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Adlabs Entertainment Ltd.

BSE: 539056 Sector: Services
NSE: ADLABS ISIN Code: INE172N01012
BSE LIVE 15:40 | 17 Nov 66.95 0.25
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OPEN 66.00
PREVIOUS CLOSE 66.70
VOLUME 37906
52-Week high 93.40
52-Week low 52.75
P/E
Mkt Cap.(Rs cr) 543
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 66.00
CLOSE 66.70
VOLUME 37906
52-Week high 93.40
52-Week low 52.75
P/E
Mkt Cap.(Rs cr) 543
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Adlabs Entertainment Ltd. (ADLABS) - Director Report

Company director report

To

The Members

Your Directors present the 8th Annual Report of the Board of Directors ofyour Company along with the Balance Sheet Profit and Loss Account and Cash Flow Statementfor the year ended March 31 2017.

SUMMARY OF FINANCIAL HIGHLIGHTS

The standalone performance of the Company for the financial year ended March 31 2017is summarized below:

Particulars Financial year ended March 31 2017 Financial year ended March 31 2016
Total Revenue 23950.70 25065.62
Profit/(Loss) before tax (15300.35) (14152.36)
Tax Expenses
- Current Tax - -
- Deferred Tax 3586.78 5039.04
Profit/(Loss) after tax (11713.57) (9113.32)

FINANCIAL PERFORMANCE

For the financial year 2016-17 at standalone level the revenue from operations stoodat ' 23898.97 Lakhs compared with ' 23397.90 Lakhs in the previous year signifyingmarginal growth of 2.14% on a YoY basis. Consequently EBIDTA for financial year 2016-17is ' 6136.26 Lakhs compared with ' 5679.44 Lakhs in the previous year signifying growthof 8.04%.

The outstanding secured loan as on March 31 2017 aggregate to ' 100347.36 Lakhs. Thesaid outstanding is post pre-payment done vide IPO proceeds.

The weighted average rate of interest is 12.39% p.a.

As mandated by the Ministry of Corporate Affairs the Company has adopted the IND ASfor the financial year commencing from April 1 2016. The estimates and judgments relatingto the Financial Statements are made on a prudent basis so as to reflect in a true andfair manner the form and substance of transactions and the same reasonably present theCompany's state of affairs profit/loss and cash flows for the year ended March 31 2017.

THE STATE OF COMPANY AFFAIRS

Your Company owns & operates an Integrated Entertainment Holiday Destination"IMAGICA" which is built to match global standards and includes a theme park awater park a snow park a hotel and other associated activities such as retail &merchandise food and beverages etc.

EXTRACT OF ANNUAL RETURN

Extract of annual return is enclosed as Annexure 1.

DIVIDEND & TRANSFER TO RESERVES

In view of the loss for the financial year ended March 31 2017 no amount is proposedto be transferred to the reserves and your Directors have not recommended payment of anydividend for the year under review.

NUMBER OF BOARD MEETINGS

During the financial year ended March 31 2017 the Board of Directors met 4 (four)times viz. on May 24 2016 July 28 2016 October 27 2016 and February 3 2017. Themaximum interval between any two meetings did not exceed 120 days.

Details of the meetings of the Board alongwith the attendance of the Directors thereinhave been disclosed as part of the Corporate Governance Report forming part of this AnnualReport.

COMPOSITION OF AUDIT COMMITTEE

The composition of Audit Committee of the Company is as follows:

1. Mr. Steven A. Pinto Chairman;

2. Mr. Ghulam Mohammed;

3. Mr. Kapil Bagla; and

4. Ms. Anjali Seth.

DECLARATION OF INDEPENDENCE BY DIRECTOR

Pursuant to the provisions under Section 134(3)(d) of the Companies Act 2013 (the"Act") with respect to statement on declaration given by Independent Directorsunder Section 149(6) of the Act the Board hereby confirms that all the IndependentDirectors of the Company have given a declaration and have confirmed that they meet thecriteria of independence as provided in the said Section 149(6) and relevant Regulation ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

DIRECTORS

Pursuant to Section 152 of the Act Mr. Manmohan Shetty Director of the Companyretires by rotation and being eligible offers himself for re-appointment at the ensuingAnnual General Meeting.

Pursuant to the recommendation of Nomination and Remuneration Committee the Board inits meeting held on May 25 2017 re-appointed Mr. Kapil Bagla as Whole Time Director ofthe Company subject to the approval of Members at the Annual General Meeting for aperiod of 3 (three) years commencing from July 6 2017 to July 5 2020.

During the year under review Mr. Prashant Purker ceased to be an Independent Directorw.e.f. February 4 2017. The Board wishes to place on record its sincere appreciation forthe valuable services rendered and guidance extended by him during his tenure as Directorof the Company.

In terms of Section 149 and 152 of the Act the appointments of following directorswere confirmed in the Annual General Meeting of the Company held on July 28 2016:

1. Ms. Pooja Deora in the category of Non-Executive Director;

2. Ms. Meghna Ghai Puri in the category of Independent Director; and

3. Mr. Ashutosh Kale in the category of Executive Director.

Ms. Meghna Ghai Puri shall hold office not subject to retirement by rotation for aterm of five consecutive years commencing from the date of her appointment as anadditional director in the Company i.e. from May 24 2016 to May 23 2021.

Mr. Ashutosh Kale liable to retire by rotation was appointed as an Executive Directorfor a period of three years commencing from May 24 2016 to May 23 2019.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theAct are as follows:

Mr. Kapil Bagla : Whole Time Director and Chief Executive Officer Mr. Mayuresh Kore :Chief Financial Officer Ms. Madhulika Rawat : Company Secretary

During the year under review Mr. Rakesh Khurmi resigned as Chief Financial Officer ofthe Company with effect from October 27 2016 and Mr. Mayuresh Kore was appointed as theChief Financial Officer of the Company with effect from October 27 2016.

SUBSIDIARY COMPANIES

Walkwater Properties Private Limited is the only subsidiary company of your Company.During the period under review no Company became/ ceased to be a subsidiary of yourCompany.

A separate statement in terms of Section 129(3) of the Act containing salient featuresof the financial statements of the subsidiary of your Company in Form AOC 1 forms part ofthis Annual Report.

Pursuant to the Section 136 of the Act companies are exempted from attaching the AnnualReports and other particulars of its subsidiary companies along with Annual Report of theCompany. Therefore the Annual Report of Walkwater Properties Private Limited is notattached with this Annual Report.

The financial statements of the subsidiary company and related information shall beuploaded on the website of your Company which can be accessed using the linkwww.adlabsimagica.com/investor_docs/ Annual%20 Accounts%202016-17.pdf and the same is alsoavailable for inspection by the Members at the registered office of your Company duringbusiness hours on all working days up to the date of the Annual General Meeting asrequired under Section 136 of the Act.

Any Member desirous of obtaining a copy of the said financial statements may write tothe Company Secretary at the registered office address of your Company.

Your Company has approved a policy for determining material subsidiaries and the sameis uploaded on the Company's website which can be accessed using the linkhttps://www.adlabsimagica.com/ investor_docs/Material%20Subsidiary%20Policy.pdf.

DEPOSITS

During the year under review your Company has not accepted any fixed deposits from thepublic falling under Section 73 of the Act read with the Companies (Acceptance ofDeposits) Rules 2014. Therefore as on March 31 2017 there were no deposits which wereunpaid or unclaimed and due for repayment.

AUDITORS

Statutory Auditors

M/s. A. T. Jain & Co. Chartered Accountants the Statutory Auditors of the Companyhold office until the conclusion of the ensuing Annual General Meeting and are eligiblefor re-appointment for the financial years 2017-18 and 2018-19.

The Company has received letter from M/s. A. T. Jain & Co. Chartered Accountantsto the effect that their appointment if made would be within the prescribed limits underSection 141(3)(g) of the Act and that they are not disqualified for such appointmentwithin the meaning of Section 141 of the Act.

The observations and comments given by Auditors in their report read together withnotes to Accounts are self explanatory and hence do not call for any further commentsunder Section 134 of the Act. The Auditors' Report does not contain any qualificationreservation or adverse remark.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company had appointed M/s. Aabid& Co. Company Secretaries to undertake the Secretarial Audit of the Company for thefinancial year 2016-17. The Report of the Secretarial Audit in Form MR 3 for the financialyear 2016-17 is annexed as Annexure 2 to the Report. There are no qualificationsreservations or adverse remarks made by Secretarial Auditor in his report.

The Board has appointed M/s. Aabid & Co. Company Secretaries as SecretarialAuditors for the financial year 2017-18.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Act do not apply as there was no dividenddeclared and paid by the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year under review there were no such orders passed by the regulators orcourts or tribunals impacting the going concern status and Company's operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has adequate internal control procedures commensurate with its size andnature of business. The business control procedures ensure efficient use and protection ofCompany's resources and compliance with policies procedures and statutory requirements.Further internal auditors are appointed to carry audit assignments and to periodicallyreview the transactions across the divisions and evaluate effectiveness of internalcontrol systems.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

During the year there were no loans and guarantees given under Section 186 of the Act.Particulars of investments have been disclosed as part of the financial statements of yourCompany for the year under review as Note 5.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSUB-SECTION (1) OF SECTION 188 OF THE ACT IN THE PRESCRIBED FORM

All contract(s) / arrangement(s) / transaction(s) entered into by your Company with itsrelated parties during the year under review were:

• in "ordinary course of business" of the Company;

• on "an arm's length basis"; and

• not "material"

as per the provisions of Section 188(1) of the Act read with Companies (Meetings ofBoard and its Powers) Rules 2014. Accordingly Form AOC-2 prescribed under theprovisions of Section 134(3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules2014 for disclosure of details of related party transactions which are "not atarm's length basis" and also which are "material & at arm's lengthbasis" is not provided as an annexure of the Directors' Report.

However details of the related party transactions entered into during the year underreview and as on March 31 2017 are disclosed as part of the financial statements of yourCompany for the year under review as Note 38. Further pursuant to the provisions of theAct and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015Board has approved and adopted a Policy on related party transactions. The said policy isavailable on your Company's website viz. www.adlabsimagica.com.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial positionof the Company which occurred between the end of the financial year to which the financialstatements relate and the date of this report.

RISK MANAGEMENT

Board has constituted a Risk Management Committee of the Board to assist the Boardwith regard to the identification evaluation and mitigation of operational strategic andexternal risks. Risk Management Committee works towards identifying internal and externalrisks and implementing risk mitigation steps. On quarterly basis status updates areprovided to the Board of Directors of the Company. More details on risks and threats havebeen disclosed in the section "Management Discussion and Analysis".

CORPORATE SOCIAL RESPONSIBILITY (CSR)

CSR is a Company's sense of responsibility towards the community and environment inwhich it operates. It is the continuing commitment by business to behave ethically andcontribute to economic development of the society at large and building capacity forsustainable livelihoods. The Company believes in conducting its business responsiblyfairly and in a most transparent manner. It continually seeks ways to bring about anoverall positive impact on the society and environment where it operates and as a part ofits social objectives.

This policy has been formally formulated and adopted in terms of Section 135 of the Actand Rules framed thereunder to undertake CSR activities. The Company has always madeconsistent efforts to maintain an active corporate social responsibility portfolio.

The Company has duly constituted CSR Committee comprising of Mr. Steven A. Pinto Mr.Ashutosh Kale and Mr. Manmohan Shetty.

The responsibilities of the CSR Committee include:

1. Formulating and recommending to the Board of Directors the CSR Policy and indicatingactivities to be undertaken.

2. Recommending the amount of expenditure for the CSR activities.

3. Monitoring CSR activities from time to time.

In view of the losses for the year under review your Company was not required to spendany amount towards the CSR activities as per the applicable provisions of Section 135 ofthe Act. Accordingly the details of the CSR activities during the year under review arenot provided in this Report.

However your Company has contributed in the following areas and developed a process tohelp the villages like Mirkutwadi Aadhivashiwadi Umre Golewadi and Khanav which is nearthe circumference of the Company premises in Khopoli:

1. Medical camps.

2. Blood donation.

3. Providing water supply.

4. Reconstruction of toilets.

5. Donation - non-perishable items.

NOMINATION AND REMUNERATION POLICY

The Company follows a policy on nomination and remuneration of Directors and SeniorManagement Employees. The Policy is approved by the Nomination and Remuneration Committee.The policy on the above is attached as Annexure 3.

FORMAL ANNUAL EVALUATION

The Company has devised a policy for performance evaluation of its individualdirectors the Board and the Committees constituted by it which includes criteria forperformance evaluation.

In line with the requirements of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualevaluation of its own performance working of the Committees and the Directorsindividually.

The Board performance was evaluated based on inputs received from all the Directorsafter considering criteria such as Board's effectiveness in decision making in providingnecessary advice and suggestions to the Company's management etc.

A separate meeting of the Independent Directors was also held during the year forevaluation of the performance of the Non Independent Directors the Board as a whole andthat of the Chairman.

The Nomination and Remuneration Committee has also reviewed the performance of theindividual directors based on their knowledge level of preparation and effectiveparticipation in meetings contribution towards positive growth of the Company etc.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Act with respect to theDirectors' Responsibility Statement it is hereby confirmed that:

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of

the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance withrelevant Indian Accounting Standards issued by the Institute of Chartered Accountants ofIndia and forms an integral part of this Report.

Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 a statement containing salient features of the financialstatements of subsidiary company is given in Form AOC-1 and forms an integral part of thisReport.

VIGIL MECHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguardsagainst victimization of persons who use the Vigil Mechanism; and (b) direct access to theChairperson of the Audit Committee of the Board of Directors of the Company in appropriateor exceptional cases.

Details of the Vigil Mechanism policy are made available on the Company's websitewww.adlabsimagica.com.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 (12) of the Act and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided separately as Annexure 4 tothis Report.

Details of employee remuneration as required under provisions of Section 197(12) of theAct and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 will be made available at the registered office of the Companyduring working hours pursuant to the provisions of the first proviso to Section 136(1) ofthe Act and any Member interested in obtaining such information may write to the CompanySecretary and the same will be made available to any such Member on request.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

All new Independent Directors (IDs) inducted into the Board are given an orientation.Presentations are made by Executive Directors (EDs) and Senior Management giving anoverview of the Company's operations to familiarize the new IDs with the Company'sbusiness operations. The new IDs are given an orientation on our products group structureand subsidiary company Board constitution and procedures matters reserved for the Boardand the Company's major risks and risk management strategy. The Policy on the Company'sFamiliarisation Programme for IDs can be accessed at https://www.adlabsimagica.com/investor_docs/Familiarisation%20programme%20for%20Independent%20Directors.pdf.

HUMAN RESOURCES

The Company regards human resources as a valuable asset. The Company encourages aperformance driven culture and enables the employees with focused training at regularintervals. Further the training needs at all divisions are periodically assessed andtraining programmes are conducted using internal resources and/or engaging externalfacilitators and trainers. The total number of permanent employees on the rolls of theCompany as on the year end were 739.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure 5 to this Report.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements under the CompaniesAct 2013 and as stipulated under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. A separate section on corporate governance under the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 along with thecertificate from the Practicing Company Secretary confirming the compliance is annexedand forms part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis is annexed as Annexure 6.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has always believed in providing a safe and harassment free workplace forevery individual working in the Company's premises through various interventions andpractices. The Company always endeavours to create and provide an environment that is freefrom discrimination and harassment including sexual harassment.

The Policy on Prevention of Sexual Harassment at Workplace has been formulated by theCompany. The policy aims to develop a harmonious and productive working environment freefrom sexual harassment. The Company also ensures all allegations of sexual harassment areinvestigated and dealt with effectively and appropriately.

During the year under review the Company received Nil complaints pertaining to sexualharassment.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operationand assistance received from shareholders bankers financial institutions regulatorybodies and other business constituents during the year under review. Your Directors alsowish to place on record their deep sense of appreciation for the commitment displayed byall executives officers and staff of the Company during the financial year.

For and on behalf of the Board of Directors
Manmohan Shetty
Place: Mumbai Chairman
Date: May 25 2017 (DIN: 00013961)