To the Members,
Your directors have pleasure in presenting the nineteenth report on the
business and operations of your Company for the Financial Year ended March 31, 2023.
RESULT OF OPERATIONS
The financial performance of your Company on a standalone and
consolidated basis for the Financial Year ended March 31, 2023 is summarized below:
Particulars |
Standalone |
Consolidated |
|
FY23 |
FY22 |
Growth |
FY23 |
FY22 |
Growth |
Revenue from Operations |
27,752.63 |
8,109.08 |
242% |
38,407.53 |
15,005.55 |
156% |
Other Operating Income |
184.98 |
557.29 |
-67% |
1,184.39 |
1,008.24 |
17% |
Other Income |
118.94 |
332.80 |
-64% |
183.40 |
380.44 |
-52% |
Total Income |
28,056.55 |
8,999.17 |
212% |
39,775.32 |
16,394.23 |
143% |
Total Expenses |
28,332.92 |
14,083.51 |
101% |
36,387.23 |
21,113.49 |
72% |
Earnings before Interest, Tax, |
(276.37) |
(5,084.34) |
-95% |
3,388.09 |
(4,719.26) |
-172% |
Depreciation and Amortisation (EBITDA) |
|
|
|
|
|
|
EBITDA Margin |
-1.0% |
-56.5% |
-98% |
8.5% |
-28.8% |
-130% |
Depreciation and Amortisation |
4,418.55 |
5,115.59 |
-14% |
4,952.52 |
5,577.47 |
-11% |
Earnings before Interest and Tax (EBIT) |
(4,694.92) |
(10,199.93) |
-54% |
(1,564.43) |
(10,296.73) |
-85% |
Finance Cost |
1,079.46 |
1,120.17 |
-4% |
1,113.03 |
1,162.86 |
-4% |
Finance Income |
(2,061.91) |
(2,354.38) |
-12% |
(489.66) |
(445.53) |
10% |
Profit before Tax and share of profit from
associates |
(3,712.47) |
(8,965.72) |
-59% |
(2,187.80) |
(11,014.06) |
-80% |
Share of profit from associates (net) |
- |
- |
|
740.60 |
342.13 |
116% |
Profit before tax and after shares of |
(3,712.47) |
(8,965.72) |
-59% |
(1,447.20) |
(10,671.93) |
-86% |
profit from associates Tax |
(703.35) |
(2,078.97) |
-66% |
(126.39) |
(1,986.45) |
-94% |
Profit after |
(3,009.12) |
(6,886.75) |
-56% |
(1,320.81) |
(8,685.48) |
-85% |
Other Comprehensive Income |
187.41 |
(58.54) |
-420% |
443.70 |
(12.10) |
-3765% |
Total comprehensive income for the year,
net of tax |
(2,821.71) |
(6,945.29) |
-59% |
(877.11) |
(8,697.58) |
-90% |
Profit for the year attributable to equity
shareholder |
- |
- |
- |
(1,320.81) |
(8,685.48) |
-85% |
Profit for the year attributable to Non-
controlling interests |
- |
- |
- |
- |
- |
- |
Other comprehensive income attributable to
equity Shareholder |
- |
- |
- |
(877.11) |
(8,697.58) |
-90% |
Other comprehensive income attributable to
Non controlling interests |
- |
- |
- |
- |
- |
- |
For a detailed analysis of the financial performance, please refer to
the Management Discussion and Analysis? Section, forming part of this Annual
Report. between the There arenomaterialchangesorcommitmentsaffectingthefinancial end of
the Financial Year under review and the date of this report.
DIVIDEND
The Board of Directors of the Company, keeping in view the current
financial position, has decided not to recommend any dividend for the Financial Year
2022-23.
TRANSFER TO RESERVES
During the year under review, the Company has not transferred any
amount to the reserves.
SHARE CAPITAL
The Authorised Share Capital of the Company as on March 31, 2023 is
20,955 lacs divided into 5,30,50,000 equity shares of 10 each and 15,65,000 preference
shares of 1,000 each. There was no change in Authorised Share Capital of the Company
during the year under review.
During the year under review, the Company had allotted 1,35,087 equity
shares of 10 each to the eligible employees upon exercise of options granted to them
under the Employee Stock Option Scheme 2014 of the Company.
The Issued, Subscribed and Paid-up Share Capital of the Company as on
March 31, 2023 stands 3,817.62 lacs divided into 3,81,76,230 equity shares of 10 each.
Also, during the year under review, the Company had neither issued any
equity shares with differential rights as to dividend, voting rights or otherwise nor had
issued sweat equity shares to its Directors or employees.
SHARE WARRANTS
As on March 31, 2023, there were no outstanding share warrants of the
Company.
FINANCIAL STATEMENTS
Your Company prepares its financial statements in compliance with the
requirements of Indian Accounting Standards (Ind AS?) notified under the
Companies (Indian Accounting Standards)
Rules, 2015 and relevant amendment rules issued thereafter asduring the
Financial notified under Section 133 of the Companies Act, 2013 (the Act?),
the relevant provisions of the Act and guidelines issued by the Securities and Exchange
Board of India (SEBI?), as applicable. The financial statements have
been prepared on a historical cost basis, except for certain financial assets and
liabilities which have been measured at fair value. The financial statements are presented
in Indian Rupees (INR?) and all values are rounded off to the nearest
lacs, except when otherwise indicated. The estimates and judgments relating to the
financial statements are made on a prudent basis so as to reflect in a true and fair
manner, the form and substance of the underlying transactions and to reasonably present
the state of affairs as on March 31, 2023 and the loss including other comprehensive
income and cash flow and the changes in equity of the Company for the year ended March 31,
2023.
There is no qualification in the standalone or in the consolidated
financial statements by the Statutory Auditors for the year under review.
The consolidated financial statements of the Company, its subsidiaries
and associates, prepared in accordance with relevant Ind AS notified under the Companies
(Indian Accounting
Standards) Rules, 2015 and relevant amendment rules issued thereafter
as notified under Section 133 of the Act form part of the Annual Report.
INTERNAL FINANCIAL CONTROLS
Your Company has laid out an Internal Controls Framework which is
commensurate with the size, scale and complexity of its operations. This framework ensures
the orderly and efficient conduct of its business, including adherence to the
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. Controls have been identified along with
risks and mitigation processes covering major areas across all business functions. These
Internal controls were reviewed by the Internal auditors.
Strengthening of controls is a continuous and evolving process in the
Company. Based upon observations, findings and recommendations of the Internal Auditors,
process owners develop preventive and corrective actions which are then deployed across
the organization.
Based on the Board?s evaluation, it was determined that the
Company?s internal financial controls are adequate and were
operating effectively during the Financial Year 2022-23.
DIRECTORS? RESPONSIBILITY STATEMENT REQUIRED UNDER SECTION
134(3)(C) OF THE ACT
Based upon the framework of internal financial controls and compliance
systems established and maintained by the Company, the work performed by the Internal,
Statutory and Secretarial Auditors, and the reviews performed by the Management and the
relevant Board Committees, including the Audit and Risk Management Committee, the Board is
of the opinion that the Company?s internal financial controls were Year adequate and
operating effectively
2022-23.
Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the
Board of Directors, to the best of their knowledge and ability, confirm that:
(a) in the preparation of the annual accounts for the Financial Year
ended March 31, 2023, the applicable accounting standards have been followed and there are
no material departures from the same; (b) the directors have selected such accounting
policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the Financial Year ended March 31, 2023 and of the profit and loss
of the Company for that (c) proper and maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(d) the annual accounts have been prepared on a going
concern? basis;
(e) proper internal financial controls laid down by the Directors were
followed by the Company and that such internal financial controls are adequate and
operating effectively;
(f) proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems are adequate and operating
effectively.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Loans, Guarantees and Investments covered under Section
186 of the Act form part of the notes to the financial statements
provided in this Annual Report.
PUBLIC DEPOSITS
Your Company has not accepted any fixed deposits within the meaning of
Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and, as
such, no amount of principal or interest on public deposits was outstanding as of the
Balance Sheet date.
RELATED PARTY TRANSACTIONS
Pursuant to amendments to the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing
Regulations?), the Company has adopted Policy on Related Party Transactions,
which includes the materiality threshold and the manner of dealing with Related Party
Transactions, which is available on the Company?s website at
https://www.ufomoviez.com/sites/default/files/UFO_Investors/
Policy%20on%20Related%20Party%20Transactions.pdf All related party
transactions including subsequent material modifications, if any, to such related party
transactions placed before the Audit and Risk Management Committee for approval as
required under Section 177 of the Act, Regulations 18 and 23 of the Listing Regulations.
Prior omnibus approval of the Audit and Risk Management Committee is obtained on an annual
basis for the transactions which are planned/repetitive in nature.
The related party transactions that were entered into during the year
were on an arm?s length basis and were in the ordinary course of business. Further,
during the year under review, the Company had not entered into any related party
transaction which could be considered material in accordance with the threshold specified
in the policy. Accordingly, the disclosure are considered inof material related party
transactions which is required to be reported as per terms of Section 134(3)(h) of the
Act, in Form No. AOC-2 is not applicable.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators
or courts or tribunals which impact the Company?s going concern status and its
operations in the future. Also, there are no proceedings pending under the Insolvency and
Bankruptcy Code, 2016 and that there is no instance of onetime settlement with any Bank or
Financial Institution, during the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34(2) of Listing Regulations,
the Management Discussion and Analysis is set out in the Annual Report.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
As at March 31, 2023, the Company had 6 direct subsidiaries, 6
step-down subsidiaries and 7 associates. A list of bodies corporate which are direct and
step down subsidiaries / associates of the Company is provided as part of the notes to the
Consolidated Financial Statements.
In terms of provisions of Listing Regulations, Scrabble Entertainment
Limited and Scrabble Entertainment DMCC were the material subsidiaries of the Company.
During the year under review, the Board of Directors reviewed the
affairs of the subsidiaries and associates of the Company.
The Consolidated Financial Statements of the Company, all its
subsidiaries and associates have been prepared in accordance with Section 129(3) of the
Act and form part of the Annual Report. Further, a statement containing the salient
features of the financial statements of the subsidiaries and associates of the Company in
the prescribed format AOC-1 is attached to the financial statements. The statement also
provides the details of the performance and financial position of each of the subsidiaries
and associates.
In accordance with Section 136 of the Act, the audited financial
statements, including the consolidated financial statements and related information of the
Company and audited accounts of each of its subsidiaries, are available on the
Company?s website under the web link: https://www.ufomoviez.com/investor
BOARD DIVERSITY
Your Company recognizes and embraces the benefits of having a diverse
Board that possesses a balance of skills, experience, expertise and diversity of
perspectives, appropriate to the requirements of the businesses of the Company. The
Company sees increasing diversity at the Board level as an essential element in
maintaining a competitive advantage. A truly diverse in the Board will include and make
good use of the differences skills, regional and industry experience and background among
directors. These differences the optimal composition of the Board. The Board has adopted a
Board Diversity Policy which sets out its approach in this regard. The Board Diversity
Policy is available on the Company?s website under the web link:
https://www.ufomoviez.com/sites/ default/files/UFO_Investors/Policy%20on%20Board%20
Diversity_UFO.pdf
BOARD OF DIRECTORS
The current policy of the Company is to have an optimum combination of
Executive and Non-Executive Directors with an Independent, Non-Executive Chairman to
maintain the independence of the Board and to separate the functions of governance and
management in the Company.
As on March 31, 2023, the Board consisted of nine members, two of whom
are Executive Directors and seven are Non-Executive Directors. Out of the seven
Non-Executive Directors, three are Independent Directors. Mr. Kanwar Singh Anand, an
Independent Director is the Chairman of the Board of Directors. The Board periodically
evaluates the need for change in its composition and size.
Mr. Kapil Agarwal resigned as a Director of the Company with effective
from April 26, 2023. Post his resignation, the Board consisted of eight members.
APPOINTMENT, RE-APPOINTMENT, RETIREMENT AND RESIGNATIONS OF DIRECTORS
Appointment of Directors:
During the year under review, following Directors were appointed on the
Board:
- Mr. Kanwar Bir Singh Anand (DIN: 03518282) as an Independent Director
of the Company for a period of three years from May 26, 2022 upto May 25, 2025
- Mr. Rajesh Mishra (DIN: 00103157) as an Executive Director of the
Company for a period of three years from June 18, 2022 upto June 17, 2025
- Mr. Rajiv Batra (DIN: 00082866) and Ms. Swati Mohan (06377656) as
Independent Directors of the Company for a period of three years from June 15, 2022 upto
June 14, 2025
Re-Appointment of Directors:
In accordance with the provisions of Section 152 of the Act and in
terms of the Articles of Association of the Company, Mr. Anand Trivedi, Director, retires
by rotation at the forthcoming
AGM and being eligible, offers himself for re-appointment.
The Board recommends his re-appointment.
The Board of Directors of the Company in its meeting held on May 25,
2023, upon recommendations received from the Nomination and Remuneration Committee and
subject to approval of members of the Company, has approved reappointment of Mr. Sanjay
Gaikwad as Managing Director of the Company for a further period of three of yearsthe from
the expiry of his present term of office, i.e. with effect
October 17, 2023 till October 16, 2026.
Brief resume, nature of expertise, details of directorships held in
other Companies and other relevant information of Mr. Anand Trivedi and Mr. Sanjay Gaikwad
who are proposed to be re-appointed in the AGM, as stipulated under Secretarial Standard 2
and Regulation 36 of the Listing Regulations, are appended as an Annexure to the Notice of
the ensuing AGM.
Retirement of Directors:
Mr. Sanjeev Aga (DIN: 00022065), Ms. Lynn de Souza (DIN: 01419138) and
Mr. S. Madhavan (DIN: 06451889) were appointed w.e.f. November 20, 2014 for a period of
three years, in their first term of appointment as Independent Directors of the Company.
They were re-appointed for their second term of five years upto November 19, 2022. Upon
completion of two terms of appointment as Independent Directors of the Company, Mr.
Sanjeev Aga, Ms. Lynn de Souza and Mr. S. Madhavan retired as Independent Directors of the
Company, w.e.f. close of business hours on November 19, 2022. The Board of Director places
on record its appreciation for the contribution made by these Independent Directors of the
Company.
Resignation of Directors:
- Mr. Raaja Kanwar, Non-Executive Director (DIN: 00024402) of the
Company resigned from the position of
Director of the Company with effect from November 15,
2022, due to his pre-occupation.
- Mr. Kapil Agarwal (DIN: 00024378) stepped down as Joint Managing
Director of the Company with effect from June 17, 2022 and was designated as a
Non-Executive Director of the Company immediately thereafter. Due to
his pre-occupation, he resigned as a Director of the Company with effect from April 26,
2023. The Board of Director places on record its appreciation for the contribution made by
these Non-executive Directors of the Company.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received the necessary declaration from each
Independent Director under Section 149(7) of the Act, that he/she meets the criteria of
independence laid down in Section 149(6) of the Act and under the Listing Regulations.
Based on the annual confirmations received from the
Independent Directors, in terms of Regulation 25(9) of the Listing
Regulations, the Board is of the opinion that the Independent
Directors fulfil the criteria of Independence as specified under
Section 149(6) of the Act read with Regulation 16(1)(b) of the Listing
Regulations and are Independent of the management.
Further, the Board members are satisfied with regard to integrity,
expertise, experience and proficiency
Directors of the Company.
POLICY ON DIRECTORS? APPOINTMENT AND REMUNERATION
The Board has adopted the Nomination and Remuneration Policy of the
Company pursuant to the provisions of Section 178(3) of the Act and the Listing
Regulations. The Policy includes laying down criteria for identifying persons who are
qualified to become Directors, Key Managerial Personnel (KMP?), Senior
Management Personnel and other Employees of the Company, laying down criteria to carry out
evaluation of every Director?s performance, determining the composition and level of
remuneration, including reward linked with the performance, which is reasonable and
sufficient to attract, retain and motivate
Directors, KMPs, Senior Management Personnel and Other Employees to
work towards the long term growth and success of the Company.
The Nomination and Remuneration Policy of the Company is available on
the Company?s website under the web link:
https://www.ufomoviez.com/sites/default/files/UFO_Investors/
Nomination%20and%20Remuneration%20Policy_F_clean.pdf The details of the
managerial remuneration for the Financial Year 2022-23 are provided in the Corporate
Governance Report.
BOARD EVALUATION
Regulation 4(2)(f) of the Listing Regulations mandates that the Board
shall monitor and review the board evaluation framework. The Act states that a formal
annual evaluation of the performance of the Chairman, Board, its committees and of
individual directors shall be made. Further, Regulation 17(10) of the Listing Regulations
and Schedule IV of the Act state that the performance evaluation of Independent Directors
shall be done by the entire Board of Directors, excluding the director being evaluated.
Regulation 17(10) of the Listing Regulations also mandates that the Board shall evaluate
the fulfilment of the independence criteria of the Independent Directors as per the
Listing Regulations and their independence from the management.
The performance evaluation of Chairman of the Company, all the
individual directors, the Board as a whole and that of its Committees was conducted based
on the criteria and framework adopted by the Board.
INDEPENDENT DIRECTORS? MEETING
During the financial year 2022 - 23, the Independent Directors met on
May 26, 2022 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 and Board that is necessary for the
Board to effectively reasonably perform its duties.
COMMITTEES OF BOARD OF DIRECTORS
In compliance with the provisions of the Act and Listing Regulations,
Statutory Board Committees are constituted viz. Audit and Risk Management Committee,
Nomination and Remuneration Committee, Corporate Social Responsibility Committee and
Stakeholders? Relationship Committee. Finance Committee is constituted for
administrative convenience. A detailed update on the Board and Committees, its
composition, meetings held during the Financial Year 2022-23 and attendance of the
Directors at each meeting is provided in the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR?)
The Company has incurred losses during the last three Financial Years.
In view of the same, the Company was not required to spend towards corporate social
activities during the Financial Year 2022-23, as per the provisions of Section 135 of the
Act. The CSR Committee of the Board of Directors is in place in terms of Section 135 of
the Act. The details of CSR Committee including composition, terms of reference etc. are
provided in the Report on Corporate Governance, which forms part of this Annual Report. In
terms of the Act and Rules framed thereunder, the CSR Policy formulated by the CSR
Committee and approved by the Board can be assecced at https://www.ufomoviez.com/
sites/default/files/UFO_Investors/CSR_Policy_2021.pdf
Brief details on the CSR activities undertaken by the Company and the
Annual Report on CSR activities, as per the format prescribed under the provisions of the
Act and Rules framed thereunder, is set out as "Annexure-1" forming part
of this Report.
VIGIL MECHANISM
The Company has a Whistle Blower Policy and has established the
necessary vigilance mechanism in confirmation with Section
177(9) of the Act and Regulation 22 of the Listing Regulations to
report genuine concerns or grievances.
The details of the Whistle Blower Policy are available on the
Company?s website under web link: https://www.ufomoviez.com/
sites/default/files/UFO_Investors/1%20Whistle%20Blower%20
Policy.pdf. For further details on the Whistle Blower Policy, please
refer to the Corporate Governance Report forming part of this Annual Report.
RISK MANAGEMENT
The Company has developed and implemented Risk Management plans in
accordance with the provisions of the Act and the Listing Regulations. The Risk Management
plans define the risk management approach of the Company and includes a periodic review of
such risks and also the documentation, mitigating measures, and reporting mechanism of
such risks.
CORPORATE GOVERNANCE
The Corporate Governance Report for the Financial Year ended March 31,
2023 as per Regulation 34(3) read with Schedule V of the Listing Regulations forms part of
this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In terms of Regulation 34 of the Listing Regulations, the applicability
of reporting of the Business Responsibility and Sustainability Report for the Financial
Year ended March 31, 2023 is not applicable to the Company. The Company continues to
conduct its business activities in a responsible and sustainable manner towards
environment and society.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Section 134(3)(m) of the Act read
with the Companies (Accounts) Rules, 2014, are enclosed as "Annexure-2" to
this report.
AUDITORS Statutory Auditors
M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration no.:
101248W/W-100022) were appointed as the Statutory Auditors of the Company at the 14th
Annual General Meeting (AGM?) of the shareholders of the Company held on
August 09,
2018, to hold office for a consecutive term of five years, until
conclusion of the 19th AGM. Consequently, M/s. B S R & Co.
LLP, Chartered Accountants will complete their first term of five
consecutive years as the Statutory Auditors of the Company at the conclusion of 19th
AGM. Pursuant to Section 139 of the Act, the Company can appoint auditors? firm for a
second term of five consecutive years.
M/s. B S R & Co. LLP, Chartered Accountants, have provided their
re- their consent and eligibility certificate appointment, if made, would be in compliance
with the applicable laws.
The Board of Directors of the Company in its meeting held on May 25,
2023 upon recommendation received from the Audit and Risk Management Committee, has
approved the appointment of M/s. B S R & Co. LLP, Chartered Accountants as the
Statutory Auditors of the Company for their second term of five consecutive years
commencing from the conclusion of
19th AGM till the conclusion of 24th AGM, subject
to approval of members of the Company. During the year under review, the Statutory
Auditors have not reported any instances of frauds committed in the Company by its
Officers or Employees to the Audit and Risk Management
Committee under Section 143(12) of the Act, details of which are
required to be mentioned in this Report.
Secretarial Auditor
Mr. Dharmesh Zaveri of M/s. D.M. Zaveri & Co., Practicing Company
Secretaries was appointed to conduct the Secretarial
Audit of the Company for the Financial Year 2022-23, as required under
Section 204 of the Act and Rules framed thereunder. The Secretarial Audit Report for the
Financial Year 2022-23 forms part of this report as "Annexure-3". The
report is free of any qualifications or adverse observations.
Secretarial Audit Report of Scrabble Entertainment Limited, an unlisted
material subsidiary of the Company for the Financial Year 2022-23, carried out by M/s. V.
M. Kundaliya & Associates, Company Secretaries, pursuant to Section 204 of Act and
Regulation 24A of the Listing Regulations, forms part of this
Annual Report. The report is free of any qualifications or adverse
observations.
Further, maintenance of cost records as prescribed by the Central
Government under Section 148(1) of the Act is not applicable to the Company.
EXTRACT OF ANNUAL RETURN
In terms of Section 92(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company is available
on the the Company?s website under the web link at https://www.ufomoviez.com/sites/
default/files/Annual_Return/Form_MGT_7_UFO%202023%20 website.pdf
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
The Company has transferred a sum of 74,745/- pertaining to Interim
Dividend for the Financial Year 2015 16 in April, 2023 to the Investor Education
and Protection Fund (Fund?) established by the Central Government, in
compliance with the Act. The said amount represents unpaid/unclaimed dividend which was
laying with the Company for a period of seven consecutive years. Further, the Company has
transferred 5,353 equity shares of
10/- each on which the dividend remained unpaid or unclaimed for
seven consecutive years to the IEPF Authority in compliance with the Act in April, 2023.
Any shareholder whose shares or unclaimed dividend have been transferred to the Fund, may
claim the shares under provision to Section 124(6) or apply for refund under Section
125(3) or under proviso to Section 125(3) of the Act, as the case may be, to the Authority
by making an application in Web Form IEPF - 5 available on website at www.iepf.gov.in.
HUMAN RESOURCES
Your Directors believe that the key to the success of any Company are
its employees. Your Company has a team of abled and experienced professionals, whose
dedicated efforts and enthusiasm has been an integral part of your Company?s growth.
Your Directors would like to place on record their deep appreciation of their continuous
effort and contribution to the
Company.
Particulars of employees
The table containing the names and other particulars of employees in
accordance with the provisions of Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 disclosing
ratio of the remuneration of each director to the median employee?s remuneration and
such other details is appended as "Annexure-4" to this report.
A statement containing the names of top 10 employees, in terms of their
remuneration, in terms of Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms an integral part of this report. The said
statement is not being sent along with this annual report to the members of the Company.
In terms of Section 136 of the Act, members who are interested in
obtaining these particulars may write to the Company Secretary at the registered office of
the Company and the same will be furnished on request.
Employee Stock Options
The Company operates the UFO Moviez India Limited
Employee Stock Option Scheme - 2014? (ESOP Scheme
2014?), which is compliant with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
(SBEB Regulations?).
The Compensation Committee of the Board of Directors of the Company at
its meeting held on June 20, 2022 granted 75,000 stock options at an exercise price of
50 per option, to the eligible employees of the Company under its ESOP Scheme 2014.
The details of employee stock options form part of the notes to
accounts of the financial statements in the Annual Report for the
FY 2022-23 and relevant disclosures as per the requirements of the SBEB
Regulations are available on the Company?s website under the web link:
https://www.ufomoviez.com/ sites/default/files/UFO_Investors/ESOP%20Reg%2014%20
Disclosure_31.03.2023_clean.pdf
Policy on prevention, prohibition and redressal of sexual harassment at
workplace
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy against sexual harassment at the workplace in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (said Act?) and the Rules there under. The Policy
aims to provide protection to employees at the workplace and prevent and redress
complaints of sexual harassment and for matters connected or incidental thereto, with the
objective of providing a safe working environment, where employees feel secure. The
Company has also constituted an Internal Complaints Committee as per the provisions of the
said Act to inquire into complaints of sexual harassment and recommend appropriate action.
The Company has not received any complaint of sexual harassment during the Financial Year
2022-23.
SECRETARIAL STANDARDS
Pursuant to the provisions of Section 118 of the Act, the Company has
complied with the applicable provisions of the Secretarial Standards issued by the
Institute of Company Secretaries of
India and notified by the Ministry of Corporate Affairs.
CAUTIONARY STATEMENT
Statements in this Report and the Management Discussion & Analysis
describing the Company?s objectives, projections, estimates, expectations or
forecasts may be forward-looking within the meaning of applicable securities laws and
regulations.
Actual results may differ implied in the statement. Important factors
that could influence the Company?s operations include economic conditions affecting
demand/supply and price conditions in the domestic and overseas markets in which the
Company operates, changes in government regulations, tax laws, economic developments
within the country and other incidental factors.
ACKNOWLEDGMENT
Your directors thank all customers, vendors, investors, bankers and all
other business partners for their excellent support during the year. They wish to place on
record, appreciation of the strong commitment and contribution made by employees of the
Company at all levels.
Your directors also take this opportunity to place on record their
appreciation for continued co-operation and unstinted support received from the film
producers, distributors, exhibitors, and advertisers who have contributed to the success
of the Company. Your directors thank the Central Government, various State Governments and
other Government agencies and bodies for their support, and look forward to their
continued support in the future.