Cineline India Ltd

BSE: 532807 | NSE: CINELINE | ISIN: INE704H01022 
Market Cap: [Rs.Cr.] 34.02 | Face Value: [Rs.] 5
Industry: Entertainment / Electronic Media Software

Director's Report
DIRECTORS' REPORT

To,

The Members,

Cineline India Limited

(Formerly known as Cinemax Properties Limited)

Dear Shareholders,

Your Directors are pleased to present the Twelfth Annual Report, to the members, on thebusiness and operations of your Company together with Audited Accounts for the financialyear ended March 31, 2014.

I. FINANCIAL OVERVIEW

The financial results for the year ended March 31, 2014 are as follows:

(Rs. In Lacs)

For the year ended March 31 2014 2013
Gross Income 2270.98 1899.56
Profit before Interest, Depreciation
and tax 1604.26 1344.92
Interest & Financial Charges 661.09 338.17
Depreciation/ Amortisation 481.14 416.00
Profit/(loss) before exceptional
items and taxes 462.03 590.12
Exceptional Items/ Extraordinary
Items 0.00 56.63
Profit/(loss) before tax 462.03 533.49
Provision for Tax (including
Deferred & Fringe Benefit Tax) 151.45 149.12
Profit/(loss) after Tax 310.58 384.37
Profit brought forward from
previous year 2032.36 1647.99
Amount available for Appropriation 2342.94 2032.36

REVIEW OF FINANCIALS

During the year under review, the Gross Income increased from Rs. 1899.56 Lacs to Rs.2270.98 Lacs.

The Profit before Interest, Depreciation and Tax (PBIDT) during the year is Rs. 1604.26Lacs.

Profit after tax for the year under review stood at Rs. 310.58 Lacs.

II. DIVIDEND

With a view to conserve the resources for future operations, your directors havethought it prudent not to recommend dividend on equity shares for the financial year2013-14.

III. HUMAN CAPITAL

Your Company recognises that "Human Capital" is its principal asset andvalues it highly. Human capital has been one of the key pillars of the Company's success.The Company has been able to attract, grow and retain some of the best talent in theindustry. Your Company is professionally managed with key management personnel havingrelatively long tenure with the

Company. The Company encourages and facilitates long term career through carefullydesigned management development and performance management systems.

IV. INFORMATION TECHNOLOGY

The existing system will be able to cater to your Company's future growth at reasonableincremental costs. The modular nature of the system supports efficiency in operationscoupled with strong systems and operational controls. The system is robust to cater toefficient customer service and support marketing initiatives.

V. COMMUNICATION AND PUBLIC RELATIONS

Your Company has, on a continuous basis, endeavored to increase awareness among itsShareholders and in the market place about the Company's strategy, new developments andfinancial performance. Financial results, important developments and achievements areregularly released to the press, media and uploaded on our website.

Parallely, internal communication and brand building within the organization is beinggiven further impetus.

VI. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report covering a wide range of issues relatingto Performance, outlook etc., is annexed as Annexure-A to this report.

VII. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of the Corporate Governance.The detailed report on Corporate Governance as stipulated under Clause 49 of the ListingAgreement forms Annexure-B to this report.

The Statutory Auditors of your Company have examined the Company's compliance and havecertified the same as required under the listing agreement. The certificate is reproducedas Annexure-C to this report.

VIII. CHAIRMAN AND CHIEF FINANCIAL OFFICER

CERTIFICATION

Chairman and Chief Financial Officer Certification as required under clause 49 of theListing Agreement, and Chairman's Declaration about code of conduct are furnished inAnnexure-D to this report.

IX. AUDITORS

The auditors M/s. Walker Chandiok & Co. LLP (Formerly known as Walker Chandiok& Co.), Chartered Accountants, who are the Statutory Auditors of the Company, holdoffice till the conclusion of the forthcoming Annual General Meeting (AGM) and haveconfirmed their eligibility and willingness to accept office, if re-appointed.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rulesframed thereunder, it is proposed to appoint M/s. Walker Chandiok & Co. LLP asstatutory auditors of the Company from the conclusion of this AGM till the conclusion ofthe Sixteenth AGM of the

Company to be held in the year 2018 (subject to ratification of their appointment ofevery AGM).

During the year, the Company had received intimation from M/s. Walker Chandiok &Co. LLP stating that M/s. Walker Chandiok & Co. LLP had been converted into a limitedliability partnership (LLP) under the provisions of the Limited Liability Partnership Act,2008 with effect from March 25, 2014. In terms of Ministry of Corporate Affairs,Government of India, General Circular No. 9/2013 dated April 30, 2013, if a firm ofChartered Accountants, being an auditor in a Company under the Companies Act, 1956, isconverted into an LLP, then such an LLP would be deemed to be the auditor of the saidCompany. The Board of Directors of the Company has taken due note of this change.Accordingly, the audit of the Company for financial year 2013-14 was conducted by M/s.Walker Chandiok & Co. LLP.

X. STATUTORY INFORMATION

A) Employees Particulars

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with theCompanies (Particulars of Employees) Rules, 1975 as amended, the names and otherparticulars of the employees are set out in the annexure to the Directors' Report. Havingregards to the provision of Section 219(1)(b)(iv) of the said Act, the Annual Reportexcluding the aforesaid information is being sent to all the members of the Company andothers entitled thereto. Any member interested in obtaining such particulars may write tothe Company Secretary at the registered office of the Company.

B) Fixed Deposits

Your Company has not accepted any fixed deposits from the public and, as such, noamount of principal or interest was outstanding as on the Balance sheet date.

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

Information required to be provided under Section 217 (1) (e) of the Companies Act,1956 read with the Companies (Disclosures of Particulars in the report of the Board ofDirectors) Rules,1988 in relation to Conservation of Energy, Technology Absorption andResearch and Development are currently not applicable to the Company.

The Company has made foreign exchange outgo towards traveling and marketing amountingto Rs. Nil and import of Capital Goods amounting to Rs. Nil (Corresponding figures forprevious year are Rs. Nil and Rs. Nil Lacs respectively).

XI. DIRECTORS

The Company had, pursuant to the provisions of Clause 49 of the Listing Agreementsentered into with Stock Exchanges, appointed Mr. Kranti Sinha, Mr. Utpal Sheth, and Mr.Sivaramakrishnan Iyer as Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect fromApril 1, 2014, every listed public company is required to have at least one-third of thetotal number of directors as Independent Directors.

In accordance with the provisions of section 149 of the Act, these Directors are beingappointed as Independent Directors to hold office as per their tenure of appointmentmentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

Mr. Sanjay Sanghvi, Director, retires by rotation and being eligible has offeredhimself for re-appointment.

XII. IMPLEMENTATION OF CIRCULAR ISSUED BY

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

The Company has implemented the "Green Initiative" as per Circular No.17/2011 dated April, 2011 and Circular No. 18/2011 dated April 29, 2011 issued by theMinistry of Corporate Affairs to enable electronic delivery of notices / documents andannual reports to shareholders giving consent for the same.

XIII. DIRECTORS' RESPONISIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 your Directors, based on theinformation and documents made available to them, confirm that:

i) In the preparation of annual accounts for year ending 31st March 2014, theapplicable accounting standards have been followed. There are no material departures inthe adoption and application of the accounting standards.

ii) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of your Company at the end of the financial year and of the profitof your Company for that year;

iii) They have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act, 1956 for safeguarding the assets of your Company and forpreventing and detecting fraud and other irregularities;

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

ACKNOWLEDGMENTS

Your Board takes this opportunity to thank the Licensee, vendors, business partners,shareholders and bankers for the faith reposed in the Company and also thank theGovernment of India, various regulatory authorities and agencies for their support andlooks forward to their continued encouragement. Your Directors are deeply touched by theefforts, sincerity and loyalty displayed by the employees without whom the growth wasunattainable. You Directors wish to thank the investors and shareholders for placingimmense faith in them and the plans designed for growth of your Company. Your Directorsseek and look forward to the same support in future and hope that they can continue tosatisfy you in the years to come.

For and on behalf of the Board of Directors
Place: Mumbai Rasesh B. Kanakia
Date : May 26, 2014 Chairman

 

   
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Key Information

Key Executives:

Rasesh B Kanakia , Chairman

Himanshu B Kanakia , Managing Director

Sanjay Sanghavi , Director

Kranti Sinha , Director


Company Head Office / Quarters:

215 Atrium 10th Flr J B Nagar,
Andheri Kurla Road Andheri(E),
Mumbai,
Maharashtra-400059
Phone : Maharashtra-91-22-67266666/7777 / Maharashtra-
Fax : Maharashtra-91-22-66937777 / Maharashtra-
E-mail : investor@cineline.co
Web : http://www.cineline.co.in

Registrars:


 
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