Cineline India Ltd


BSE: 532807 | NSE: CINELINE | ISIN: INE704H01022 
Market Cap: [Rs.Cr.] 36 | Face Value: [Rs.] 5
Industry: Entertainment / Electronic Media Software

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Director's Report

Directors

To,

The Members,

Cineline India Limited

(Formerly known as Cinemax Properties Limited)

Dear Shareholders,

Your Directors are pleased to present the EleventhAnnual Report, to the members, on the businessand operations of your Company together withAudited Accounts for the financial year endedMarch 31, 2013.

I. FINANCIAL OVERVIEW

The financial results for the year ended March31, 2013 are as follows:

(Rs. In Lacs)
For the year ended 31st March 2013 *2012
Gross Income 1899.56 24573.45
Profit before Interest, Depreciation and tax 1344.92 3509.42
Interest & Financial Charges 338.80 1498.98
Depreciation/ Amortisation 416.00 1959.90
Profit/(loss) before exceptional items and taxes 590.12 50.54
Exceptional Items/ Extraordinary
Items 56.63 568.85
Profit/(loss) before tax 533.49 (518.31)
Provision for Tax (including Deferred & Fringe Benefit Tax) 149.12 (607.63)
Profit/(loss) after Tax 384.37 89.32
Profit brought forward from previous year 1647.99 1558.67
Amount available for Appropriation 2032.36 1647.99

REVIEW OF FINANCIALS

*Last year figures are not comparable withcurrent year figures due to demerger of exhibitionbusiness of the Company.

During the year under review, the Gross Incomeis Rs.1899.56 Lacs. The Profit before Interest,Depreciation and Tax (PBIDT) during the yearis Rs.1344.92 Lacs. Profit after tax (PAT)for the year under review stood at Rs.384.37 Lacs.

II. DIVIDEND

With a view to conserve the resources forthe future operations, your Directors have thoughtit prudent not to recommend dividend on equityshares for the financial year 2012-2013.

III. HUMAN CAPITAL

Your Company recognises that "Human Capital"is its principal asset and values it highly.Human capital has been one of the keypillars of the Company's success.

The Company has been able to attract, growand retain some of the best talent inthe industry. Your Company is professionally managedwith key management personnel having relatively longtenure with the Company. The Company encouragesand facilitates long term career through carefullydesigned management development and performance managementsystems.

IV. INFORMATION TECHNOLOGY

The existing system will be able to caterto your Company's future growth at reasonableincremental costs. The modular nature of thesystem supports efficiency in operations coupledwith strong systems and operational controls. Thesystem is robust to cater to efficient customerservice and support marketing initiatives.

V. COMMUNICATION AND PUBLIC RELATIONS

Your Company has, on a continuous basis, endeavoredto increase awareness among its Shareholders andin the market place about the Company's strategy,new developments and financial performance. Financialresults, important developments and achievements areregularly released to the press, media anduploaded on our website.

Parallely, internal communication and brand buildingwithin the organization is being given furtherimpetus.

VI. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report coveringa wide range of issues relating to Performance,outlook etc., is annexed as Annexure-A tothis report.

VII. CORPORATE GOVERNANCE

The Company is committed to maintain the higheststandards of the Corporate Governance. The detailedreport on Corporate Governance as stipulated underClause 49 of the Listing Agreement forms Annexure-Bto this report.

The Statutory Auditors of your Company haveexamined the Company's compliance and have certifiedthe same as required under the listing agreement.The certificate is reproduced as Annexure-C tothis report.

VIII. CHAIRMAN AND CHIEF FINANCIAL OFFICER CERTIFICATION

Chairman and Chief Financial Officer Certificationas required under clause 49 of the ListingAgreement, and Chairman's Declaration about codeof conduct are furnished in Annexure-D tothis report.

IX. AUDITORS

M/s. Walker Chandiok & Co., Chartered Accountants,the Statutory Auditors of your Company, holdsoffice till the conclusion of the ensuingAnnual General Meeting and are eligible forappointment.

The Company has received letters from StatutoryAuditors to the effect that their appointment,if made, would be within the prescribed limitsunder Section 224(1B) of the Companies Act,1956 and that they are not disqualified forsuch appointment within the meaning of Section226 of the said Act.

X. STATUTORY INFORMATION

A) Employees Particulars

The information as required in accordance withSection 217(2A) of the Companies Act, 1956,read with the Companies (Particulars of Employees)Rules, 1975 as amended, is set out inthe Annexure to the Directors' Report. However,as per the provision of Section 219(1)(b)(iv)of the said Act, the Report and theAccounts are being sent to all the shareholdersof the Company excluding the aforesaid information.

Any shareholder interested in obtaining such informationmay write to the Company Secretary at theRegistered office of the Company.

B) Fixed Deposits

During the year under review, Your Companyhas not accepted any fixed deposits from thepublic under Section 58A of the CompaniesAct, 1956 read with Companies (Acceptance ofDeposit) Rules 1975 and, as such, no amountof principal or interest was outstanding ason the Balance sheet date.

C) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings andOutgo

Information required to be provided under Section217 (1) (e) of the Companies Act, 1956read with the Companies (Disclosures of Particularsin the report of the Board of Directors)Rules,1988 in relation to Conservation of Energy,Technology Absorption and Research and Developmentare currently not applicable to the Company.

The Company has made foreign exchange outgotowards traveling and marketing amounting to NILand import of Capital Goods amounting to NIL(Correspondingfigures for previous year are Rs. 1.15 Lacsand Rs. 35.72 Lacs respectively).

XI. DIRECTORS

Mr. Utpal Sheth and Mr. Sivaramakrishnan Iyer,Directors of your Company is liable to retireby rotation and being eligible, offers themselvesfor reappointment at the ensuing Annual GeneralMeeting. The Company has received a noticein writing from a member under Section 257of the Companies Act, 1956 proposing the appointmentof Mr. Utpal Shethand Mr. Sivarama krishnan Iyeras a Director, subject to retirement by rotation.

XII. IMPLEMENTATION OF CIRCULAR ISSUED BY

MINISTRY OF CORPORATE AFFAIRS ON "GREEN INITIATIVE ON CORPORATE GOVERNANCE"

The Company has implemented the "GreenInitiative" as per Circular No. 17/2011 datedApril, 2011 and Circular No. 18/2011 datedApril 29, 2011 issued by the Ministry ofCorporate Affairs to enable electronic delivery ofnotices / documents and annual reports toshareholders giving consent for the same.

XIII. SCHEME OF ARRANGEMENT FOR DEMERGER.

The Hon'ble High Court of Judicature at Bombayvide its order dated 9 March, 2012 hassanctioned the Scheme of demerger i.e. CompositeScheme of Arrangement between the Company andCinemax Exhibition India Limited and their respectiveShareholders and Creditors under Sections 391 to394 read with Sections 78, 100 to 103of the Companies Act, 1956. 1 April, 2012and 20 April, 2012 are respectively the appointeddate and effective date of the scheme. Accordingly,the Hon'ble High Court has interalia sanctionedthe following:

a) Demerger of Exhibition of Films business:

The Scheme envisages the demerger of TheaterExhibition business of the Company into separateentity viz., Cinemax Exhibition India Limited ongoingconcern basis in the manner provided for inthe scheme.

b) Issue and Allotment of Shares of Cinemax Exhibition India Limited in the ratio of1:1.

Each individual shareholder of Cinemax India Limited(CIL) {including their respective heirs, executors,administrators or other legal representatives orthe successors in title} whosename shall appear in the Register of Membersof CIL as on the Demerger Record Dateshall be issued and allotted shares of CEILin the following manner:

"1 (One) fully paid Equity Share of Rs.5 (Rupees Five) each of CEIL shall beissued and allotted for every 1 (One) fullypaid Equity Share of Rs. 10 (Rupees Ten)each held in CIL."

c) Reduction in Face Value of shares of CIL.

The reduction of the issued, subscribed andpaid up equity share capital of CIL, effectedby reducing the face value of the eachequity shares of Cinemax India Limited fromRs. 10/- to Rs. 5/- per share, fullypaid up and thereby reducing the aggregateissued , subscribed and paid-up capital ofCIL from Rs. 28.00 crores to Rs. 14.00crores.

d) Name change of the Companies:

Pursuant to Scheme of arrangement name of "CinemaxIndia Limited" changed to "Cinemax PropertiesLimited" w.e.f. 9 May, 2012.

XIV. RELISTING OF EQUITY SHARES

Subsequent to the aforesaid demerger, your Companyre-listed its Equity Shares on Bombay StockExchange Limited (BSE) and National Stock ExchangeLimited (NSE) effective from June 13, 2012.

XV. CHANGE OF NAME OF THE COMPANY

During the year, name of "Cinemax PropertiesLimited" was changed to "Cineline IndiaLimited" w.e.f. 26 March, 2013

XVI. DIRECTORS' RESPONISIBILITY STATEMENT

Pursuant to Section 217(2AA) of the CompaniesAct, 1956 your Directors, based on the informationand documents made available to them, confirmthat:

i) In the preparation of annual accounts foryear ending 31 March 2013, the applicableaccounting standards have been followed. There areno material departures in the adoption andapplication of the accounting standards.

ii) They have selected such accounting policiesand applied them consistently and made judgmentsand estimates that are reasonable and prudentso as to give a true and fair viewof the state of affairs of your Companyat the end of the financial year andof the profit of your Company for thatyear;

iii) They have taken proper and sufficientcare to the best of their knowledge andability for the maintenance of adequate accountingrecords in accordance with the provisions ofthe Companies Act, 1956 for safeguarding theassets of your Company and for preventingand detecting fraud and other irregularities;

iv) They have prepared the annual accountson "going concern" basis.

ACKNOWLEDGMENTS

Your Board takes this opportunity to thankthe Licensee, vendors, business partners, shareholdersand bankers for the faith reposed in theCompany and also thank the Government of India,various regulatory authorities and agencies for theirsupport and looks forward to their continuedencouragement. Your Directors are deeply touchedby the efforts, sincerity and loyalty displayedby the employees without whom the growth wasunattainable. You Directors wish to thank theinvestors and shareholders for placing immense faithin them and the plans designed for growthof your Company. Your Directors seek and lookforward to the same support in future andhope that they can continue to satisfy youin the years to come.

For and on behalf of the Board of Directors
Place: Mumbai Rasesh B. Kanakia
Date : 29 May, 2013 Chairman
   

Peer Comparison

Company Market Cap
(Rs. in Cr.)
P/E (TTM)
(x)
P/BV (TTM)
(x)
EV/EBIDTA
(x)
ROE
(%)
ROCE
(%)
D/E
(x)
Vatsa Music 127,897.35 0.00 245.00 0.00 0.0 0.0 0.00
Zee Entertainmen 27,933.23 38.22 14.31 21.32 28.8 32.1 0.00
Sun TV Network 16,649.88 23.75 5.25 10.50 24.7 36.7 0.00
Dish TV 6,251.51 0.00 -20.24 12.19 0.0 0.0 0.00
D B Corp 5,997.46 19.57 5.24 10.86 27.6 35.3 0.14
TV18 Broadcast 5,116.73 59.70 1.47 36.46 0.3 4.0 0.23
Hathway Cable 4,857.92 0.00 5.26 28.34 0.0 0.0 1.07
UTV Software 4,414.51 0.00 7.68 0.00 0.0 0.0 2.91
Jagran Prakashan 3,962.89 16.47 4.16 11.06 26.4 19.7 0.50
Den Networks 3,719.93 0.00 2.09 19.31 5.7 8.5 0.62
PVR 2,559.92 51.26 6.54 13.73 12.0 9.3 0.62
H T Media 2,465.97 17.48 1.75 25.55 11.4 12.6 0.26
Ent.Network 2,107.01 29.91 3.63 11.89 13.2 17.6 0.00
Eros Intl.Media 2,011.03 17.70 2.25 8.86 16.2 18.0 0.53
Siti Cable 1,827.28 0.00 6.84 27.20 0.0 0.0 96.84

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Key Information

Key Executives:

Sivaramkrishnan S Iyer , Addtnl Independent Director  

Jatin J Shah , Company Secretary  

Ajay Bijli , Chairman  

Sanjeev Kumar , Director  


Company Head Office / Quarters:
215 Atrium 10th Flr J B Nagar,
Andheri Kurla Road Andheri(E),
Mumbai,
Maharashtra-400059
Phone : 91-22-67268888
Fax : 91-22-67268899
E-mail : investor@cinemax.co.in
Web : http://www.cinemax.co.in
Registrars:

No data found

Fund Holding

 
Scheme Name No. of Shares
No data found

Calendar

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