Cinevista Ltd Directors Report.

TO THE MEMBERS

Your Directors have pleasure in submitting the Twenty Second Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2019.

1. FINANCIAL RESULTS

standalone

2018-19 2017-18
Income from Operations 4059.29 2121.92
Operating Expenditure 3590.37 3247.65
Depreciation and Amortisation 104.54 130.73
Operating Profit 364.38 (1256.46)
Other Income 21.80 1468.55
Profit before Finance Costs 386.18 219.09
Finance Costs 475.26 431.36
Profit after Finance Costs but before Tax (89.08) (219.27)
Tax Expenses 1.51 2.32
Net Profit / Loss After Tax (90.59) (221.59)

Financial and Operational Review:

The Company has earned a gross income of Rs. 4059.29 lakh for the financial year 2018-19, as compared to Rs. 2121.92 lakh in the previous year, recording a increase of Rs 1937.37 lakh.

The Company has incurred the net losses of Rs. 90.59 lakh for the year as compared to net losses of Rs. 221.59 lakh in the previous year.

Interest expenditure for the year under review has marginally increased by Rs. 43.9 lakh as compared to the previous year. Depreciation during the year has recorded a marginal decrease by Rs. 26.19 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 Companys paid up capital is Rs. 11,48,72,950 with accumulated Reserves & Surplus of Rs.24,54,38,177.19/-

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

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. 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.

4. TRANSFER TO RESERVES

The amounts decreased in the reserves during the year on account of the losses are Rs.9059077.60 as compared to the previous year decrease on account of losses Rs. 22,158,726.60

5. DIVIDEND

On account of heavy losses, Your Directors do not propose any dividend for the year ended 31st March, 2019.

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. FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31,2019 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended March 31,2019. The Notes to the Financial Statements adequately cover the standalone and consolidated Audited Statements and form an integral part of this Report.

9. BOARD OF DIRECTORS

The Board of Directors on recommendation of the Nomination and Remuneration Committee appointed Mrs. Jyoti Motwani as an Additional Director with effect from March 7, 2019. In terms of Section 161 of the Act, Mrs. Jyoti Motwani holds office up to the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Mrs. Jyoti Motwanis name for the office of Director. Accordingly, the Board recommends the resolution in relation to appointment of Mrs. Jyoti Motwani as a Non-executive Non Independent Director, for the approval by the members of the Company.

The Board of Directors on recommendation of the Nomination and Remuneration Committee recomends the resolution is relation to the appointment of Mrs. Sulochana Talreja, Mrs. Renu Anand and Mr. Niranjan Shivdasani as Independent Non Executive Directors for second term of five years commencing from 1st April, 2019 to 31st March, 2024, not liable to rotation for the approval by the members of the company.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Companys Code of Business Conduct & Ethics.

The Board seeks the approval of the members relation to Mr. Niranjan Shivdasani and Mrs. Jyoti Motwani, who has attained the age of 75 (Seventy five) for continuity of their present term in terms of Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 pursuant to their appointment in ensuring AGM.

Mr. Talat Aziz resigned as Non-Executive Director of the Board effective from March 7, 2019 to pursue other interests and commitments. The Board places on record its deep appreciation for the services rendered by Mr. Talat Aziz during his tenure as Director of the Company.

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 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.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the Financial Year 2018-19 forms part of the Corporate Governance Report.

COMMITTEES OF THE BOARD

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Share Transfer Committee.

5. Risk Management Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

10. 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 Companys website www.cinevistaas.com.

11. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no material significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. The Company has taken necessary approval from shareholders & Audit Committee for all related parties transactions. The details of the same are 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 - 2 are annexed herewith as an ‘Annexure - A.

12. 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 Companys 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.

13. 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.

14. 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 2018-19.

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.

15. 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 31,2019, The said certificate forms an integral part of the Annual Report.

16. DIRECTORS RESPONSIBILITY 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.

17. subsidiaries

The Wholly Owned Subsidiary in U.S.- Video Vista, Inc has been liquidated on 12th December, 2018. The Company has complied with necessary reporting requirements under Automatic Route of Overseas Direct Investment Regulations of Foreign Exchange Management Act (FEMA) and is awaiting taking on record of the said disinvestment by liquidation by Reserve Bank of India.

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 ‘Annexure B to the Boards 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.

18. 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.

19. AUDITORS

The appointment of M/s Chaturvedi & Patel, Chartered Accountants (Firm Reg No: 121351 W), as the Statutory Auditors of the Company, in place of M/s Sarath & Associates (Firm Registration No: 5120 S) whose term ends at the conclusion of the forthcoming Annual General Meeting of the Company pursuant to Section 139(2) of Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014.

The appointment of M/s Chaturvedi & Patel, Chartered Accountants (Firm Reg No: 121351 W) is for the period of five years, subject to the approval of the shareholders at the forthcoming Annual General Meeting. As required under Section 139 of the Companies Act, 2013, the Company has received a written consent from M/s Chaturvedi & Patel, Chartered Accountants (Firm Reg No: 121351 W) for such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made thereunder.

Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from May 7, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute. Hence the resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being sought.

With reference to point 3(c) of the Annexure A of the Standalone Independent Auditors Report, the Company has demanded the amount outstanding from the companies, firms or other parties listed in register maintained under Section 189 of the Act. However, such companies being nonoperational & with no running business, 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.

The Statutory Audit Report for the year 2018-19 does not contain any qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors.

REPORTING OF FRAUDS

There was no instance of fraud during the year under reivew, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

20. 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 2018-19 as issued by him in the prescribed form MR-3 is annexed herewith as ‘Annexure C to 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, we would like to clarify that the Company has already adopted the Code of Practices & Procedures for Fair Disclosure of unpublished Price Sensitive information in its Board Meeting dated 13th August, 2019 and intimated the same to the Stock Exchange & is also available on the Companys website www.cinevistaas.com.

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.

21. 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 1 July 2015. The said standards were amended with effect from 1 October 2017.

The Company is in compliance with the same.

22. 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 D forming part of this report.

23. BUSINESS RISK MANAGEMENT

Risk management is embedded in your Companys operating framework. Your Company believes that managing risks helps in maximizing returns. The Companys approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. Pursuant to section 134 (3) (n) of the Companies Act, 2013 & the Listing Regulations, the company has constituted a 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.

24. 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 Companys 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.

25. 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 behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The Company has framed Whistle Blower Policy and the same is uploaded at the website of the Company.

26. NOMINATION AND REMUNERATION POLICY

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

27. ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

28. 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) Act, 2013.

29. 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. 4.40 Lacs as compared to the previous year which amount to Rs. 1.43 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(12) read with rule 5(1) 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.

30. CAUTIONARY STATEMENT

Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on the reasonable assumption, the actual results might differ.

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, 2019 Chairman