Cineline India Limited
(Formerly known as Cinemax Properties Limited)
Your Directors are pleased to present the Twelfth Annual Report, to the members, on the business and operations of your Company together with Audited Accounts for the financial year 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|
|Profit before Interest, Depreciation|
|Interest & Financial Charges||661.09||338.17|
|Profit/(loss) before exceptional|
|items and taxes||462.03||590.12|
|Exceptional Items/ Extraordinary|
|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|
|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. 1604.26 Lacs.
Profit after tax for the year under review stood at Rs. 310.58 Lacs.
With a view to conserve the resources for future operations, your directors have thought it prudent not to recommend dividend on equity shares for the financial year 2013-14.
III. HUMAN CAPITAL
Your Company recognises that "Human Capital" is its principal asset and values 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 the industry. Your Company is professionally managed with key management personnel having relatively long tenure with the
Company. The Company encourages and facilitates long term career through carefully designed management development and performance management systems.
IV. INFORMATION TECHNOLOGY
The existing system will be able to cater to your Company's future growth at reasonable incremental costs. The modular nature of the system supports efficiency in operations coupled with strong systems and operational controls. The system is robust to cater to efficient customer service and support marketing initiatives.
V. COMMUNICATION AND PUBLIC RELATIONS
Your Company has, on a continuous basis, endeavored to increase awareness among its Shareholders and in the market place about the Company's strategy, new developments and financial performance. Financial results, important developments and achievements are regularly released to the press, media and uploaded on our website.
Parallely, internal communication and brand building within the organization is being given further impetus.
VI. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report covering a wide range of issues relating to 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 Listing Agreement forms Annexure-B to this report.
The Statutory Auditors of your Company have examined the Company's compliance and have certified the same as required under the listing agreement. The certificate is reproduced as Annexure-C to this report.
VIII. CHAIRMAN AND CHIEF FINANCIAL OFFICER
Chairman and Chief Financial Officer Certification as required under clause 49 of the Listing Agreement, and Chairman's Declaration about code of conduct are furnished in Annexure-D to this report.
The auditors M/s. Walker Chandiok & Co. LLP (Formerly known as Walker Chandiok & Co.), Chartered Accountants, who are the Statutory Auditors of the Company, hold office till the conclusion of the forthcoming Annual General Meeting (AGM) and have confirmed their eligibility and willingness to accept office, if re-appointed.
Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. Walker Chandiok & Co. LLP as statutory auditors of the Company from the conclusion of this AGM till the conclusion of the Sixteenth AGM of the
Company to be held in the year 2018 (subject to ratification of their appointment of every 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 limited liability 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 of Chartered Accountants, being an auditor in a Company under the Companies Act, 1956, is converted into an LLP, then such an LLP would be deemed to be the auditor of the said Company. 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 the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. Having regards to the provision of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the 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, no amount of principal or interest was outstanding as on the Balance sheet date.
C) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
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 of Directors) Rules,1988 in relation to Conservation of Energy, Technology Absorption and Research and Development are currently not applicable to the Company.
The Company has made foreign exchange outgo towards traveling and marketing amounting to Rs. Nil and import of Capital Goods amounting to Rs. Nil (Corresponding figures for previous year are Rs. Nil and Rs. Nil Lacs respectively).
The Company had, pursuant to the provisions of Clause 49 of the Listing Agreements entered 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 from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors.
In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.
Mr. Sanjay Sanghvi, Director, retires by rotation and being eligible has offered himself 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 the Ministry of Corporate Affairs to enable electronic delivery of notices / documents and annual 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 the information and documents made available to them, confirm that:
i) In the preparation of annual accounts for year ending 31st March 2014, the applicable accounting standards have been followed. There are no material departures in the adoption and application of the accounting standards.
ii) They 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 your Company at the end of the financial year and of the profit of your Company for that year;
iii) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;
iv) They have prepared the annual accounts on "going concern" basis.
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 the Government of India, various regulatory authorities and agencies for their support and looks forward to their continued encouragement. Your Directors are deeply touched by the efforts, sincerity and loyalty displayed by the employees without whom the growth was unattainable. You Directors wish to thank the investors and shareholders for placing immense faith in them and the plans designed for growth of your Company. Your Directors seek and look forward to the same support in future and hope that they can continue to satisfy 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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Rasesh B Kanakia , Chairman
Himanshu B Kanakia , Managing Director
Kranti Sinha , Director
Utpal Sheth , Director
Company Head Office / Quarters:
215 Atrium 10th Flr J B Nagar,
Andheri Kurla Road Andheri(E),
Phone : Maharashtra-91-22-67266666/7777 / Maharashtra-
Fax : Maharashtra-91-22-66937777 / Maharashtra-
E-mail : email@example.com
Web : http://www.cineline.co.in