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Cinevista Ltd.

BSE: 532324 Sector: Media
NSE: CINEVISTA ISIN Code: INE039B01026
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VOLUME 22884
52-Week high 10.20
52-Week low 3.26
P/E
Mkt Cap.(Rs cr) 39
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.51
CLOSE 6.52
VOLUME 22884
52-Week high 10.20
52-Week low 3.26
P/E
Mkt Cap.(Rs cr) 39
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Cinevista Ltd. (CINEVISTA) - Director Report

Company director report

Your Directors have pleasure in submittingthe NineteenthAnnual Report of your Companytogetherwith the Audited Accounts for the year ended 31st March 2016.

1. FINANCIAL RESULTS

(Rs. in lacs)

STANDALONE
2015-16 2014-15
Income from Operations 3883.45 5778.66
Operating Expenditure 3804.19 5309.97
Depreciation and Amortisation 188.50 213.62
Operating Profit (109.24) 255.07
Other Income 495.46 36.39
Profit before Finance Costs 386.22 291.46
Finance Costs 380.83 408.39
Profit after Finance Costs but before Tax 5.39 (116.93)
Tax Expenses 0.50 12.01
Net Profit / Loss After Tax 4.89 (128.94)

Financial and Operational Review:

The Company has earned a gross income of Rs. 3883.45 lakh for the financial year2015-16 as compared to Rs. 5778.66 lakh in the previous year recording a decrease of Rs1895.21 lakh.

The Company has earned the net profit of Rs. 4.89lakh for the year as compared to netlosses of Rs. 128.94 lakh in the previous year.

Interest expenditure for the year under review has marginally decreased by Rs. 27.56lakh as compared to the previous year. Depreciation during the year has recorded amarginal decrease by Rs. 25.12lakh as compared to the previous year.

Earnings per share have been NIL for the current year as well as for the previous year.

Resources & Liquidity:

The Company's paid up capital is Rs. 114872950 with accumulated Reserves &Surplus of Rs.

1491873842.71.

2. CHANGES IN CAPITAL STRUCTURE

There has been no change in the capital structure during the year under review.

3. TRANSFER TO RESERVES

The amounts increased in the reserves during the year on account of the profits are Rs.488574.22 as compared to the previous year decrease on account of losses Rs. 12894796

4. DIVIDEND

Your Directors do not propose any dividend for the year ended 31stMarch 2016.

5. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The details of loans or guarantees given by the Company and any investments made by theCompany s given in the notes to the Accounts forming part of the financial statements i

6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined and to maintain its objectivity and independence the Internal Audit functionreports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company.

Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.

7. BOARD OF DIRECTORS

As per the provisions of Section 152 of the Companies Act 2013 Mr. Sunil MehtaDirector of the

Company retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for reappointment. The Board recommends his appointment.

The brief resume and other details of Mr. Talat Aziz as required under SEBI (ListingObligations &

Disclosures Requirement) Regulation 2015 are provided in the report on CorporateGovernance forming part of the Annual Report.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard has carried out an evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit Remuneration and other Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report.

8. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Board in consultation of the Nomination and Remuneration Committee of the Companyhas formulated the various policies relating to the terms ofAppointment of Independentdirectors details on familiarization programs and criteria of payments to Non-ExecutiveDirectors and the same has been posted on the Company's website www.cinevistaas.com.

9. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are no materialsignificant related party transactions made by the company with Promoters Key ManagerialPersonnel or other designated persons which may have potential conflict with interest ofthe company at large. The details of the same are given in the notes to Accounts formingpart of the financial statements.

The Company has adopted Related Party Transactions Policy which is displayed on websiteof Company www.cinevistaas.com.

The particulars of contracts or arrangements with related parties are required underSection 134(3) (h) is prescribed Form AOC - 2 areannexed herewith as an'Annexure - A'.

10. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Code has been posted on the Company's website www.cinevistaas.com.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA)

The detailedAnalysis of the Operating performanceof the Company for the year the stateof affairs and the key changes in the operating environment has been included in theManagement Discussion and Analysis section which forms part of the Annual Report.

12. CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is an application of the bestmanagement practices compliances of law in true spirit and adherence to ethical standardsfor effective management and distribution of wealth and discharge of social responsibilityfor sustainable development of all stakeholders.

Your Company is committed to maintaining the highest standards of Corporate Governanceand adhering to the Corporate Governance requirements as set out by the Securities andExchange

Board of India (SEBI).

A section on Corporate Governancealong with a certificate from Auditors confirmingcompliance of conditions of Corporate Governance as stipulated under Regulation 34 of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015is annexed and formspart of the Directors' Report.

A detailed review of operations performance and future outlook of the Company and itsbusiness s given in the Management Discussion and Analysis Report which forms an integralpart of this i Report and is set out as separate section to this Annual Report.

13. CEO/CFO CERTIFICATE

I n accordance with Regulation 17 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 pertaining to corporate governance norms Mr. Sunil MehtaCEO and Managing Director and Mr. K.B.Nair CFO have certified inter-alia on review offinancial statements and establishing and maintaining internal controls for the financialreporting for the year ended March 31 2016 The said certificate forms an integral partof the Annual Report.

14. DIRECTORS' RESPONSIBILITY STATEMENT n I terms of Section 134 (5) of theCompanies Act2013 the directors would like to state that:

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed ii) The directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial 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 ofadequate accounting records in accordance with the provisions of thisAct for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularitiesiv) The directors have prepared the annual accounts on a going concern basis v) Thedirectors had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively vi) Thedirectors had devised proper system to ensure compliance with the provisions of allapplicable laws and that such system were adequate and operating effectively.

15. SUBSIDIARIES

Pursuant to General Circular No. 2/2011 No.51/12/2007-CL-lll dated 08.02.2011 issued bythe

Ministry of Corporate Affairs Government of India the Board of Directors has passed aresolution for sending the Balance Sheet without attaching copy of the Balance SheetProfit and Loss Account Report of the Board of Directors and Report of the Auditors ofthe Subsidiary Companies namely Chimera Entertainment Private Limited (Formerly CinevistaStudios Private Limited) Cinevista Eagle Plus Media Private Limited and Video Vista Inc.In accordance with the General Circular issued by the Ministry of Corporate Affairs theCompany will make available the Annual Accounts of the subsidiary companies and therelated detailed information upon request by any member of the Company and itssubsidiaries interested in obtaining the same. Further the Annual Accounts of thesubsidiaries would also be available for inspection by any member at the Registered Officeof the Company and at the Office of the respective subsidiary companies during workinghours.

The Statement containing salient features of the financial statements of the subsidiarycompanies in the prescribed format AOC-1 is appended as an 'Annexure B' to the Board'sReport. The statement also provides the details of performance and financial position ofsubsidiary company.

The holding as well as subsidiary companies in question shall regularly file such datato the various regulatory and Government authorities as may be required by them.

The Company has given Indian rupee equivalent of the figures given in foreign currencyappearing in the accounts of the subsidiary companies along with the exchange rate as onclosing day of the financial year.

16. FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

17. AUDITORS

The Company's Statutory Auditors M/s. Sarath & Associates Chartered Accountants(ICAI Firm Registration No. 5120S) were appointed at the 18thAnnual General Meeting heldon 22nd September 2014 as the auditors for the period of four years until conclusion ofthe 22nd consecutive Annual General Meeting. Pursuant to the proviso to Section 139(1) ofthe Companies Act2013 the appointment is required to be ratified by the members at theforthcoming Annual General Meeting. The Company has received their written consent and acertificate that they satisfy the criteria provided under Section 141 of the Act and thatthe ratification if made shall be in accordance with the applicable provisions of theAct and rules framed thereunder. The ratification proposed is Within the time frame fortransition under the third proviso to sub-section (2) of Section 139 of the Companies Act2013.

The Auditors' Report to the members on the Accounts of the Company for the financialyear ended March 31 2016 does not contain any qualification.

The observation made in the Auditors' Report read together with relevant notes thereonare self-explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.

18. SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the CompaniesAct 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Mis. Yogesh D. Dabholkar and Co. Practicing Company Secretary to undertake theSecretarial Audit of the Company. The Secretarial Audit report is annexed herewith as'Annexure C'.

As directed by Securities & Exchange Board of India (SEBI) secretarial audit isbeing carried out at the specified period by the Practicing Company Secretary. Thefindings of the secretarial audit were entirely satisfactory.

There are no qualification in Secretarial Audit Report and observation made in theReport read together with relevant notes thereon are self-explanatory and hence do notcall for any further comments under the CompaniesAct 2013.

19. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as per Section 92(3) of the Companies Act 2013 and Rule12(1) of the Companies (Management and Administration) Rules 2014 is set out in 'AnnexureD' forming part of this report.

20. BUSINESS RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the CompaniesAct 2013 & the ListingRegulations the company has constituted a business risk management committee. The detailsof the committee and its terms of reference are set out in the corporate governance reportforming part of the Directors' report.

At present the company has not identified any element of risk which may threaten theexistence of the company.

21. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

All Board Directors and the designated employees have confirmed compliance with theCode.

The Code of Conduct for Prevention of Insider Trading is displayed on website ofCompany www.cinevistaas.com.

22. VIGILANCE MECHANISM

As a conscious and vigilant organizationyour Company has established proper vigilancemechanism for its Directors and employees to report concerns about unethical behaviouractual or suspected fraud or violation of the Company's code of conduct or ethics policy.The Company has framed Whistle Blower Policy and the same is uploaded at the website ofthe Company.

23. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework for selectionand remuneration of Directors Key Manageral Personal (KMP)and Senior Management of theCompany. The Nomination and Remuneration policy is available on the website(www.cinevistaas.com) of the Company and also enclosed as 'Annexure E'.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN

Your Company is committed to provide and promote safe and healthy environment to allits employees without any discrimination. During the year under review there was no casefiled pursuant to The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act2013.

25. STATUTORY INFORMATION

Conservation of Energy & Technology Absorption

Considering the nature of the business of the Company the particulars required to befurnished pursuant to the Companies Act 2013 read with the Companies (Disclosure ofParticulars in the Report of Board of Directors) Rules 1988 relating to the Conservationof Energy and Technology Absorption are not applicable.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings have been Rs. 19.33 Lacs as compared to the previous yearwhich amount to Rs. 25.39 Lacs and Foreign Exchange Outgo for current year is Rs. NIL ascompared to previous year which was also Rs. NIL.

Particulars of Employees

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Actthereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company secretary in advance.

26. APPRECIATION

Your Directors thank the viewers suppliers bankers Financial Institutions Centraland State Governments and Shareholders for their consistent support to the Company. TheDirectors also sincerely acknowledge the significant contributions made by all theemployees for their dedicated services to the company.

For and on behalf of the Board
Cinevista Limited
Place: Mumbai Prem Krishen Malhotra
Date: 13th August 2016 Chairman