moviemax.co.in
7. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES:
Your Company has four wholly owned subsidiary being "Transquare
Realty Private Limited", "Cineline Realty Private Limited", "Cineline
Industries Private Limited" and "R&H Spaces Private Limited".
There are no associate companies or joint venture companies within the meaning of Section
2(6) of the Companies Act, 2013 ("Act").
"R&H Spaces Private Limited" became wholly owned
subsidiary of the Company with effect from 10 November 2022.
Pursuant to the provisions of Section 129(3) of the Act, a statement
containing the salient features of financial statements of the Company's subsidiary
in Form AOC-1 forms part of this report as Annexure 1.
Further, pursuant to the provisions of Section 136 of the Act, the
financial statements of the Company, consolidated financial statements along with relevant
documents and separate audited financial statements in respect of subsidiary, are
available on the website of the Company at www.moviemax.co.in
8. CONSOLIDATED FINANCIAL STATEMENTS:
I n compliance with the Companies Act 2013 and SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), consolidated
financial statements of the Company and all of its subsidiaries have been prepared for the
year under report. The audited consolidated financial statements along with the
auditors' report thereon forms part of this Annual report. The consolidated financial
statements presented by the company include the financial results of all its subsidiaries.
The audited standalone financial statements of these entities have been reviewed by the
Audit Committee and the Board.
9. PREFERENTIAL ISSUE:
WARRANT ISSUE 1 :
14,68,532 Warrants issued and allotted to the members of the Promoter
Group vide Board approval dated 23 September 2021 were converted into 14,68,532 fully paid
up Equity Shares and the same were allotted to the Allottees vide Approval of the
Allotment Committee of the Board of Directors dated 09 May 2022.
Listing Approvals for the above Equity shares were received from BSE
Limited on 26 May 2022 and National Stock Exchange of India Limited on 23 May 2022 and
Trading approvals were received from both the exchanges on 06 June 2022.
WARRANT ISSUE 2:
The Board of Directors at its meeting held on 07 June 2022 approved
preferential issue of upto 27,00,000 warrants ("Warrants") each convertible
into, or exchangeable for, one equity share within the period of 18 months at a price of
7130/- (Indian Rupees One Hundred and Thirty Only) each ("Warrant Issue Price")
aggregating upto 735,10,00,000/- (Indian Rupees Thirty Five Crores Ten Lakhs Only)
("Total Warrant Issue Size") to certain members of the promoter group of the
Company ("Warrant Holder(s)") in accordance with the provisions of Section 42
and Section 62(1)(c) of the Act read with Companies (Prospectus and Allotment of
Securities) Rules, 2014, Chapter V of Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018, Listing Regulations and such other
acts / rules / regulations as may be applicable. The said preferential issue was also
approved by the shareholders of the Company at their Extra-Ordinary General Meeting held
on 04 July 2022, and in-principle approvals were received from the BSE Limited vide its
letter No. LOD/ PREF/MJ/FIP/2371/2022-23 dated 28 June 2022 and National Stock Exchange of
India Limited vide its letter No. NSE/LIST/31385 dated 28 June 2022. The details of the
issue are as under:
Issue size |
Preferential Issue of upto 27,00,000 warrants at an Issue
price of ' 130/- each aggregating to ' 35,10,00,000/- |
Conversion |
Each warrant convertible into one fully paid up equity share
of ' 5 each |
Payment terms |
57.69% (' 75/- per warrant) to be called upfront; and balance
42.31% (' 55/- per warrant) on exercising the conversion option within 18 months from the
date of allotment. |
The said Warrants were Allotted to the Warrant Holders as listed below
by the Board of Directors in their meeting held on 19 July 2022.
Sr. Name of the Warrant Allottees |
Number of Warrants allotted |
1. Ashish Rasesh Kanakia |
6,75,000 |
2. Niyati Rasesh Kanakia |
6,75,000 |
3. Vrutant Himanshu Kanakia |
6,75,000 |
4. Vrusti Benefit Trust |
6,75,000 |
Total |
27,00,000 |
10. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of
the Company have occurred between the end of the financial year to which the financial
statements relate and the date of this Director's Report.
11. PUBLIC DEPOSIT:
Your Company has not accepted any public deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014.
12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the regulators /
courts that would impact the going concern status of the Company and its future
operations.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
13.1 Directors:
Your Company has Six (6) Directors consisting of Whole Time Director,
Managing Director, Executive Director and Three (3) Independent Directors as on 31 March
2023.
In accordance with the provisions of Section 152 of the Companies Act,
2013 and the Company's Articles of Association, Mrs. Hiral Kanakia, Director of the
Company, retires by rotation at the forthcoming Annual General Meeting and being eligible
offers herself for re-appointment. The Board recommends her re-appointment for the
consideration of the Members of the Company at the ensuing Annual General Meeting.
During the financial year 2022-23, there is no change in the Board of
Directors of the Company.
13.2 Key Managerial Personnel:
The following are the Key Managerial Personnel of the Company for the
year:
Sr. Name of the No. Person |
Designation |
1 Mr. Himanshu Kanakia |
Managing Director |
2 Mr. Vipul Parekh |
Chief Financial Officer |
3 Mrs. Rashmi Shah |
Company Secretary |
14. DECLARATION GIVEN BY INDEPENDENT DIRECTOR:
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and
Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
INDEPENDENT DIRECTORS' MEETING
The Independent Directors met on 07 February 2023 inter alia, to
a) review the performance of the Non-Independent Directors and the
Board of Directors as a whole;
b) review the performance of the Chairman of the Company, taking into
account the views of Executive Directors and Non-Executive Directors
c) assess the quality, content and timeliness of the flow of
information between the Company Management and the Board that is necessary for the Board
to effectively and reasonably perform its duties.
15. MEETINGS:
During the year, the Board met 7 (Seven) times. The details of which
are given in the Corporate Governance Report which forms part of Annual Report. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013 and the SEBI (Listing Obligation & Disclosure Requirements) Regulations,
2015.
16. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with the applicable mandatory Secretarial
Standards issued by the Institute of Company Secretaries of India.
17. DIRECTOR'S RESPONSIBILITY STATEMENT:
The financial statements are prepared in accordance with Indian
Accounting Standards (Ind AS) under the historical cost convention on accrual basis except
for certain financial instruments, which are measured at fair values, the provisions of
the Act (to the extent notified) and guidelines issued by the Securities and Exchange
Board of India (SEBI). The Ind AS are prescribed under Section 133 of the Companies Act,
2013 (the Act'), read with Rule 3 of the Companies (Indian Accounting
Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.
The Company has adopted all the Ind AS standards and the adoption was carried out in
accordance with applicable transition guidance. Accounting policies have been consistently
applied except where a newly issued accounting standard is initially adopted or a revision
to an existing accounting standard requires a change in the accounting policy hitherto in
use.
In terms of Section 134(5) of the Companies Act, 2013, the directors
would like to state that:
a) I n the preparation of the annual accounts for the year ended 31
March 2023, the applicable accounting standards have been followed.
b) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit or loss of the Company for the year.
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
d) The Directors have prepared the annual accounts on a going concern
basis.
e) The Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively.
f) The Directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were adequate and operating
effectively.
18. COMMITTEES OF THE BOARD:
The Board of Directors of your Company has constituted various
Committees as follows:
Audit Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Corporate Social Responsibility Committee
Securities Allotment Committee
The details with respect to the composition, powers, roles, terms of
reference, number of meetings held, attendance at the meetings etc. of Statutory
Committees are given in detail in the Corporate Governance Report.
19. AUDIT COMMITTEE:
The Audit Committee of the Board has been constituted in terms of SEBI
(Listing Obligation & Disclosure Requirements) Regulations, 2015 and Section 177 of
the Companies Act, 2013. The constitution and other relevant details of the Audit
Committee are given in the Corporate Governance Report. All the recommendations made by
the Audit Committee were accepted by the Board of Directors.
20. PERFORMANCE EVALUATION OF THE BOARD:
Pursuant to the provisions of the Companies Act, 2013 and Regulation
4(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Board has carried out an evaluation of its own performance, the directors individually as
well as the evaluation of the working of its Audit, Nomination & Remuneration
Committees. A structured questionnaire was prepared after taking into consideration inputs
received from the Directors, covering various aspects of the Board's functioning such
as adequacy of the composition of the Board and its Committees, Board culture, execution
and performance of specific duties, obligations and governance.
The performance evaluation of the Independent Directors was carried out
by the entire Board. The performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors. The Board of Directors expressed
their satisfaction with the evaluation process based on the recommendation of the
Nomination & Remuneration Committee.
Further, The Securities and Exchange Board of India (SEBI')
vide circular no. SEBI/HO/CFD/ CMD/ CIR/P/2017/004 dated 05 January 2017 had come up with
a "Guidance Note on Board Evaluation". The Board Evaluation framework of the
Company is aligning with this Guidance Note.
21. FAMILIARIZATION PROGRAMME:
The Familiarization Programme seeks to update the Independent Directors
on various matters covering Company's strategy, business model, operations,
organisation structure, finance, risk management etc. It also seeks to update the
Independent Directors with their roles, rights, responsibilities, duties under the
Companies Act, 2013 and other statutes.
The policy and details of Familiarization programme imparted to the
Independent Directors of the Company is available at (www.moviemax.co.in).
22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has an effective internal control and risk-mitigation
system, which are constantly assessed and strengthened with new/revised standard operating
procedures. The Company has an Internal Control system, commensurate with the size, scale
and complexity of its operations. The Internal and operational audit is entrusted to M/s
Deloitte Haskins & Sells, a reputed firm of Chartered Accountants. Internal controls
were reviewed by designated firm and based on their evaluation, it was concluded that the
Company's internal controls are adequate and were operating effectively as of 31
March 2023. The main thrust of internal audit is to test and review controls, appraisal of
risks and business processes, besides benchmarking controls with best practices in the
industry.
The Audit Committee of the Board of Directors actively reviews the
adequacy and effectiveness of the internal control systems and suggests improvements to
strengthen the same. The Audit Committee of the Board of Directors, Statutory Auditors and
the Senior Management are periodically apprised of the internal audit findings and
corrective actions taken. Audit provides a key role in providing assurance to the Board of
Directors. Significant audit observations and corrective actions taken by the management
are presented to the Audit Committee of the Board. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of the Audit Committee.
23. STOCK OPTIONS:
Your Company does not have any stock options scheme.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013 form part of the Notes to the financial statements provided in this
Annual Report.
25. RELATED PARTY TRANSACTIONS:
I n line with the requirements of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has
formulated a Policy on Related Party Transactions which is available on Company's
website at www.moviemax.co.in. This policy deals with the review and approval of related
party transactions. The Board of Directors of the Company has approved the criteria for
giving the omnibus approval by the Audit Committee within the overall framework of the
Policy on Related Party Transactions.
Omnibus approval was obtained for related party transactions which are
of repetitive nature and entered in the ordinary course of business and at arm's
length basis. Pursuant to Regulation 23 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, all related party transactions were placed before the
Audit Committee on a quarterly basis, specifying the nature, value and terms &
conditions of the transactions for their review and approval.
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary course of the
business. During the year, the Company had not entered into any new contract / arrangement
/ transaction with related parties which could be considered material in accordance with
the policy of the Company on a materiality of related party transactions. Thus, disclosure
in form AOC-2 is not required.
26. POLICY ON DIRECTOR APPOINTMENT AND REMUNERATION:
The Board of Directors has framed a policy which lays down a framework
in relation to remuneration of Directors, Key Managerial Personnel and Senior Management
of the Company. This policy also lays down the criteria for selection and appointment of
Board members. The Remuneration Policy forms part of this report as Annexure 2.
27. WHISTLE BLOWER POLICY:
Your Company has formed a Whistle Blower Policy for establishing a
vigil mechanism for directors and employee to report genuine concerns regarding unethical
behaviour and mismanagement, if any. The said mechanism also provides for strict
confidentiality, adequate safeguards against victimisation of persons who use such
mechanism and makes provision for direct access to the Chairperson of the Audit Committee
in appropriate cases. No personnel have been denied access to the Audit Committee
pertaining to the Whistle Blower Policy. The Whistle Blower policy has been posted on the
Company's website www.moviemax.co.in
28. RISK MANAGEMENT:
Vigil management mechanism is periodically reviewed by the Board. At
present the Company has not identified any element of risk which may threaten the
existence of the Company.
29. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
Pursuant to section 135 of the Companies Act, 2013, the Company has
constituted a Corporate Social Responsibility Committee and has adopted Corporate Social
Responsibility Policy and link for the same is www. moviemax.co.in. The Report on
information required to be provided under Section 134(3)(o) of the Companies Act, 2013
read with the Rule 9 of the Companies (Accounts) Rules, 2014 in relation to disclosure
about Corporate Social Responsibility is annexed as Annexure 3 and forms an
integral part of this Report.
30. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report covering a wide range of
issues relating to Performance, outlook etc., is annexed as Annexure-A to this
report.
31. CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of the
Corporate Governance. The detailed report on Corporate Governance as stipulated under
Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part as Annexure -B to this report. A
Certificate from the Practising Company Secretary confirming compliance of the conditions
of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is annexed as Annexure-C to this
report.
32. AUDITORS:
32.1 Statutory Auditors
Statutory Auditors of your Company, M/s KKC & Associates LLP,
Chartered Accountants (Firm Registration No. 105146W), retire at the ensuing Annual
General Meeting and complete their term of 5 consecutive years as provided under Section
139 of the Companies Act, 2013. The Board of Directors evaluated various Audit firms and
recommends re-appointment of M/s. KKC & Associates LLP, Chartered Accountants (Firm
Registration No. 105146W) as Statutory Auditors to audit the accounts of the company
for the second consecutive term of five consecutive years, commencing from the conclusion
of this 21st Annual General Meeting till the conclusion of the 26th Annual General Meeting
to be held in the year 2028. Company has received a certificate to the effect that their
appointment, if made, would be within limits prescribed under the provisions of Companies
Act 2013. The approval of the Members is being sought for appointment of M/s. KKC &
Associates LLP, Chartered Accountants as Statutory Auditors of the Company for a period of
5 years commencing from conclusion of ensuing 21st Annual General Meeting until the
conclusion of 26th Annual General Meeting to be held in the year 2028.
The Auditor's Report on Standalone and Consolidated Ind AS
financial statements is a part of this Annual Report. There has been no qualification,
reservation, adverse remark or disclaimer given by the Auditors in their Report.
During the year, the Statutory Auditors had not reported any matter
under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be
disclosed under Section 134(3)(ca) of the Companies Act, 2013.
32.2 Secretarial Audit
Pursuant to Section 204 of the Companies Act 2013, your Company had
appointed Mr. Dharmesh Zaveri, a Company Secretary in Whole-time Practice having
Certificate of Practice No. 4363 and Membership No. 5418 as its Secretarial Auditor to
conduct the secretarial audit of the Company for the Financial Year 2022-23. The Company
provided all assistance and facilities to the Secretarial Auditor for conducting their
audit. The Secretarial Audit Report is included as Annexure 4 and forms an integral
part of this report. The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark. During the year, the Secretarial Auditors had not reported
any matter under Section 143(12) of the Companies Act, 2013. Therefore, no detail is
required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.
33. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARKS MADE, IF ANY:
There are no qualifications, reservations or adverse remarks or
disclaimers made by the Statutory Auditors on the Financial Statements of the Company, in
their report for the financial year ended 31 March 2023.
34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Since the Company does not own any manufacturing facility, the other
particulars relating to conservation of energy and technology absorption stipulated in the
with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are not applicable to the
Company.
The Company has not made any foreign exchange outgo towards traveling,
marketing and import of Capital Goods.
35. SEXUAL HARASSMENT DISCLOSURE:
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. An Internal Complaints
Committee has been set up to redress complaints received regarding
sexual harassment. During the year no complaints of sexual harassment were received by the
Company and hence there are no Complaints pending as on 31 March 2023.
36. HUMAN CAPITAL AND PARTICULARS OF EMPLOYEES:
Your Company had 269 (including Directors) employees as of 31 March
2023. The statement containing particulars of employees as required under Section 197(12)
of the Companies Act, 2013 read along with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to
the Company as no employees were in receipt of remuneration above the limits specified in
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014. The ratio of the remuneration of each Director to the median employee's
remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read
along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is annexed herewith as Annexure 5 and forms part of this
Report.
37. CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course of day to day
business operations of the Company. The Company believes in "Zero Tolerance"
against bribery, corruption and unethical dealings/ behaviours of any form and the Board
has laid down the directives to counter such acts. The Code has been posted on the
Company's website www. moviemax.co.in
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees in their business
dealings and in particular on matters relating to integrity in the work place, in business
practices and in dealing with stakeholders.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code.
38. PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in
accordance with requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015.
The Insider Trading Policy of the Company lays down guidelines and procedures to be
followed and disclosures to be made while dealing with shares of the Company, as well as
the consequences of violation. The Policy has been formulated to regulate, monitor and
ensure reporting of deals by employees and to maintain the highest ethical standards of
dealing in Company Securities.
The Insider Trading Policy of the Company covering code of practices
and procedures for fair disclosure of unpublished price sensitive information and code of
conduct for the prevention of insider trading is available on the Company's website
www.moviemax.co.in The Board has approved and adopted revised Code of Conduct for
prohibition of Insider Trading and Code for fair Disclosure pursuant to the requirements
of SEBI (Prohibition of Insider Trading) (Amendment) Regulation, 2018 with effect from 26
December 2019.
39. APPLICABILTIY OF COST RECORDS:
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, the activity of your Company falls under
Non-regulated sectors and hence, maintenance of cost record is not applicable to the
Company for the Financial Year 2022-23.
40. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to the applicable provisions of the Companies Act, 2013, read
with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the
IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the
Company to the IEPF, established by the Government of India, after the completion of seven
years. Further, according to the IEPF Rules, the shares on which dividend has not been
paid or claimed by the shareholders for seven consecutive years or more shall also be
transferred to the demat account of the IEPF Authority. During the year there was no need
for transfer of any shares and dividends to IEPF by the Company. Year- wise amounts of
unpaid / unclaimed dividends lying in the unpaid account upto the year and the
corresponding shares, which are liable to be transferred are available on our website, at
www. moviemax.co.in. The Company intimates concerned shareholders and issues public notice
in respect of shares to be transferred to IEPF in the newspaper, on timely basis.
41. OTHER INFORMATION / DISCLOSURES:
There are no significant material orders passed by the Regulator,
Courts or Tribunal which would impact the going concern status of the Company and its
future operations. There have been no material changes and commitments affecting the
financial position of the Company, occurred between end of financial year and date of this
Report.
I n accordance with section 134(3)(a) and section 92(3) of the Act, an
annual return as at 31 March 2023 in Form MGT-7 is posted in section of investors,
corporate governance on the Company's website or link www. moviemax.co.in.
Wherever applicable, refer the Company's website www.
moviemax.co.in or relevant details will be provided to the members on written request to
the Company Secretary.
42. APPRECIATION:
Your Company has been able to perform better with the continuous
improvement in all functions and areas which coupled with an efficient utilisation of the
Company's resources led to sustainable and profitable growth of the Organisation.
Your Directors express their deep sense of appreciation and extend their sincere thanks to
every employee and associates for their dedicated and sustained contribution and they look
forward the continuance of the same in future.
43. ACKNOWLEDGEMENTS:
Your Board takes this opportunity to thank our, clients, business
partners, shareholders and bankers for the faith reposed in the Company and also thank the
Government of India, various regulatory authorities and agencies for their support and
looks forward to their continued encouragement. Your Directors are deeply touched by the
efforts, sincerity and loyalty displayed by the employees without whom the growth was
unattainable. Your Directors wish to thank the investors and shareholders for placing
immense faith in them and the plans designed for growth of your Company. Your Directors
seek and look forward to the same support in future and hope that they can continue to
satisfy you in the years to come.
For and on behalf of the Board of Directors |
Date : 09 August 2023 |
Rasesh Kanakia |
Place : Mumbai |
Chairman |