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Inox Leisure Ltd.

BSE: 532706 Sector: Media
NSE: INOXLEISUR ISIN Code: INE312H01016
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VOLUME 7578
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P/E 43.73
Mkt Cap.(Rs cr) 2,501
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OPEN 259.75
CLOSE 259.95
VOLUME 7578
52-Week high 326.00
52-Week low 213.30
P/E 43.73
Mkt Cap.(Rs cr) 2,501
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Inox Leisure Ltd. (INOXLEISUR) - Director Report

Company director report

To the Members of

INOX LEISURE LIMITED

Your Directors take pleasure in presenting to you their Eighteenth Annual Reporttogether with the Audited Financial Statements for the Financial Year ended 31st March2017.

1. FINANCIAL RESULTS

(` in Lakhs)
Particulars Consolidated Standalone
2016-17 2015-16 2016-17 2015-16
Income
Revenue from operations (net of taxes) 114980.94 109319.73 114980.94 109319.73
Other operating Income 7090.47 6736.97 7090.47 6736.97
Total Income from Operations 122071.41 116056.70 122071.41 116056.70
Less: Total Expenses 116000.05 105058.45 116001.03 105059.33
Profit from operations before Other Income and Finance Cost and Exceptional Items 6071.36 10998.25 6070.38 10997.37
Add: Other Income 911.55 783.96 905.42 783.46
Profit from operations after Other Income and before Finance 6982.91 11782.21 6975.80 11780.83
Cost and Exceptional Items
Less: Finance Cost 2528.11 2449.11 2528.09 2433.73
Profit from ordinary activities after finance cost but before exceptional items and share of profit of a joint ventures 4454.80 9333.10 4447.71 9347.10
Share of profit of joint ventures 8.12 2.53 - -
Profit before exceptional items and tax 4462.92 9335.63 4447.71 9347.10
Add/(Less): Exceptional items - (496.02) - (496.02)
Profit from ordinary activity before Taxation 4462.92 8839.61 4447.71 8851.08
Add/(Less): Provision for Taxation
For the year (1559.97) (3123.74) (1558.72) (3123.74)
Earlier Years 158.54 2388.33 158.70 2388.33
Net Profit for the year 3061.49 8104.20 3047.69 8115.67
Profit for the year attributable to:
Equity holders of the Parent 3061.45 8104.30 - -
Non-controlling interests 0.04 (0.10) - -
3061.49 8104.20 - -
Other Comprehensive Income
A) Items that will not be reclassified to Profit & Loss
(i) Actuarial gain/(loss) on employee defined benefit plan (61.77) (25.06) (61.77) (25.06)
(ii) Tax on above 21.38 8.67 21.38 8.67
Total Other Comprehensive Income (40.39) (16.39) (40.39) (16.39)
Total Comprehensive Income for the year comprising Net Profit for the period & Other Comprehensive Income/(expense) 3021.10 8087.81 3007.30 8099.28
Profit brought forward form earlier year/s 15002.87 6918.12 15021.45 6922.17
On account of change in non-controlling interest - (3.16) - -
Balance Carried forward to Balance Sheet 18023.93 15002.87 18028.75 15021.45

During the year under review 11 Multiplex Cinema Theatres with 48 screens were added.Accordingly the tally of Multiplex Cinema Theatres of your Company stands at 118Multiplexes with 468 screens and 118285 seats as on 31st March 2017. Detailed analysisof the Financial Performance of the Company has been given in the Management Discussionand Analysis annexed to this Report.

2. CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements prepared in accordance with therequirements of the Companies Act 2013 SEBI (Disclosure and Listing ObligationsRequirements) Regulations 2015 (Listing Regulations) and Indian Accounting Standard(Ind-AS) - 27 on Consolidated and Separate Financial Statements for the Financial Year2016-17 forms part of this Annual Report. The Audited Standalone and ConsolidatedFinancial Statements for the Financial Year 2016-17 shall be laid before the AnnualGeneral Meeting for approval of the Members of the Company.

3. DIVIDEND

With a view to finance the Company's ongoing projects and considering future expansionplans no Dividend has been recommended by the Board of Directors for the Financial Yearended 31st March 2017.

In accordance with Regulation 43A of the Listing Regulations the Company hasformulated a ‘Dividend Distribution

Policy' and details of the same have been uploaded on the Company's websitewww.inoxmovies.com.

4. TRANSFER TO RESERVES

During the year under review the Company has not transferred any amount to GeneralReserves.

5. DIRECTORS

Mr. Pavan Jain (DIN: 00030098) retires by rotation and being eligible offers himselffor re-appointment.

Necessary resolution in respect of Director seeking re-appointment and his brief Resumepursuant to Regulation 36(3) of the Listing Regulations are provided in the Notice of theAnnual General Meeting forming part of this Annual Report.

6. NOMINATION & REMUNERATION POLICY

The Board of Directors of the Company has on recommendation of the CompensationNomination & Remuneration

Committee framed and adopted policy for selection and appointment of Directors KeyManagerial Personnel and their remuneration. The Nomination & Remuneration Policy ofthe Company is annexed to this Report as Annexure A.

7. DECLARATION OF INDEPENDENCE

Pursuant to provision of Section 149 (7) of the Act all Independent Directors havegiven declarations that they meet the criteria of independence as laid down under Section149 (6) of the Act and Regulation 16 (1) (b) of the Listing Regulations.

8. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Details of Familiarization Programmes imparted to Independent Directors have beendisclosed on the Website of the Company. The same can be viewed athttps://www.inoxmovies.com/Corporate.aspx?Section=3.

9. BOARD EVALUATION

All Independent Directors at their Meeting held on 21st January 2017 had evaluatedperformance of Non-Independent Directors Chairman of the Company and Board as a wholeincluding Committees of Board in accordance with evaluation mechanism for performanceapproved by the Compensation Nomination and Remuneration Committee at their Meeting heldon 21st January 2017. Further the Board of Directors at its Meeting held on 24thJanuary 2017 have evaluated performance of Independent Directors in accordance with theevaluation mechanism for performance approved by the Compensation Nomination andRemuneration Committee at their Meeting held on 21st January 2017. These evaluations weredone as per the Guidance Note given in SEBI Circular no SEBI/HO/CFD/CMD/ CIR/P/2017/004dated 5th January 2017. The performance of Directors was evaluated based on theparameters such as Qualifications Experience Knowledge and Competency Fulfilment offunctions Ability to function as a team

Initiative Availability and attendance Commitment Contribution integrityindependence etc. The performance of the Board was evaluated based on the parameters suchas Structure of the Board Meetings of the Board Functions of the Board Board andManagement and Professional Development. The Committees of the Board were evaluated basedon the parameters such as Mandate and composition Effectiveness of the CommitteeStructure of the Committee and Meetings Independence of the Committee from the Board andContribution to decisions of the Board. A structured questionnaire covering the aboveareas of competencies was given to each Director. Feedback received from the Directorsreflected highly satisfactory performance.

10. MEETINGS OF THE BOARD

During the year the Board met Five (5) times and details of Board Meetings held aregiven in the Corporate Governance Report. The intervening gap between the two Meetings waswithin the time limit prescribed under Section 173 of the Act read with Regulation 17 (2)of the Listing Regulations.

11. DIRECTOR'S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134 of the Act: i. in the preparation of the Annual Accounts the applicableAccounting Standards had been followed and there are no departures from the requirementsof the Accounting Standards; ii. the Directors had selected such Accounting Policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company at the end ofthe Financial Year and of the Profit of the Company for that period; iii. the Directorshad taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; iv. the Directors hadprepared the Annual Accounts on a going concern basis; v. the Directors had laid downInternal Financial Controls to be followed by the Company and that such Internal FinancialControls are adequate and were operating effectively; and vi. the Directors had devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.

12. CHANGE IN KEY MANAGERIAL PERSONNEL OF THE COMPANY

During the year under review Mr. Upen Shah Chief Financial Officer has retired witheffect from 18th August 2016 and Mr. Kailash B. Gupta was appointed as a Chief FinancialOfficer and designated as a Key Managerial

Person of the Company with effect from 19th August 2016.

13. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED

Particulars of Loans given Investments made Guarantees given and Securities providedalong with the purpose for which the Loan or Guarantee or Security is proposed to beutilized by the Recipient are provided in the Standalone Financial Statements of theCompany. Please refer to Notes no. 9 10 11 and 53 to the Standalone Financial Statementsof the Company.

14. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All Contracts / Arrangements / Transactions entered by the Company during the yearunder review with Related Parties are approved by the Audit Committee and/or Board as perthe provisions of Section 188 of the Act read with the Rule 15 of the Companies (Meetingsof Board and its Powers) Rules 2014 and Regulation 23 of the Listing Regulations. Duringthe year under review the Company had not entered into any Contract / Arrangement /Transaction with Related Parties which could be considered material in accordance with thePolicy of the Company on Materiality of Related Party Transactions.

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

All transactions entered with Related Parties for the year under review were on arm'slength basis. Further there are no material related party transactions during the yearunder review with any Related Party. Hence disclosure in Form AOC-2 is not required to beannexed to this Report.

15. DEPOSITS

The Company has not accepted any deposits covered under Chapter V of the Act.

16. SUBSIDIARY COMPANY INCLUDING JOINT VENTURE

The Company has following Subsidiary / Joint Ventures.

A. SHOURI PROPERTIES PRIVATE LIMITED

The Company is holding 99.29% Equity Shares of Shouri Properties Private Limited(SPPL). SPPL is engaged in the business of operating a multiplex cinema theatre.

B. SWANSTON MULTIPLEX CINEMAS PRIVATE LIMITED

Swanston Multiplex Cinemas Private Limited (SMCPL) is a Joint-venture of the Companywith Reliance Mediaworks Limited (RML) where the Company and RML are holding 50% EquityShares each of SMCPL.

The Report on the highlights of performance and financial position of each of theSubsidiary and Joint Venture Company of the Company in Form no. AOC-1 pursuant to firstproviso to sub-section (3) of

Section 129 of the Companies Act 2013 and Rule 5 of Companies (Accounts) Rules 2014along with the contribution of the Subsidiary and Joint Venture Company to overallperformance of the Company during the year in terms of Rule 8 of Companies (Accounts)Rules 2014 is annexed to this Report as

Annexure B.

The Audited Financial Statements of the subsidiary company are placed on the website ofthe Company and a copy will be provided to the Shareholders on request as per theprovisions of Section 136 of the Act.

17. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal controls commensurate with its size and nature of itsbusiness. The

Board has reviewed internal financial controls of the Company and the Audit Committeemonitors the same in consultation with Internal Auditors of the Company.

18. INDEPENDENT AUDITORS' REPORT

There are no reservations qualifications or adverse remarks in the IndependentAuditor's Report. The notes forming part of the accounts are self-explanatory and do notcall for any further clarifications under Section 134

(3) (f) of the Act.

19. INDEPENDENT AUDITORS

Pursuant to provision of Section 139 (2) of the Companies Act 2013 read with Rule 5 ofthe Companies (Audit and Auditors) Rules 2014 the term of the Company's IndependentAuditors M/s. Patankar & Associates

Chartered Accountants (Firm Registration No.107628W) comes to an end with theconclusion of Audit for the Financial Year 2016-17.

The Board places on record its appreciation for the contribution of M/s. Patankar& Associates Chartered

Accountants during their tenure as the Statutory Auditors of the Company.

Based on the recommendation of Audit Committee of the Board the Board has approved theproposal for placing at the Eighteenth Annual General Meeting the matter of appointmentof M/s. Kulkarni And Company Chartered Accountants (Firm Registration No.140959W) asIndependent Auditors of the Company for a term of 5 years from the Financial Year 2017-18on such terms and conditions and remuneration as may be recommended by the Audit Committeeand approved by the Board.

M/s. Kulkarni And Company Chartered Accountants (Firm Registration No.: 140959W) haveconfirmed appointment if approved will be in accordance with Section 139 of the Act readwith Rule 4 of the Companies

(Audit and Auditors) Rules 2014 and they satisfy criteria laid down in Section 141 ofthe Act. Further M/s.

Kulkarni And Company Chartered Accountants have confirmed that they hold a validcertificate issued by the

Peer Review Board of the Institute of Chartered Accountants of India as required underthe Listing Regulations.

20. 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 include Cost Accounting Records in its booksof accounts in respect of generation of electricity by Wind Mills of the Company since theWind Mills of the Company satisfy the criteria of Captive Generating

Plant as defined in Rule 3 of The Electricity Rules 2005. Accordingly the Company isnot required to appoint

Cost Auditor for Financial Year 2016 – 17.

21. 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. SamdaniShah & Associates a firm of

Practising Company Secretaries to conduct Secretarial Audit of the Company. TheSecretarial Audit Report given by M/s. Samdani Shah & Kabra (erstwhile Samdani Shahand Asso.) in Form No. MR-3 is annexed to this

Report at Annexure - C.

There is no qualification in the Secretarial Report submitted by M/s. Samdani Shah andAssociates to the

Company.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2) of the Listing Regulations is presented in a separate Sectionforming part of this Annual Report.

23. CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) of the Listing Regulations Corporate Governance Reportand Auditors' Certificate regarding compliance of conditions of Corporate Governance isannexed with this report.

In compliance with the requirements of Regulation 17 (8) of the Listing Regulations aCertificate from the Chief Executive Officer and Chief Financial Officer the Company wasplaced before the Board. of All the Board Members and Senior Management Personnel of theCompany had affirmed compliance with the

Code of Conduct for Board and Senior Management Personnel. A declaration to this effectduly signed by the

Chief Executive Officer is enclosed as a part of the Corporate Governance Report.

24. BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 of the Listing Regulationsdetailing the various initiatives taken by the Company on the environmental social andgovernance front forms an integral part of this report. The said report is available onthe website of the Company www.inoxmovies.com.

25. EXTRACT OF ANNUAL RETURN

In terms of Section 92 (3) of the Act read with Rule 12 of the Companies (Management& Administration) Rules

2014 the extract of Annual Return as provided in Form No. MGT -9 is annexed to thisReport at Annexure D.

26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Information in respect of Conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo pursuant to Section 134 of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 in the manner prescribed is annexed to this Report at AnnexureE.

27. EMPLOYEE STOCK OPTION SCHEME

During the year under review 20000 options were granted to Employee of the HoldingCompany. However no shares were allotted pursuant to the grant in the current year. Thereare no changes in the Scheme and the

Scheme is in compliance with the SEBI (Share Based Employee Benefit) Regulations 2014.

The disclosures as required under the SEBI (Share Based Employee Benefit) Regulations2014 have been disclosed on the website of the Company and the same can be viewed athttps://www.inoxmovies.com/ Corporate.aspx?Section=3.

28. PARTICULARS OF EMPLOYEES

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

In accordance with the provisions of Section 197 (12) of the Act read with Rules 5 (2)and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended a statement showing the name and other particulars of the employeesdrawing remuneration in excess of the limits set out in the aforesaid rule forms part ofthis Report. However in terms of Section 136 of the Companies Act 2013 the

Report and Accounts are being sent to the Members of the Company excluding informationon employees' particulars which is available for inspection by the Members at theRegistered Office of the Company during the business hours on working days of the Companyup to the date of the ensuing Annual General Meeting. If any Member is interested inobtaining such information may write to the Company Secretary at the Registered

Office of the Company.

29. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Act read with relevant Rules madethereunder the Board of Directors at its Meeting held on 27th May 2014 has constituteda Corporate Social Responsibility Committee. The report on CSR activities as per Companies(Corporate Social Responsibility) Rules 2014 is annexed to this Report at Annexure - G.

30. INSURANCE

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

31. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place a Policy on Prevention Prohibition and Redressal of sexualharassment at the workplace in line with the requirements of The Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013. The Company hasformed Internal Complaints Committee to redress complaints received regarding sexualharassment. The following is the summary of sexual harassment complaints received anddisposed off during the year 2016-17.

Number of complaints received 11 Number of complaints disposed off 10

32. RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the risk assessment andminimization procedures to review key elements of risks viz. Regulatory and LegalCompetition and Financial involved and measures taken to ensure that risk is controlled bymeans of a properly defined framework. In the Board's view there are no material riskswhich may threaten the existence of the Company. For further details please refer to theManagement Discussion and Analysis Report forming part of this Annual Report.

33. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the Financial Year of the company to whichthe Financial Statements relate and the date of this Report.

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

There are no orders passed by the Regulators or Courts or Tribunals impacting the goingconcern status and

Company's operations in future.

35. ACKNOWLEDGEMENT

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

By Order of the Board of Directors
Pavan Jain Chairman
(DIN: 00030098)
Date: Mumbai
Place: 26th July 2017

Nomination and Remuneration Policy:

1. Preface: a. The present Human Resource Policy of the Company considershuman resources as its invaluable assets and has as its objective the payment ofremuneration to all its employees appropriate to employees' role and responsibilities andthe Company's goals based on the performance of each of its employees in the

Company.

b. This Nomination and Remuneration Policy (NR Policy) has been formulated inter aliafor nomination and remuneration of Directors Key Managerial Personnel (KMP) SeniorManagement Personnel and other Employees of Inox Leisure Limited (hereinafter referred toas the Company) in accordance with the requirements of the provisions of Section 178 ofthe Companies Act 2013 and Listing Agreement.

2. Objectives of this Nomination and Remuneration Policy: a. To lay downcriteria for identifying persons who are qualified to become Directors and who may beappointed in Senior Management of the Company in accordance with the criteria laid down byCNR Committee and recommend to the Board their appointment and removal.

b. To lay down criteria to carry out evaluation of every Director's performance.

c. To formulate criteria for determining qualification positive attributes andIndependence of a Director;

d. To determine the composition and level of remuneration including reward linked withthe performance which is reasonable and sufficient to attract retain and motivateDirectors KMP Senior Management Personnel & other employees to work towards the longterm growth and success of the Company.

3. Definitions: a. "Board" means the Board of Directors of the Company.

b. "Directors" means the Directors of the Company.

c. "CNR Committee" means the Compensation Nomination and RemunerationCommittee of the Company as constituted or reconstituted by the Board from time to time.

d. "Company" means Inox Leisure Limited.

e. "Key Managerial Personnel"(KMP) means

Managing Director; or Chief Executive Officer; or Manager and in their absence aWhole-time

Director;

• Company Secretary;

Chief Financial Officer

f. "Senior Management Personnel" means the personnel of the Company who aremembers of its core management team excluding Board of Directors and KMPs comprising ofall members of management on level below the Executive Directors including the functionalheads.

g. "Other employees" means all the employees other than the Directors KMPsand the Senior Management Personnel.

4. Nomination and Remuneration Policy

Nomination and Remuneration Policy is divided into three parts as follows:

I. Qualifications

Criteria for identifying persons who are qualified to be appointed as a Directors /KMP /Senior Management Personnel of the Company: a. Directors

Section 164 of the Companies Act 2013 states disqualifications for appointment of anyperson to become Director of any Company. Any person who in the opinion of the Board isnot disqualified to become a Director and in the opinion of the Board possesses theability integrity and relevant expertise and experience can be appointed as Director ofthe Company.

b. Independent Directors

For appointing any person as an Independent Director he/she should possessqualifications as mentioned in Rule 5 of The Companies (Appointment and Qualification ofDirectors) Rules 2014.

c. Senior Management Personnel and KMP and Other Employees

The Company has an Organogram displaying positions of Senior Management including KMPand other positions with the minimum qualifications and experience requirements for eachpositions which commensurate with the size of its business and the nature and complexityof its operations. Any new recruit in the Company is to match the requirements prescribedin the Organogram of the Company.

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

The Managing Director Key Managerial Personnel and Senior Management Personnel (otherthan Non-executive Directors) receive Basic Salary and other Perquisites. The Perquisitesinclude 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 aftertaking 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 accountabilityand associated risks of Directors. The total remuneration of Non-executive Directors mayinclude all or any combination of following elements: i. Fees for attending meeting ofthe Board of Directors as permissible under Section 197 of the Companies Act 2013 readwith Rule 4 of the Companies (Appointment & Remuneration of

Managerial Personnel) Rules 2014 and decided at the Meeting of theBoard of Directors.

ii. Fees for attending meetings of Committees of the Board which remunerate Directorsfor additional work on Board Committee as permissible under Section 197 of the CompaniesAct 2013 read with

Rule 4 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules2014 and decided at the Meeting of the Board of Directors.

iii. Commission on net profits as permissible under Section 197 of the Companies Act2013 and decided by the Board from time to time to be payable to any of the Non-executiveDirector.

iv. Non-Executive Directors are entitled to be paid all traveling and other expensesthey incur for attending to the Company's affairs including attending and returning fromGeneral Meetings of the Company or Meetings of the Board of Directors or Committee ofDirectors.

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

Any increase in the maximum aggregate remuneration payable beyond permissible limitunder the

Companies Act 2013 shall be subject to the approval of the Shareholders' at the AnnualGeneral

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 toHR 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 statesthat the Independent Directors shall at its separate meeting review performance of non-independent directors and the Board as a whole and the performance evaluation ofIndependent Directors shall be done by the entire Board of Directors excluding theDirector being evaluated.

b. Criteria for evaluating performance of Key Managerial Personnel and SeniorManagement

Personnel

Criteria for evaluating performance of KMP and Senior Management Personnel shall be asper 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 beendelegated 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 thedate of approval by the Board. This Policy shall also be posted on the web-site of theCompany and in the Annual Report of the Company.

6. Amendment

Any change in the Policy shall on recommendation of CNR Committee be approved by theBoard of Directors of the Company. The Board of Directors shall have the right to withdrawand / or amend any part of this Policy or the entire Policy at any time as itdeemsfitor from time to time and the decision of the Board in this respect shall befinal and binding.

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

Statement containing salient features of the financial statement of subsidiaries /associate companies/ joint ventures

Part A Subsidiaries

(` in Lakh)
Name of Subsidiary Company Shouri Properties Private Limited
The date of acquisition of subsidiary 24th November 2014
Reporting period if different from the holding Not Applicable
Company
Reporting currency and exchange rate as on the Not Applicable
last date of the relevant Financial Year in case of
foreign subsidiaries
Share Capital 141.00
Reserves and Surplus (66.29)
Total Assets 176.01
Total Liabilities 101.30
Investments 30.06
Turnover 317.35
Profit /(Loss) before taxation 6.56
Provision for taxation (1.41)
Profit / (Loss) after taxation 5.15
Proposed Dividend Nil
% of Shareholding 99.29%
Name of subsidiaries which are yet to commence Nil
operations:
Names of subsidiaries which have been Nil
liquidated or sold during the year:

Part B Associates and Joint Ventures

Statement related to Joint Venture Company

Particulars Swanston Multiplex Cinemas Private Limited (SMCPL)
1 Latest Audited Balance Sheet date 31/03/2017
2 Date on which the Associate or Joint Venture was associated or acquired 1st April 2012
3 Shares of Associates/Joint Ventures held by the Company on the year end
Number 1015000
Amount of investment in Associates/ Joint Venture ` 279.52 Lakhs
Extent of holding % 50.00%
4 Description of how there is significant influence Company holds 50% Equity Shares
in SMCPL
5 Reason why the associate/joint venture is not consolidated Not Applicable
6 Net worth attributable to Shareholding as per latest balance sheet ` 5.82 Lakh
Profit/Loss for the year
Considered in consolidation ` 8.12 Lakh
Not considered in consolidation Nil
Name of associates or joint ventures which are yet to commence operations Nil
Names of associates or joint ventures which have been liquidated or sold during the year Nil

For Patankar & Associates Chartered Accountants

For INOX Leisure Limited

Deepak Asher Director Kailash B. Gupta Chief Financial Officer

Sanjay Agrawal Siddharth Jain
Partner Director Alok Tandon Chief Executive Officer Dhanraj Mulki Vice President Legal & Company Secretary
Place: Pune Place: Mumbai
Date: 26th July 2017 Date: 26th July 2017

Contribution of each of the subsidiary to the overall performance of the Company.

Name of Subsidiary Company/ Joint Venture Company
Subsidiary Company Joint Venture Company
Particulars Shouri Properties Private Limited Swanston Multiplex Cinemas Private
Limited (SMCPL)
Total Revenues contribution (%) Nil Nil
EBIDTA contribution (%) (0.01) Nil
Net Profit Contribution (%) 0.17 0.27
Gross Block contribution (%) Nil Nil
Net Worth contribution (%) 0.14 0.01