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Cinevista Ltd.

BSE: 532324 | NSE: CINEVISTA | Series: NA | ISIN: INE039B01026 | SECTOR: Media & Entertainment

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Annual Report

For Year :
2018 2016 2015 2014 2013 2012 2011 2010 2009

Director’s Report

DIRECTORSCREPORT TO THE MEMBERS

The Directors have pleasure in submitting the Twenty First Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2018.

1. FINANCIAL RESULTS (Rs. in lacs)

STANDALONE

2017-18

2016-17

Income from Operations

2121.92

2206.32

Operating Expenditure

3240.56

2354.21

Depreciation and Amortisation

130.73

158.43

Operating Profit

(1249.37)

(306.32)

Other Income

1468.55

731.47

Profit before Finance Costs

219.18

425.15

Finance Costs

438.44

422.14

Profit after Finance Costs but before Tax

(219.26)

3.01

Tax Expenses

2.32

4.33

Net Profit / Loss After Tax

(221.58)

(1.32)

Financial and Operational Review:

The Company has earned a gross income of Rs. 2121.92 lakh for the financial year 2017-18, as compared to Rs. 2206.32 lakh in the previous year, recording a decrease of Rs 84.4 lakh.

The Company has incurred the net losses of Rs. 221.58 lakh for the year as compared to net losses of Rs. 1.32 lakh in the previous year.

Interest expenditure for the year under review has marginally increased by Rs. 16.3 lakh as compared to the previous year. Depreciation during the year has recorded a marginal decrease by Rs. 27.7 lakh as compared to the previous year.

Earnings per share have been NIL for the current year as well as for the previous year.

2. SHARE CAPITAL:

The Company’s paid up capital is Rs. 11,48,72,950 with accumulated Reserves & Surplus of Rs. 1469,582,298.91

There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year under review. The Company has not issued shares with differential voting rights or sweat equity shares. It has not granted any stock options.

Transfer/Transmission of Shares

On account of death of promoter Dr. Vishnu Mehta, his entire 81390 shares were transmitted to his son Mahesh Mehta, promoter of the Company. The shares were to be equally distributed among all this survivors. Therefore, during the year. Mr. Mahesh Mehta transferred the 27130 shares each to Mrs. Sunita Malhotra & Mr. Sunil Mehta, promoters of the company.

Further, Mr. Mahesh Mehta has sold 1,72,356 shares during the year.

The Company has complied with all necessary compliances as required under SEBI (Prohibition of Insider Regulations) and Listing Regulations, 2015.

3. CHANGES IN CAPITAL STRUCTURE

There has been no change in the capital structure during the year under review.

4. TRANSFER TO RESERVES

The amounts decreased in the reserves during the year on account of the losses are Rs. 22,158,726.60 as compared to the previous year decrease on account of losses Rs. 132817.20

5. DIVIDEND

On account of heavy losses, Your Directors do not propose any dividend for the year ended 31st March, 2018.

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans or guarantees given by the Company and any investments made by the Company is given in the notes to the Accounts forming part of the financial statements

7. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined and to maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

The internal financial controls with reference to the financial statements were adequate and operating effectively

8. BOARD OF DIRECTORS

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Talat Aziz, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. The Board recommends his re-appointment.

The brief resume and other details of the directors seeking reappointment as required under regulation 36(3) of the SEBI (Listing Obligations & Disclosures Requirement) Regulation 2015 are provided in the Notes of the Notice and report on Corporate Governance forming part of the Annual Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, 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, Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

11

9. POLICY ON DIRECTORS ^APPOINTMENT AND REMUNERATION

The Board in consultation of the Nomination and Remuneration Committee of the Company has formulated the various policies relating to the terms of Appointment of Independent directors, details on familiarization programs and criteria of payments to Non-Executive Directors and the same has been posted on the Company’s website www.cinevistaas.com.

10. RELATED PARTY TRANSACTIONS

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. The Company has taken necessary approval from Shareholders & Audit Committee for all related parties transactions. The detail of all related parties transactions given in the notes to Accounts forming part of the financial statements.

The Company has adopted Related Party Transactions Policy which is displayed on website of Company www.cinevistaas.com.

The particulars of contracts or arrangements with related parties are required under Section 134(3) (h) is prescribed Form AOC L 2 are annexed herewith as an Annexure L AL_

11. 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 Code has been posted on the Company’s website www.cinevistaas.com.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA)

The detailed Analysis of the Operating performance of the Company for the year, the state of affairs and the key changes in the operating environment has been included in the Management Discussion and Analysis section which forms an integral part of this Report and is set out as separate section to this Annual Report.

13. CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is an application of the best management practices, compliances of law in true spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders.

Your Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by the Securities and Exchange Board of India (SEBI). All Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year 2017-18.

A declaration to this effect signed by the Managing Director & CEO of the Company is contained in this Annual Report.

A section on Corporate Governance along with a certificate from Auditors confirming compliance of conditions of Corporate Governance as stipulated under Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed and forms part of the Directors Report.

14. CEO/CFO CERTIFICATE

In accordance with Regulation 17(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 pertaining to corporate governance norms, Mr. Sunil Mehta, CEO and Managing

Director and Mr. K.B.Nair, CFO, have certified, inter-alia, on review of financial statements and establishing and maintaining internal controls for the financial reporting for the year ended March 31, 2018, The said certificate forms an integral part of the Annual Report.

15. DIRECTORSCRESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) 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 under review.

iii) 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) 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.

vi) 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.

16. SUBSIDIARIES

The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information upon request by any member of the Company and its subsidiaries interested in obtaining the same. Further, the Annual Accounts of the subsidiaries would also be available for inspection by any member at the Registered Office of the Company and at the Office of the respective subsidiary companies, during working hours.

The Statement containing salient features of the financial statements of the subsidiary companies in the prescribed format AOC-1 is appended as an LAnnexure Buto the Board''s Report. The statement also provides the details of performance and financial position of subsidiary companies.

The holding as well as subsidiary companies in question shall regularly file such data to the various regulatory and Government authorities as may be required by them.

The Company has given Indian rupee equivalent of the figures given in foreign currency appearing in the accounts of the subsidiary viz. M/s. Video Vista Inc. along with the exchange rate as on closing day of the financial year.

17. FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

18. AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, The Company''s Statutory Auditors M/s. Sarath & Associates, Chartered Accountants (ICAI Firm Registration No. 5120S) were appointed at the 18th Annual General Meeting held on 22nd September, 2015 as the auditors for the period of four years until conclusion of the 22nd consecutive Annual General Meeting.

The Auditors’ Report to the members on the Accounts of the Company for the financial year ended March 31, 2018 does not contain any qualification.

With reference to point 3(c) of Annexure B of the Standalone Auditors Report, the Company has demanded the amount outstanding from the Companies, Report, the Company has demanded the amount outstanding from the companies, firm or other parties listed in register maintained under section 189 of the act. However, such companies being non-operational and with no running business, presently they dont have sufficient funds to repay the same to M/s. Cinevista Ltd. However, we are taking all reasonable steps & efforts to recover the outstanding amount.

In view of the amendment to the said section 139 through the Companies (Amendment) Act, 2017 notified on 7 May 2018, ratification of auditors’ appointment is no longer required. However, under section 142 of the Companies Act, 2013, a proposal is put up for approval of members for authorizing the Board of Directors of the Company to fix Auditors’ remuneration for the year 201819 and thereafter. The members are requested to approve the same.

The Statutory Audit Report for the year 2017-18 does not contain any qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors.

19. SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. Yogesh D. Dabholkar and Co., Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the year 2017-18 as issued by him in the prescribed form MR-3 is annexed herewith as Annexure CLto this Report.

As directed by Securities & Exchange Board of India, (SEBI) secretarial audit is being carried out at the specified period by the Practicing Company Secretary. The findings of the secretarial audit were entirely satisfactory.

Regarding observation made by the Secretarial Auditor regarding delay is intimation of disclosure by the Company, we would like to clarify that there was delay on side of the promoter Mr. Mahesh Mehta in intimating to the Company regarding sale of part of his shares. However, the Company has not defaulted & followed required compliances by intimating the stock exchanges, in time, as required under Regulation 7(2) read with Regulations 6(2) of SEBI Probation of Insider Trading Regulations, 2015.

There are no other qualification in Secretarial Audit Report and observation made in the Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under the Companies Act, 2013.

20. SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval given on 10 April 2015, by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India (ICSI), the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1st July 2015. The said standards were amended with effect from 1 October 2017.

The Company is in compliance with the same.

21. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as per Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is set out in Annexure Deforming part of this report.

22. BUSINESS RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & the Listing Regulations, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Directors Report.

23. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

The Code of Conduct for Prevention of Insider Trading is displayed on website of Company www.cinevistaas.com.

24. VIGILANCE MECHANISM

As a conscious and vigilant organization, your Company has established proper vigilance mechanism for its Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The Company has framed Whistle Blower Policy and the same is uploaded at the website of the Company.

25. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework for selection and remuneration of Directors, Key Managerial Personal (KMP) and Senior Management of the Company. The Nomination and Remuneration policy is available on the website (www.cinevistaas. com) of the Company

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN

Your Company is committed to provide and promote safe and healthy environment to all its employees without any discrimination. During the year under review, there was no case filed pursuant to The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)nAct, 2013.

27. STATUTORY INFORMATION

Conservation of Energy & Technology Absorption

Considering the nature of the business of the Company, the particulars required to be furnished pursuant to the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to the Conservation of Energy and Technology Absorption are not applicable.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings have been Rs. 1.43 Lacs as compared to the previous year which amount to Rs. 4.46 Lacs and Foreign Exchange Outgo for current year is Rs.NIL as compared to previous year which was also Rs. NIL.

Particulars of Employees

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

28. Disclosure under Regulation 30 of SEBI (Listing and Disclosure Requirements), 2015

A massive fire incident had occurred on 06-01-2018 at the studio premises situated at Plot No.1, Gandhi Nagar, L. B. S. Marg, Kanjurmarg West, Mumbai-400078 resulting in impairment and destruction of fixed assets, as well as, assets other than fixed assets.

Disclosure as required under the materiality of events in terms of Para B of Part A of Schedule III of Listing Regulations of Listing Regulations, 2015

a) Insurance amount claimed and realized by the listed entity for the loss/damage:

Insurance Claim of Rs. 14,29,20,617/- (Fourteen Crores Twenty Nine Lakhs Twenty Thousand Six Hundred and Seventeen Only) made with insurance Companies

Amount of Claim Realized: Nil till date

b) The actual amount of damage caused due to the natural calamity or other force majeure events: Losses of Rs. 5,77,02,515/- (Five Crores Seventy Seven Lakhs Two Thousand Five Hundred and Fifteen Only) written down value as on 5th January, 2018

c) Details of steps taken to restore normalcy and the impact of the natural calamity/other force majeure events on production or service, financials of the entity: Awaiting for Insurance companies to realize the insurance claim

Further, the brief details of the fire incidence are provided in the Significant Accounting Policies and Notes forming part of the Annual Report.

29. APPRECIATION

Your Directors thank the viewers, suppliers, bankers, Financial Institutions, Central and State Governments and Shareholders for their consistent support to the Company. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the company.

For and on behalf of the Board

Cinevista Limited

Place: Mumbai Prem Krishen Malhotra

Date: 30th May, 2018 Chairman

Director’s Report