inox leisure ltd Directors report

<dhhead>Board’s Report</dhhead>

To the Members of

 

INOX Leisure Limited

Your Directors take pleasure in presenting to you their Twenty-third Annual Report together with the Audited Financial Statements for the Financial Year ended 31^st March, 2022.

 

1. FINANCIAL RESULTS

( H in Lakhs)

	Consolidated		Standalone
Particulars	2021-22	2020-21	2021-22	2020-21
Income
Revenue from operations	67,787.34	9,874.56	67,787.34	9,874.56
Other operating Income	606.47	718.57	606.47	718.57
Total Income from Operations	68,393.81	10,593.13	68,393.81	10,593.13
Less: Total Expenses	76,109.26	33,936.88	76,097.91	33,935.24
Profit/Loss from operations before Other Income and	(7,715.45)	(23,343.75)	(7,704.10)	(23,342.11)
Finance Cost and Exceptional Items
Add: Other Income	2,183.53	4,226.38	2,181.80	4.223.88
Profit/ Loss from operations after Other Income and	(5,531.92)	(19,117.37)	(5,522.30)	(19,118.23)
before Finance Cost and Exceptional Items
Less: Finance Costs	25,799.20	25,109.82	25,799.20	25,109.82
Profit/ Loss before exceptional items and tax	(31,331.12)	(44,227.19)	(31,321.50)	(44,228.05)
Add/(Less): Exceptional items	-	408.11	-	408.11
Profit/Loss from ordinary activity before Taxation	(31,331.12)	(44,635.30)	(31,321.50)	(44,636.16)
Tax Expense:
Current tax	-	-	-	-
Deferred tax	(7,798.93)	(10,689.76)	(7,798.93)	(10,689.76)
Taxation pertaining to earlier years	411.11	(180.05)	411.11	(180.72)
Net Profit/ Loss for the year	(23,943.30)	(33,765.49)	(23,933.68)	(33,765.68)
Profit/Loss for the year attributable to:
Equity holders of the Parent	(23,943.30)	(33,765.48)	-	-
Non-controlling interests	-*	(0.01)	-	-
	(23,943.30)	(33,765.49)	-	-
Other Comprehensive Income
A) Items that will not be reclassified to Profit & Loss
(i) Remeasurement of the defined benefit plans	125.77	170.40	125.77	170.40
(ii) Tax on above	(31.65)	(42.89)	(31.65)	(42.89)
Total Other Comprehensive Income	94.12	127.51	94.12	127.51
Total Comprehensive Income for the year comprising	(23,849.18)	(33,637.98)	(23,839.56)	(33,638.17)
Profit/(Loss) & Other Comprehensive Income
Profit/(Loss) brought forward from earlier year/s	(24,983.79)	8,654.18	(25,482.27)	8,155.90
On account of change in non-controlling interest	(0.39)	-	-	-
Balance Carried forward to Balance Sheet	(48,833.36)	(24,983.79 )	(49,321.83)	(25,482.27)

 

* Amount less then H 0.01 Lakhs

During the year under review, 8 Multiplex Cinema Theatres with 32 screens were added. Accordingly, the Multiplex Cinema Theatres of your Company stands at 160 Multiplexes with 675 screens and 1,52,173 seats across India as on 31^st March, 2022.

Detailed analysis of the Financial Performance of the Company has been given in the Management Discussion and Analysis annexed to this Report.

 

2. CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and applicable provisions of the Companies Act, 2013 ("the Act") read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the Financial Year 2021-22, have been prepared in compliance with applicable Accounting Standards and on the basis of Audited Financial Statements of the Company and its subsidiary company, as approved by the respective Board of Directors.

The Consolidated Financial Statements together with the Auditors’ Report form part of this Annual Report.

The Audited Standalone and Consolidated Financial Statements for the Financial Year 2021-22 shall be laid before the Annual General Meeting for approval of the Members of the Company.

 

3. DIVIDEND

With a view to conserve resources for future operations and growth, the Board has not recommended any dividend for Financial Year 2021-22.

In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a ‘Dividend Distribution Policy’ and details of the same have been uploaded on the Company’s website https://www. inoxmovies.com/Corporate.aspx?Section=3.

 

Unclaimed Dividend:

The Board of Directors at their meeting held on 23^rd October, 2019, had declared interim dividend of H 1/- per Equity Share of H 10/- each for the Financial

Year 2019-20. The interim dividend was paid to the shareholders holding shares as on Record Date i.e. 5^th November, 2019.

Pursuant to provisions of Section 124 of the Companies Act, 2013 ("Act"), the total amount of interim dividend which remained unpaid or unclaimed were transferred to the Company’s separate bank account opened in the name of "Unpaid Dividend Account 2019-20 INOX Leisure Limited", on 25^th November, 2019.

As on 31^st March, 2022, an amount of H 1,44,421/- remained unclaimed in the Unpaid Dividend Account of the Company.

Members who have not claimed the dividend for FY 2019-20, are advised to write to the Nodal Officer of the Company at vishav.sethi@inoxmovies.com.

 

Investor Education and Protection Fund:

During the year under review, the Company in compliance with section 124 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, has transferred 7526 Equity Shares to the Investor Education and Protection Fund Authority.

 

4. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to General Reserves.

 

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Mr. Vivek Kumar Jain (00029968), who retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders’ approval for his re-appointment along with other required details forms part of the Notice of Annual General Meeting.

During the year under review, there were no changes in the KMP of the Company. The Board of Directors of the Company at its meeting held on 2^nd May, 2022 has appointed Mr. Vishav Sethi as a Company Secretary and Compliance Officer w.e.f 3^rd May, 2022 in place of Mr. Parthasarathy Iyengar, who has resigned w.e.f close of working hours on 2^nd May, 2022.

 

6. MAJOR EVENTS/MATERIAL CHANGES OCCURRED DURING THE YEAR AND TILL THE DATE OF THIS REPORT

COVID-19 Impact:

Due to the COVID-19 pandemic, the cinema exhibition sector continued to be either under complete or partial lockdown or operated under numerous restrictions, which adversely impacted the cinema exhibition industry and consequently the business activities of the Company were affected during the year under review. July 2021 onwards, various State Governments started easing the lockdown norms, which allowed the cinema exhibition sector to resume operations, slowly and gradually, while assigning topmost priority to guest health and safety. Subsequently, the industry started witnessing a healthy availability of fresh content in the form of new movies in Hindi, English and other regional languages, which led to a significant recovery and an improved financial performance towards the end of the financial year.

The Company has implemented various measures to ensure complete safety of its employees as well as customers, details of which are provided under the Management Discussion and Analysis Report forming part of this Annual Report.

 

Merger of INOX Leisure Limited with PVR

Limited:

The Board of Directors of the Company at its meeting held on 27^th March, 2022, approved a draft Scheme of Amalgamation of INOX Leisure Limited ("Company" or "Transferor Company") with PVR Limited ("Transferee Company") and their respective shareholders and creditors, under Sections 230 to 232 of the Companies Act, 2013 and other applicable laws including the rules and regulations ("the Scheme"). The Scheme is subject to the receipt of requisite approvals, including approvals from the respective jurisdictional Hon’ble National Company Law Tribunal (Hon’ble NCLT), SEBI, BSE Limited and the National Stock Exchange of India Limited and such other approvals, permissions, and sanctions of regulatory and other authorities as may be necessary. As per the Scheme, the appointed date for the amalgamation is the effective date of the Scheme, or such other date as may be mutually agreed by the Transferor Company and Transferee Company.

The Company has received observation letter with "no adverse observations" dated 20^th June, 2022 from BSE Limited and observation letter with "no objection" dated 21^st June, 2022 from National Stock Exchange of India Limited in relation to the Scheme of Amalgamation. The Company has filed necessary application with the Hon’ble NCLT, Mumbai.

 

Qualified Institutional Placement (QIP):

During the year under review, the ILL Committee of the Board of Directors for Operations ("Committee") at its meeting held on 11^th June, 2021, approved the issue and allotment of 96,77,419 Equity Shares to eligible qualified institutional buyers at an issue price of H 310 per Equity

Share (including a premium of H 300 per Equity Share), aggregating to approximately H 30,000 lakh. Further, please refer Note No. 47 to the Standalone Financial Statements of the Company for the details of utilisation of funds as specified under Regulations 32 (7A) of Listing Regulations.

Pursuant to the Regulation 32(1) of the Listing Regulations there is no deviation/ variation in the utilization of proceeds as mentioned in the objects stated in the placement document of Qualified Institutional Placement.

In terms of SEBI Circular No. CIR/CFD/CMD1/162/2019 dated 24^th December, 2019, the Company had submitted the Statement of Nil Deviation or Variation to the Stock Exchanges within prescribed time.

 

Merger of Shouri Properties Private Limited (SPPL), a wholly owned subsidiary with INOX

Leisure Limited:

At the meeting of the Board of Directors of the Company held on 21^st January, 2022, the Board has approved the draft Scheme of Amalgamation (Merger by Absorption) ("Scheme") under Sections 230 to 232 of the Companies Act, 2013 ("the Act") and relevant applicable sections of the act for amalgamation of SPPL with the INOX Leisure Limited subject to approval of the Scheme by the Shareholders, Creditors of the respective Companies (if required), Honble National Company Law Tribunal, Bench at Mumbai (NCLT Mumbai) and subject to approval of any other statutory authorities as may be required. Once sanctioned, the Scheme will be effective from the

Appointed Date i.e., 1^st February, 2022.

The NCLT Mumbai vide its order dated 6^th May, 2022 had dispensed with the requirement to hold the meeting of shareholders and creditors of both the companies. The Company has filed a petition with NCLT Mumbai for approval of the amalgamation of SPPL with Company.

 

7. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31^st March, 2022 is H 122,33,90,940/- comprising of

12,23,39,094 Equity Shares of H 10/- each. During the year under review, the Company has issued and allotted 96,77,419 Equity Shares pursuant to Qualified Institutional Placement.

 

8. NOMINATION & REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company is annexed to this report as Annexure- A. The Policy is also available on the website of the Company at https:// www.inoxmovies.com/Corporate.aspx?Section=3.

 

9. DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Section 149 (6) of the Act read with the Schedules and Rules issued thereunder as well as Regulation 16 of Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). There has been no change in the circumstances affecting their status as Independent Directors of the Company. Further, all Independent Directors of the Company have registered their names in the Independent Directors’ Data bank.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act.

 

10. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Details of Familiarisation Programme for Independent Directors is given in the Corporate Governance Report, which forms part of this Annual Report.

 

11. PERFORMANCE EVALUATION

Performance Evaluation forms containing criteria for evaluation of Board as a whole, Committees of the Board and individual Directors and Chairperson of the Company were sent to all the Directors with a request to provide their feedback to the Company on the Annual Performance Evaluation of Board as a whole,

Committees of Board, Individual Directors & Chairperson of the Company for the Financial Year 2021-22. Further, based on the feedback received by the Company, the Compensation, Nomination and Remuneration Committee ("CNR Committee") at its Meeting held on 2^nd March, 2022 had noted that Annual Performance of each of the Directors including Chairman is highly satisfactory and decided to continue the terms of appointment of all the Independent Directors of the Company.

 

12. MEETINGS OF THE BOARD

During the year under review, the Board met 6 (Six) times and details of Board Meetings held are given in the Corporate Governance Report. The intervening gap between the two Meetings were within the time limit prescribed under Section 173 of the Act read with Regulation 17 (2) of the Listing Regulations.

 

13. AUDIT COMMITTEE

The Composition of Audit Committee is disclosed in the Corporate Governance Report which forms part of this Annual Report.

The Board accepted all the recommendations made by Audit Committee during the year.

 

14. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm:

i. That in preparation of the Annual Accounts for the financial year ended 31^st March, 2022, the applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

ii. That such Accounting Policies have been selected and applied by 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 the Company at the end of the Financial Year and of the Profit and Loss of the Company for that period;

iii. That proper and sufficient care has been taken by them 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. That the Annual Accounts have been prepared by them on a going concern basis;

v. That they have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and vi. That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

 

15. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The Company has complied with the provisions of Section 186 of the Act in respect of investments made and guarantees provided. The Company has not given any loans, or provided any guarantee or security as specified under Section 185 of the Act and the Company has not provided any security as specified under Section 186 of the Act. Please refer to Note nos. 8, 9, 41 and 44 to the Standalone Financial Statements of the Company.

 

16. CONTRACTS AND ARRANGEMENTS WITH

RELATED PARTIES

All Contracts /Arrangements /Transactions entered by the Company during the year under review with Related Parties are approved by the Audit Committee and/or Board, as per the provisions of Section 188 of the Act read with the Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the Listing Regulations.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed on the Company’s Website at the link https://www.inoxmovies.com/Corporate. aspx?Section=3.

All transactions entered with Related Parties for the year under review were on arm’s length basis. Further, there are no material related party transactions during the year under review with any Related Party. Hence, disclosure in Form AOC-2 is not required to be annexed to this Report.

 

17. DEPOSITS

During the year under review, the Company has not accepted any deposits covered under Chapter V of the Act.

 

18. SUBSIDIARY COMPANY

Shouri Properties Private Limited

As on 31^st March, 2022, Shouri Properties Private Limited (SPPL) is a wholly owned subsidiary of the Company. SPPL is engaged in the business of operating a multiplex cinema theatre.

During the year under review, the Company has acquired the balance 0.71% shares in SPPL and accordingly, SPPL has become a wholly owned subsidiary of the Company with effect from 20^th January, 2022.

A separate statement containing the salient features of financial statements of subsidiary of the Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. In accordance with Section 136 of the Companies Act, 2013, the financial statements of the subsidiary company are available for inspection by the Members on the website of the Company. The financial statements including the consolidated financial statements, financial statements of subsidiary and all other documents required to be attached to this report have been uploaded on the website of the Company https:// www.inoxmovies.com/Corporate.aspx?Section=3

The Company has formulated a policy for determining material subsidiaries. The policy may be accessed on the website of the Company https://www.inoxmovies.com/ Corporate.aspx?Section=3

The Report on the highlights of performance and financial position of the Subsidiary of the Company in Form no. AOC-1 pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rule 5 of Companies (Accounts) Rules, 2014 along with the contribution of the Subsidiary Company to overall performance of the Company during the year in terms of Rule 8 of Companies (Accounts) Rules, 2014 is annexed to this Report as Annexure - B.

 

19. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls commensurate with its size and nature of its business. The Board has reviewed internal financial controls of the Company and the Audit Committee monitors the same in consultation with Internal Auditors of the Company and these are tested independently by M/s. Deloitte Touche Tohmatsu India LLP, Chartered Accountants, Internal Auditors of the Company.

 

20. INDEPENDENT AUDITOR’S REPORT

There are no reservations, qualifications or adverse remarks in the Independent Auditor’s Report. The notes forming part of the accounts are self-explanatory and do not call for any further clarifications under Section 134 (3)(f) of the Act.

 

21. INDEPENDENT AUDITORS

The Members of the Company, at their eighteenth Annual General Meeting (AGM) held on 28^th September, 2017 had appointed M/s. Kulkarni and Company, (Firm Registration No.: 140959W), Chartered Accountants, Pune as Independent Auditors of the Company from the conclusion of the eighteenth AGM till the conclusion of the twenty-third AGM of the Company. The first tenure of a period of five years of the Independent Auditors shall be completed on the conclusion of the ensuing AGM of the Company.

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Board of Directors on recommendation of the Audit Committee and subject to Shareholders’ approval, recommended the re-appointment of M/s. Kulkarni and Company, (Firm Registration No.: 140959W), Chartered Accountants, Pune as Statutory Auditors of the Company for a term of Five consecutive years, starting from the conclusion of ensuing 23^rd Annual General Meeting till the conclusion of 28^th Annual General Meeting of the Company at a remuneration (including reimbursement of actual out of pocket expenses) as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors.

Consent cum eligibility certificate has been received from M/s. Kulkarni and Company to the effect that their appointment as Independent Statutory Auditors of the Company, if appointed at ensuing Annual General Meeting, would be according to the terms and conditions prescribed under Section 139 of the Act and Rules framed there under. A resolution seeking their re-appointment forms part of the Notice convening the twenty-third Annual General Meeting and the same is recommended for your consideration and approval.

 

22. COST AUDITORS

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain cost records. Accordingly, the Company is not required to appoint the Cost Auditors for the Financial Year 2021 - 22.

 

23. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act read with Rule 9 of the

Companies (Appointment & Remuneration of Managerial

Personnel) Rules, 2014, the Company has appointed

M/s. Dhrumil M. Shah & Co., Practising Company

Secretaries to conduct Secretarial Audit of the Company. The Secretarial Audit Report given by M/s. Dhrumil M.

Shah & Co., Practising Company Secretaries in Form No.

MR-3 is annexed to this Report at Annexure - C.

There is no qualification in the Secretarial Audit Report submitted by M/s. Dhrumil M. Shah & Co., Practising

Company Secretaries to the Company.

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

 

24. DETAILS IN RESPECT OF FRAUDS REPORTED BY

AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors and Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or the Board of Directors under Section 143 (12) of the Act, including rules made thereunder.

 

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations is presented in a separate Section forming part of this Annual Report.

 

26. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 of the Listing Regulations, Corporate Governance Report and Auditor’s Certificate regarding compliance of conditions of Corporate Governance is annexed to this report.

In compliance with the requirements of Regulation

17 (8) of the Listing Regulations, a Certificate from the Chief Executive Officer and Chief Financial Officer of the Company was placed before the Board.

All the Board Members and Senior Management Personnel of the Company had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Chief Executive Officer is enclosed as a part of the Corporate Governance Report.

 

27. BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front forms an integral part of this report. The said report is available on the website of the Company at https://www.inoxmovies.com/Corporate.aspx?Section=3.

 

28. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return of the Company in Form MGT-7 as on 31^st March, 2022 can be accessed on the Company’s website at https://www.inoxmovies.com/Corporate. aspx?Section=3

 

29. CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

Information in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo pursuant to Section 134 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, in the manner prescribed is annexed to this Report at Annexure - D.

 

30. EMPLOYEE STOCK OPTION SCHEME

During the year under review, Compensation, Nomination and Remuneration Committee at its meeting held on 1^st June, 2021, has granted 1,47,500 Stock Options to the eligible employees of the Company under the

Employee Stock Option Scheme ("Scheme"). Further, 28,750 options were exercised by the eligible employees during the relevant year and shares were transferred to the respective accounts of the employees pursuant to the exercise of options under the Companys Scheme. There are no changes in the Scheme and the Scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

During the year ended 31^st March, 2006, the Company had issued 500,000 equity shares of H 10 each at a premium of

H 5 per share to INOX Leisure Limited - Employees’ Welfare Trust ("ESOP Trust") to be transferred to the employees of the Company under the scheme framed by the Company in this regard. Each share option converts into one equity share of the Company on exercise. The options are granted at an exercise price of H 15 per option. The option carry neither rights to dividends nor voting rights. The options granted are required to be exercised within a period of one year from the date of vesting of the respective options.

The disclosures as required under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 have been disclosed on the website of the Company and the same can be viewed at https://www.inoxmovies. com/ Corporate.aspx?Section=3.

A certificate from Secretarial Auditors, with respect to implementation of the Company’s Employee Stock Option Scheme will be placed at the ensuing AGM for inspection by the Members electronically.

 

31. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report at Annexure - E.

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company up to the date of the 23^rd Annual General Meeting.

 

32. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Committee of the Company comprises of Mr. Haigreve Khaitan, Independent Director, Mr. Pavan Kumar Jain and Mr.SiddharthJain,Non-ExecutiveDirectorsoftheCompany.

The CSR Policy of the Company is disclosed on the website of the Company which can be viewed at https://www. inoxmovies.com/Corporate.aspx?Section=3.

The report on CSR activities as per Companies (Corporate Social Responsibility) Rules, 2014 is annexed to this Report at Annexure - F.

 

33. INSURANCE

The Company’s property and assets have been adequately insured.

 

34. RISK MANAGEMENT

The Board of Directors of the Company at its Meeting held on 31^st October, 2017 have approved Enterprise Risk Management (ERM) of the Company which is derived from COSO ERM - Aligning Risk with Strategy and Performance 2016 (Draft) framework established by Committee of sponsoring organizations. ERM is "The culture, capabilities, and practices, integrated with strategy-setting and its execution, that organizations rely on to manage risk in creating, preserving, and realizing value". ERM ensures that all the current and future material risk exposures are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management. The Company has, therefore, adopted residual risk approach and the Board of Directors at its Meeting held on 2^nd May, 2022 have approved Enterprise Risk Register, Risk Reporting and its Monitoring system. In the Board’s view, there are no material risks, which may threaten the existence of the Company. For further details, please refer to the Management Discussion and Analysis Report annexed to this report.

 

35. VIGIL MECHANISM

The Company has established a vigil mechanism vide its Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the policy have been disclosed on the Company’s website at https://www.inoxmovies.com/ Corporate.aspx?Section=3.

 

36. INFORMATION UNDER THE SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)

ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at work place in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company has formed Internal Complaints Committee to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The following is the summary of sexual harassment complaints received and disposed off during the year 2021-22:

Number of complaints pending as on	01
1st April, 2021
Number of complaints received during the year	05
Number of complaints disposed off during the year	06
Number of complaints pending as on 31st March, 2022	Nil

 

37. CREDIT RATING

The details of Credit Rating(s) are disclosed in the Corporate Governance Report forming part of this Annual Report.

 

38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY

THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND

COMPANY’S OPERATIONS IN FUTURE

There are no orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

 

39. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of your Company during the financial year.

 

40. DETAILS OF APPLICATION MADE OR ANY

PROCEEDING PENDING UNDER THE INSOLVENCY

AND BANKRUPTCY CODE, 2016

During the period under review, the Company has not made any application or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

 

41. DETAILS OF DIFFERENCE BETWEEN AMOUNT

OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the period under review, the Company has not made any such valuation.

 

42. ACKNOWLEDGEMENT

Your Directors express their gratitude to all other external agencies for the assistance, co-operation and guidance received. Your Directors place on record their deep sense of appreciation for the dedicated services rendered by the workforce of the Company.

	By Order of the Board of Directors
Place: Mumbai	Pavan Kumar Jain
Date: 3rd August, 2022	Chairman
	(DIN: 00030098)

 

 

qualifications and experience requirements for each positions which commensurate with the size of its business and the nature and complexity of its operations. Any new recruit in the Company is to match the requirements prescribed in the Organogram of the Company.

 

II. Remuneration a. Structure of Remuneration for the Managing Director, Key Managerial Personnel and Senior Management Personnel

The Managing Director, Key Managerial Personnel and Senior Management Personnel (other than Non-executive Directors) receive Basic Salary and other Perquisites. The Perquisites include other allowances. The total salary includes fixed and variable components.

The Company’s policy is that the total fixed salary should be fair and reasonable after taking into account the following factors:

• The scope of duties, the role and nature of responsibilities

• The level of skill, knowledge and experience of individual

• Core performance requirements and expectations of individuals

• The Company’s performance and strategy

• Legal and industrial Obligations

The table below depicts the standard components of remuneration package

 

Fixed Component

Basic Salary Allowances Superannuation

 

b. Structure of Remuneration for Non-executive

Director

Non-executive Directors are remunerated to recognize responsibilities, accountability and associated risks of Directors. The total remuneration of Non-executive Directors may include all, or any combination of following elements:

i. Fees for attending meeting of the Board of Directors as permissible under Section 197 of the Companies Act, 2013 read with

Rule 4 of the Companies (Appointment &

Remuneration of Managerial Personnel) Rules, 2014 and decided at the Meeting of the Board of Directors.

ii. Fees for attending meetings of Committees of the Board which remunerate Directors for additional work on Board Committee as permissible under Section 197 of the Companies Act, 2013 read with Rule 4 of the

Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and decided at the Meeting of the Board of Directors.

iii. Commission on net profits as permissible under Section 197 of the Companies Act, 2013 and decided by the Board from time to time to be payable to any of the Non-executive Director.

iv. Non-Executive Directors are entitled to be paid all traveling and other expenses they incur for attending to the Company’s affairs, including attending and returning from General Meetings of the Company or Meetings of the Board of Directors or Committee of Directors.

v. Remuneration by way of professional fees to the non-executive Directors who, in the opinion of the CNR Committee, possesses the requisite qualifications for the practice of the profession, for providing professional services to the Company.

Any increase in the maximum aggregate remuneration payable beyond permissible limit under the Companies Act, 2013 shall be subject to the approval of the Shareholders’ at the Annual General Meeting by special resolution and/or of the Central Government, as may be applicable.

 

c. Structure of Remuneration for Other Employees

The power to decide structure of remuneration for other employees has been delegated to HR Department of the Company.

 

III. Evaluation a. Criteria for evaluating Non-executive Board Members:

Section 149 of the Companies Act, 2013 read with Schedule IV of the said Act states that the Independent Directors shall at its separate meeting review performance of non- independent directors and the Board as a whole and the performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the Director being evaluated.

 

b. Criteria for evaluating performance of Key Managerial Personnel and Senior Management

Personnel

Criteria for evaluating performance of KMP and Senior Management Personnel shall be as per the HR Guideline on Performance Management System and Development Plan of the Company.

 

c. Criteria for evaluating performance of Other Employees

The power to decide criteria for evaluating performance of Other Employees has been delegated to HR Department of the Company.

 

5. Communication of this Policy

For all Directors, a copy of this Policy shall be handed over within one month from the date of approval by the Board. This Policy shall also be posted on the website of the Company and in the Annual Report of the Company.

 

6. Amendment

Any change in the Policy shall, on recommendation of CNR Committee, be approved by the Board of Directors of the Company. The Board of Directors shall have the right to withdraw and / or amend any part of this Policy or the entire Policy, at any time, as it deems fit, or from time to time and the decision of the Board in this respect shall be final and binding.

The Nomination and Remuneration Policy is placed on the website of the Company and web link is https:// www.inoxmovies.com/Corporate.aspx?Section=3.