Dear Members,
The Directors are pleased to present the Fourteenth Annual Report of Imagicaaworld
Entertainment Limited ("the Company") along with the Audited Financial
Statements, standalone and consolidated, for the financial year ended on March 31, 2023.
FINANCIAL HIGHLIGHTS
The financial performance of the Company for the financial year ended March 31, 2023 as
compared to the previous year is summarized below:
(Rs in Lakhs)
Particulars |
Standalone |
Consolidated |
| FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
Total Revenue |
33,374.36 |
9,808.74 |
33,374.36 |
7,528.20 |
Profit/ (Loss) Before Tax |
16,139.03 |
(25,212.14) |
16,106.98 |
(24,407.01) |
Less: Tax Expenses |
|
|
|
|
(1) Current Tax |
- |
- |
|
|
(2) Deferred Tax |
(19,607.37) |
- |
(19,607.37) |
- |
Profit/ (Loss) After Tax |
35,746.40 |
(25,212.14) |
35,714.35 |
(24,407.01) |
COMPANYS PERFORMANCE
For the financial year 2022-23, at standalone level, the Company reported a growth of
340%* in Total Revenue vis-a-vis financial year 2021-22. Total Revenue increased to
33,374.36 Lakhs from 9,808.74 Lakhs for the corresponding period. EBITDA* improved to
10,000.10 Lakhs from 428.10 Lakhs driven by growth in the footfalls and revenue in
financial year 2022-23.
* EBITDA is excluding non-operating income.
For the financial year 2022-23, at consolidated level, the Company reported a growth of
443%# in Total Revenue vis-a-vis financial year 2021-22. Total Revenue increased to
33,374.36 Lakhs from 7,528.20 Lakhs for the corresponding period.
During the year under review, the Company has recorded 13.6 Lakhs visitors, against the
previous year number of 3.16 Lakhs#.
# It may be noted that financial year 2021-22 was a Covid impacted year and the parks
were not in complete operations due to lockdown, resulting in a lower base.
The outstanding secured loans including interest overdue as on March 31, 2023 aggregate
to 1,969.88 Lakhs.
None of Financial Statements of the Company, pertaining to previous financial years
were revised during the financial year under review.
SUCCESSFUL IMPLEMENTATION OF RESOLUTION PLAN
In the financial year 2022-23, the landmark Resolution
Plan submitted by Malpani Parks Private Limited ("MPPL")
was successfully implemented in the Company. The key
milestones achieved are summarised as below:
- On June 22, 2022, MPPL subscribed to the equity shares issued to them on private
placement/preferential basis and remitted 415 Crore towards subscription amount of
equity shares, and accordingly MPPL was issued 27,14,19,228 equity shares thus becoming
majority shareholder of the Company with a controlling stake of 66.25% in the Company and
thus got classified as the new Promoter of the Company.
- On June 22, 2022, 4,90,51,667 equity shares of the Company were allotted to erstwhile
Lenders on conversion of part loan of 75 Crore.
- On June 22, 2022, 0.01% 20 years 4,80,00,000 NonConvertible Redeemable Preference
Shares ("NCRPS") of 100/- each aggregating to 480,00,00,000/- were allotted
to Aditya Birla ARC Limited ("ARC") towards the conversion of equivalent
defaulted loan amount taken over from the Lenders.
- On June 22, 2022, the new directors, Mr. Rajesh Malpani, Mr. Manish Malpani and Mr.
Jai Malpani, were appointed on the Board of the Company.
- On June 23, 2022, vide Assignment Agreement, the Lenders transferred the entire debt
to ARC and the
proceeds received against issuance of equity shares were paid to ARC for further
payment to Secured Lenders.
- On June 24, 2022, Mr. Manmohan Shetty, erstwhile Promoter and Director of the
Company, resigned from the Board of the Company.
- On July 1, 2022, the Company received a request from erstwhile Promoters i.e. Mr.
Manmohan Shetty and Thrrill Park Limited towards reclassification from Promoters Category
to Public Category and the same was approved by BSE Limited and National Stock Exchange of
India Limited on February 6, 2023. Post receipt of approvals erstwhile Promoters ceased to
be Promoters of the Company on February 6, 2023.
- On September 22, 2022, MPPL acquired the NCRPS from ARC, which was subsequently with
approval from the Members, converted into 0.01% 20 years Optionally Convertible Redeemable
Preference Shares ("OCRPS") on November 16, 2022 to achieve close to 74.99% of
the equity shareholding as per the Resolution Plan approved by the Lenders and Members of
the Company.
- On December 22, 2022, the Company repaid the Sustainable Debt to ARC along with all
dues against the same; and only the unsustainable debt remained outstanding to the ARC.
- On February 8, 2023 the Board of Directors of the Company approved conversion of
4,80,00,000 OCRPS into 13,03,99,348 equity shares having face value of 10/- each at the
option of MPPL to the extent of value not exceeding 480,00,00,000 within a period of 18
months from the date of issuance of OCRPS i.e. November 16, 2022 at a price 36.81 per
equity share in more than one tranches which was approved by the Members of the Company on
March 10, 2023.
- In May 2023, MPPL exercised option for converting 2,57,67,000 OCRPS into 7,00,00,000
equity shares of the Company out of said 13,03,99,348 equity shares and 7,00,00,000 equity
shares were allotted pursuant to conversion of 2,57,67,000 OCRPS to MPPL on May 26, 2023.
RECLASSIFICATION OF PROMOTERS/ PROMOTER GROUP
Malpani Parks Private Limited ("MPPL") was classified as Promoter of the
Company on June 22, 2022.
BSE Limited and National Stock Exchange of India Limited vide their respective letters
dated February 6, 2023, had granted their approval for re-classification of erstwhile
Promoters of the Company i.e. Thrrill Park Limited and Mr. Manmohan Shetty from Promoter
category to Public Category of the Company.
WATERPARK OPERATIONS IN SURAT
On February 21, 2023, the Company entered into a Business Transfer Agreement
("BTA") with Rajgreen Amusement Park Private Ltd ("RAPPL") to acquire
their water park business in Surat, Gujarat on a slump sale basis; which is subject to
certain customary government/municipal approvals. In order to manage the business in the
interim to the closure of the BTA, the Company had entered into an arrangement for
Operation and Maintenance ("O&M") of the said facility. On March 1, 2023,
the Company started its water park named "Aquamagicaa" operation in Surat,
Gujarat.
DIVIDEND
Considering the inadequacy of profits on account of the accumulated previous year
losses, the Board does not recommend any dividend for thefinancial year ended March 31,
2023. The Dividend Distribution Policy, in terms of Regulation 43A SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"), is available on the Companys website at
https://www.imagicaaworld.com/ investor docs/Dividend%20Distribution%20Policy.pdf
TRANSFER OF RESERVES
The Company has not transferred any amount to reserves during the year under review.
SHARE CAPITAL
Authorised Share Capital
During the financial year under review, Authorized Share Capital of the Company was
increased from 200,00,00,000/- divided into 20,00,00,000 Equity Shares of 10/- each to
1100,00,00,000/- divided into 60,00,00,000 Equity Shares of 10/- each and 5,00,00,000
Preference Shares of 100/- each.
As on March 31, 2023, the Authorised Share Capital of the Company is 1100,00,00,000/-
divided into 60,00,00,000 Equity Shares of 10/- each and 5,00,00,000 Preference Shares
of 100/- each.
Issued, Subscribed and Paid-up Share Capital
During the year under review, the Company allotted the following securities:
1. 27,14,19,228 equity shares of face value of 10/- each at an issue price of 15.29
per equity share on preferential basis to MPPL on June 22, 2022.
2. 4,90,51,667 equity shares of face value of 10/- each at an issue price of 15.29
per equity share on preferential basis to erstwhile Lenders of the Company towards
conversion of loan on June 22, 2022.
3. 26,27,171 equity shares of face value of 10/- each pursuant to stock options
granted by the Company in terms of Imagicaaworld Employee Stock Options Scheme 2020.
4. 4,80,00,000 0.01% 20 years Non-Convertible
Redeemable Preference Shares ("NCRPS") of face value of 100/- each to ARC
on June 22, 2022 towards the conversion of equivalent defaulted loan amount taken over
from the erstwhile Lenders. Pursuant to a secondary sale on September 22, 2022, MPPL
acquired the said NCRPS from ARC.
5. On November 16, 2022, the Company obtained the approval of shareholders for
conversion of said NCRPS to 0.01% 20 years Optionally Convertible Redeemable Preference
Shares ("OCRPS") by giving an option to the holder to convert the security into
equity shares and the other terms and conditions of NCPRS remained same to OCRPS.
Consequently, the Issued, Subscribed and Paid-up Share Capital of the Company stood at
8,91,53,45,790/- divided into 41,15,34,579 Equity Shares of 10/- each and 4,80,00,000
Preference Shares of 100/- each as on March 31, 2023.
DEPOSITS
The Company has not accepted deposits from the public falling within the ambit of
Section 73 of the Companies Act, 2013 ("the Act") and the Rules framed
thereunder during the year under review. As on March 31, 2023, there were no deposits
lying unpaid or unclaimed.
SUBSIDIARY COMPANY(IES)
During the year under review, Walkwater Properties Private Limited ceased to be
subsidiary of the Company w.e.f. March 1, 2023 pursuant to sale of the entire stake by the
Company to JBCG Advisory Services Private Limited (nominee of Shaan Agro and Realty India
Private Limited).
As on March 31, 2023, the Company has 1 (one) subsidiary company i.e. Blue Haven
Entertainment Private Limited which do not have any business operations.
Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the
subsidiary company is uploaded on the website of the Company i.e. www.imagicaaworld.com
under Investor Relations tab.
In terms of Section 129 of the Act, statement containing salient features of the
financial statements of the Companys subsidiary company is given in Form AOC-1 which
forms part of the financial statements section of the Annual Report.
Further, pursuant to Regulation 16(1)(c) of the SEBI Listing Regulations, a policy for
determining material subsidiary of your Company as approved by the Board of Directors is
made available on the website under https://www.imagicaaworld. com/investor
docs/Material%20Subsidiarv%20Policv.pdf
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Section 129(3) of the Act and Regulation 34 of SEBI Listing Regulations,
the Consolidated Financial Statements of the Company, including the financial details of
its subsidiary company, forms part of this Annual Report. The Consolidated Financial
Statements have been prepared in accordance with the provisions of the Act and Indian
Accounting Standards.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Act, the Board of Directors of the Company to the
best of their knowledge and belief and according to information and explanation obtained
by them, confirm that:
a) in the preparation of the annual accounts for the financial year ended on March 31,
2023, the applicable accounting standards had been followed along with proper explanation
relating to material departures, if any;
b) they have selected such accounting policies and applied 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 March 31, 2023 and of the profit of the Company
for the year ended on March 31, 2023;
c) they have taken proper and sufficient care for the 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) they have prepared the annual accounts for the financial year ended on March 31,
2023 on a going concern basis;
e) they have laid down internal financial controls and followed by the Company and that
such internal financial controls are adequate and were operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors
During the year under review:
1. Mr. Steven Pinto and Mr. Ghulam Mohammed ceased to be Non-Executive Independent
Directors of the Company with effect from close of business hours of April 3, 2022 on
completion of their term.
2. Mr. Manmohan Shetty resigned as Chairman and Executive Director with effect from
close of business hours of June 24, 2022.
3. Mr. Rajesh Malpani, Mr. Manish Malpani and Mr. Jai Malpani were appointed as
Additional Directors in the capacity of Executive Directors on June 22, 2022. Subsequently
Mr. Rajesh Malpani was appointed as a Chairman, Mr. Manish Malpani was appointed as a
NonExecutive Director and Mr. Jai Malpani was appointed as a Managing Director of the
Company on July 22, 2022. Their appointment was approved by the Members of the Company at
the Annual General Meeting held on September 15, 2022 with the requisite majority.
4. Ms. Anita Pawar was re-appointed as Non-Executive Independent Director for a period
of 5 (five) years with effect from September 15, 2022 to September 14, 2027. Ms. Anita
Pawars appointment was approved by the Members of the Company at the Annual General
Meeting held on September 15, 2022 with the requisite majority.
5. Mr. Dhananjay Barve was re-appointed as Non-Executive Independent Director for a
period of 1 (one) year with effect from April 1, 2023 to March 31, 2024 subject to the
approval of Members of the Company through special resolution. The approval of Members has
been sought by means of Postal Ballot through and the results will be declared on or
before June 7, 2023.
All the aforesaid appointment of directors were recommended by the Nomination and
Remuneration Committee.
In terms of the provisions of Section 152 of the Act and the Rules made thereunder and
Article of the Articles of Association of the Company, Mr. Manish Malpani is liable to
retire by rotation at the ensuing Annual General Meeting and being eligible, offers
himself for re-appointment.
In compliance with the Regulation 36(3) of SEBI Listing Regulations and Secretarial
Standard - 2 on General Meetings, brief resume, expertise and other details of Director
proposed to be re-appointed are given in the Notice convening the ensuing Annual General
Meeting.
The Board recommends the re-appointment of Director as stated above in the ensuing
Annual General Meeting.
Key Managerial Personnel ("KMP")
During the year under review:
1. Mr. Jai Malpani was appointed as Managing Director of the Company with effect from
July 22, 2022
2. Mr. Swapnil Chari was appointed as Joint Company Secretary and Compliance Officer of
the Company with effect from May 11, 2022
3. Ms. Divyata Raval, Company Secretary and Compliance Officer of the Company resigned
from her office with effect from August 29, 2022
4. Ms. Reshma Poojari was appointed as Company Secretary and Compliance Officer of the
Company with effect from October 20, 2022
Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Company as on
March 31, 2023 are:
• Mr. Jai Malpani, Managing Director
• Mr. Dhimant Bakshi, Chief Executive Officer & Chief Marketing Officer
• Mr. Mayuresh Kore, Chief Financial Officer & Head Legal
• Ms. Reshma Poojari, Company Secretary
• Mr. Swapnil Chari, Joint Company Secretary DECLARATION OF INDEPENDENCE
The Company has received declarations from all its Independent Directors confirming
that they meet the criteria of independence as laid down under Section 149 of the Act and
Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the
circumstances affecting their status as an Independent Director during the year.
In the opinion of the Board, the Independent Directors are competent, experienced,
proficient and possess necessary expertise and integrity to discharge their duties and
functions as Independent Directors.
BOARD EVALUATION
The Company has devised a policy for performance evaluation of its individual
directors, the Board and the Committees constituted by it, which includes criteria for
performance evaluation.
In line with the requirements of the Act and SEBI Listing Regulations, the Board has
carried out an annual evaluation of its own performance, working of its Committees and
the Directors individually. The Directors were provided with structured questionnaire to
record their views. The reports
generated out of the evaluation process were placed before the Board at its meeting and
noted by the Directors. The evaluation process was attentive on various aspects of the
functioning of the Board and its Committees, such as experience and competencies,
performance of specific duties and obligations of the Board and its Committees, governance
issues etc.
Pursuant to the provisions of Schedule IV of the Act and Regulation 25 of the SEBI
Listing Regulations, the Independent Directors of the Company, at their meeting held on
February 8, 2023, evaluated the performance of NonIndependent Directors, the Board as a
whole, performance of the Chairman; and also assessed the quality, quantity and timeliness
of flow of information between the Management and the Board.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
In terms of the provisions of Regulation 25 of the SEBI Listing Regulations, the
Company has in place the practice of familiarising the Independent Directors of the
Company about Companys business through induction and regular updates. The
familiarisation programme aims to enable the Independent Directors to understand their
roles, rights, responsibilities in the Company, procedures and policies, nature of the
industry in which the Company operates, its business in depth, etc. Board Members are
appraised on operations, strategic and future plans of the Company through Board/Committee
meetings for the convenience of the Directors.
The details of the Familiarisation Programmes imparted to the Independent Directors
during the year under review are also available on the website of the Company at
https://www. imagicaaworld.com/corporate-governance/#Policies
REMUNERATION POLICY AND CRITERIA FOR DETERMINING THE ATTRIBUTES, QUALIFICATION,
INDEPENDENCE AND APPOINTMENT OF DIRECTORS
The Board has formulated a Policy on Nomination and Remuneration of Directors, Key
Managerial Personnel ("KMP") and Senior Management Personnel ("SMP")
of the Company. The Nomination and Remuneration Policy is framed mainly to deal with the
following matters:
i. To provide processes which enable the identification of individuals who are
qualified to become Directors, Key Managerial Personnels and employees at Senior
Management level and recommend their appointment to the Board;
ii. To devise a policy on Board diversity and succession plan
for the Board, KMPs and SMPs;
iii. To formulate the criteria for determining qualifications, positive attributes of
independence of Directors and to frame evaluation criteria of the Board, its Committees
and individual Directors;
iv. Remuneration programme designed to ensure that remuneration is reasonable to
attract, retain and reward executives of the Company who will contribute to the long term
success of the Company based on their performance;
v. Determine remuneration of members of the Board, KMPs and SMPs of the Company and
maintaining a balance between fixed and incentive pay reflecting short and long term
performance objectives appropriate to the working of the Company.
The Nomination and Remuneration Policy of the Company is available on the website of
Company at https://www. imagicaaworld.com/investor docs/Nomination%20and%20
Remuneration%20Policy.pdf
BOARD MEETINGS
During the financial year 2022-23, the Board met eight (8) times i.e. May 11, 2022, May
25, 2022, June 22, 2022, July 22,
2022, October 6, 2022, October 7, 2022 (adjourned meeting of October 6, 2022), November
9, 2022 and February 8,
2023. Details of Board Meetings held and the attendance of Directors are given in the
Corporate Governance Report which forms part of this Annual Report.
COMMITTEES OF THE BOARD
The Board has following committees in compliance with the requirements of the Act and
SEBI Listing Regulations:
i Audit Committee,
ii Nomination and Remuneration Committee,
iii Corporate Social Responsibility Committee,
iv Risk Management Committee, and
v Stakeholders Relationship Committee
Details of composition of the statutory committees, number of meetings held and
attendance of the committee members thereof are given in the Corporate Governance Report
which forms part of this Annual Report.
All recommendations of the Audit Committee have been accepted by the Board.
The Board has constituted ESOS Allotment Committee for
decision relating to allotment of equity shares to eligible employees upon exercise of
options from time to time, in accordance with Imagicaaworld Employee Stock Option Scheme
2020. The details of the ESOS Allotment Committee are given in the Corporate Governance
Report which forms part of this Annual Report.
AUDITORS AND AUDITORS REPORT
Statutory Auditors
M/s. V. Sankar Aiyar & Co. (Firm Registration No.: 109208W) were appointed as
Statutory Auditors of the Company at the Eleventh Annual General Meeting of the Company to
hold office for a period of four years i.e. from the conclusion of the Eleventh Annual
General Meeting until the conclusion of the Fifteenth Annual General Meeting of the
Company.
The Statutory Auditors Report on the financial statements of the Company for the year
ended March 31, 2023, which forms part of this Annual Report, does not contain any
qualification, reservation or adverse remark and no frauds were reported by the Auditors
under Section 143(3) of the Act.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Aabid
& Co., Practising Company Secretaries to undertake the Secretarial Audit of the
Company for the financial year 2022-23. The Report of the Secretarial Audit in Form MR-3
for the financial year 2022-23 is given in Annexure A to this Report. The said Secretarial
Audit Report does not contain any qualifications, reservations or adverse remarks and no
frauds were reported by the Secretarial Auditors to the Company under Section 143(3) of
the Act.
REQUIREMENTS FOR MAINTENANCE OF COST RECORDS
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Act are not applicable for the business activities
carried out by the Company.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Particulars of the loans given, guarantees provided and investments made by the Company
pursuant to Section 186 of the Act for the year March 31, 2023 are provided in the Notes
to the financial statements forming part of this Annual Report.
RELATED PARTY TRANSACTIONS
During the year under review, all related party transactions
entered into by the Company, were approved by the Audit Committee and were at arms
length and in the ordinary course of business. Hence, disclosure of particulars of
contracts/arrangements entered into by the Company with related parties in Form AOC-2 is
not applicable for the year under review. There were no materially significant related
party transactions during the year which may have a potential conflict with the interest
of the Company at large.
Details of related party transactions entered into by the Company are disclosed in the
notes forming part of the financial statements.
The policy on related party transactions is available on the Companys website at
https://www.imagicaaworld.com/ investor docs/Related%20Partv%20Transaction%20Policv.pdf
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has adequate internal control procedures which are commensurate with its
size and nature of business. The business control procedures ensure efficient use and
protection of Companys resources and compliance with policies, procedures and statutory
requirements. Internal auditors are appointed to carry audit assignments and to
periodically review the transactions across the divisions and evaluate effectiveness of
internal control systems. A detailed note on Internal Financial Controls is included in
the Management Discussion and Analysis section.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the
Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure B to
this Report.
PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors and employees as required
under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure C to this Report.
Please note that the Company has not employed any employee(s) for whom details are
required to be disclosed under provision of Section 197(12) of the Act and Rule 5(2) &
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
HUMAN RESOURCES
The Company regards human resources as a valuable asset. The Company encourages a
performance driven culture and enables the employees with focused training at regular
intervals. Further, the training needs at all divisions are periodically assessed and
training programmes are conducted using internal resources and/or engaging external
facilitators and trainers.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has always believed in providing a safe and harassment free workplace for
every individual working in the Companys premises through various interventions and
practices. The Company always endeavours to create and provide an environment that is free
from discrimination and harassment including sexual harassment.
The Policy on Prevention of Sexual Harassment at Workplace has been formulated by the
Company. The Policy aims to develop a harmonious and productive working environment free
from sexual harassment. This Policy is applicable to all employees (permanent,
contractual, temporary, trainees). The Company has complied with the provisions relating
to the constitution of Internal Complaints Committee under the Sexual Harassment of Women
at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company ensures
that all allegations of sexual harassment were investigated and dealt with appropriately
in accordance with the procedures prescribed under the Policy on Prevention of Sexual
Harassment at Workplace. During the year under review, no complaints of any nature were
received under Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
EMPLOYEE STOCK OPTION SCHEME
The Company has an Employee Stock Option Scheme viz., Imagicaaworld Employee Stock
Option Scheme 2020 ("Scheme") and the same is in line with the provisions of
SEBI (Share Based Employee Benefits) Regulations, 2014.
During the year under review, the Company has allotted 26,27,171 fully paid up equity
shares under Imagicaaworld Employee Stock Option Scheme 2020.
The disclosures required to be made under SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 are made available on the website of the Company under https://www.imagicaaworld.com/financials/
The certificate under the said regulations shall be made available for
inspection in accordance with statutory requirement.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Board established and adopted a Vigil Mechanism/ Whistle Blower Mechanism that
enables the Directors and Employees to report genuine concerns about unethical behaviour,
actual or suspected fraud or violation of the Code of Conduct of the Company and to report
unprofessional misconduct without fear of reprisal. The Vigil Mechanism provides for (a)
adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b)
direct access to the Chairperson of the Audit Committee of the Board of Directors of the
Company in appropriate or exceptional cases. No person has been denied access to the Audit
Committee of the Board.
Details of the Vigil Mechanism are made available on the Companys website
https://www.imagicaaworld.com/investor
docs/Vigil%20Mechanism%20or%20Whistle%20Blower%20 Policy.pdf
RISK MANAGEMENT
The Board of Directors has constituted Risk Management Committee to assist the Board
with regard to the identification, evaluation and mitigation of operational, strategic and
external risks. Risk Management Committee works towards identifying internal and external
risks and implementing risk mitigation steps. Status updates are provided to the Board of
Directors of the Company on quarterly basis. More information on risks and threats has
been disclosed in the section "Management Discussion and Analysis" which forms
part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
During the year under review, Section 135 of the was not applicable to the Company.
Hence, the annual report on Corporate Social Responsibility is not provided in this
Report.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of Regulation 34 and Schedule V of the SEBI Listing Regulations, Management
Discussion and Analysis Report forms part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In terms of Regulation 34 of the SEBI Listing Regulations read with relevant SEBI
Circulars, reporting requirements on ESG parameters prescribed under Business
Responsibility and Sustainability Report ("BRSR") is applicable to the Company.
Accordingly, for the financial year ended March 31, 2023, the Company has prepared the
BRSR which forms part of this Annual Report.
CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a
separate section on corporate governance practices followed by the Company, together with
a certificate from the Practicing Company Secretary confirming compliance with the
conditions of Corporate Governance forms part of this Annual Report.
ANNUAL RETURN
The Annual Return as required under Section 92 and Section 134 of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the
website of the Company i.e. www.imagicaaworld.com under "Investor
Relations" tab.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments, affecting the financial position
of the Company which occurred between the end of the financial year to which the financial
statements relate and the date of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS
During the year under review, no significant and material orders impacting the going
concern status and the Companys operations in future have been passed by any Regulator or
Court or Tribunal.
COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards issued by Institute of Company
Secretaries of India on Meeting of Board of Directors and General Meetings.
OTHER DISCLOSURES
During the financial year under review:
- The Company has not issued any equity shares with differential rights as to dividend,
voting or otherwise.
- There has been no change in the nature of business of the Company as on the date of
this Report.
- There are no applications made or any proceedings pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) against the Company as at March 31, 2023.
- The Company has not entered into one-time settlement with any banks or financial
institutions.
ACKNOWLEDGEMENTS
The Directors would like to express their sincere appreciation for the continued
co-operation and assistance received from shareholders, customers, vendors, bankers,
financial institutions, regulatory bodies and other business constituents during the year
under review. The Directors also wish to place on record their sincere appreciation for
the hard-work, solidarity and commitment of each and every executives, officers and staff
of the Company during the financial year.
For and on behalf of the Board of Directors
|
Rajesh Malpani |
Place: Sangamner |
Chairman |
Date: May 26, 2023 |
DIN:01596468 |
+91-9892691696
