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Cineline India Ltd.

BSE: 532807 Sector: Media
NSE: CINELINE ISIN Code: INE704H01022
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VOLUME 25467
52-Week high 174.75
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Buy Price 0.00
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OPEN 116.75
CLOSE 110.40
VOLUME 25467
52-Week high 174.75
52-Week low 82.10
P/E
Mkt Cap.(Rs cr) 368
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Cineline India Ltd. (CINELINE) - Director Report

Company director report

To

The Members of

Cineline India Limited

Your Directors have pleasure in presenting their Twentieth AnnualReport together with the Audited Accounts and Auditors Report of the Company for the Yearended March 312022.

1. FINANCIAL HIGHLIGHTS:

Particulars Standalone Consolidated(Rs. In Lacs)
March 31 2022 March 31 2021 March 31 2022 March 31 2021
Gross Income 2477.60 4366.56 5013.69 5440.80
Profit before Interest Depreciation 1567.93 3460.40 1648.66 3782.92
and tax
Interest & Financial Charges 2020.45 1910.32 3498.60 2225.70
Depreciation/ Amortisation 627.67 396.99 1924.30 793.64
Profit/(loss) before tax (1080.19) 1153.09 (3774.24) 763.58
Provision for Tax (including Deferred) (342.53) 360.73 (227.83) 284.94
Profit/(loss) after Tax (737.66) 792.36 (3546.41) 478.64
Less: Profit/(Loss) attributable to Non- - - - -
Controlling Interest
Add: Surplus brought forward from 7957.46 7162.94 7594.95 7161.40
previous year
Amount available for Appropriation 7219.80 7955.30 4048.54 7640.04
Appropriation:
Other comprehensive income / (loss)* (0.23) 2.16 3.76 2.20
Transfer to Furniture & Fixtures - - (85.68) (47.27)
Reserve
Surplus Carried to Balance Sheet 7219.57 7957.46 3966.63 7594.95

Note: Figures are regrouped wherever necessary to make theinformation comparable

REVIEW OF MARKET BUSINESS AND OPERATION :

Gross revenues of the Company for the Financial Year 2021-22 stood atRs. 2477.60 Lacs. Profit before interest depreciation and taxation stood at Rs. 1567.93Lacs. After providing depreciation of Rs. 627.67 Lacs and tax reversal of Rs. 342.53 Lacsthe net loss of the Company for the year were placed at Rs. 737.66 Lacs as against profitof Rs. 792.36 Lacs in the previous year.

2. DIVIDEND:

With a view to conserve the resources for future operations yourDirectors have thought it prudent not to recommend dividend on equity shares for thefinancial year 2021-22.

3. TRANSFER TO RESERVES:

During the year no amount was transferred to General Reserve.

4. FINANCE:

Cash and cash equivalents as at March 31 2022 were Rs. 2520.94 Lacs.The Company continues to focus on judicious management of its working capitalreceivables inventories and other working capital parameters were kept under strict checkthrough continuous monitoring.

5. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:

Your Company has three wholly owned subsidiary being "TransquareRealty Private Limited" "Cineline Realty Private Limited" and "CinelineIndustries Private Limited" and one stepdown Subsidiary Company being"R&H Spaces Private Limited". There are no associate companies or jointventure companies within the meaning of Section 2(6) of the Companies Act 2013("Act").

Pursuant to the provisions of Section 129(3) of the Act a statementcontaining the salient features of financial statements of the Company's subsidiary inForm AOC- 1 forms part of this report as Annexure 1. The financial statements of all theabove mentioned subsidiaries have been considered in the annual audited consolidatedfinancial results of the Company.

Further pursuant to the provisions of Section 136 of the Act thefinancial statements of the Company consolidated financial statements along with relevantdocuments and separate audited financial statements in respect of subsidiary areavailable on the website of the Company at www.moviemax.co.in

Further in terms of Regulation 24 of SEBI (Listing Obligations andDisclosure Requirements) regulations 2015 R&H Spaces Private Limited has become amaterial subsidiary of the Company and accordingly Mr. Shantilal Haria was appointed asan additional Independent director on the Board of R&H Spaces Private Limited w.e.f14th February 2022. Policy for determining material subsidiary is available atwww.moviemax.co.in.

6. SHARE CAPITAL:

The paid up equity share capital as on March 31 2022 was Rs.150489510/-. During the year the Company has neither issued shares with differentialvoting rights nor granted stock options or sweat equity.

7. PREFERENTIAL ISSUE:

A. WARRANTS:

The Board of Directors at its meeting held on August 05 2021 approvedpreferential issue of upto 1468532 warrants ("Warrants") eachconvertible into or exchangeable for one equity share within the period of 18 months ata price of ?71.50/- (Indian Rupees Seventy One and Fifty Paise Only) each ("WarrantIssue Price") aggregating upto ?105000038/- (Indian Rupees Ten Crores FiftyLakhs Thirty Eight Only) ("Total Warrant Issue Size") to certain members of thepromoter group of the Company ("Warrant Holder(s)") in accordance withthe provisions of Section 42 and Section 62(1)(c) of the Act read with Companies(Prospectus and Allotment of Securities) Rules 2014 Chapter V of Securities and ExchangeBoard of India (Issue of Capital and Disclosure Requirements) Regulations 2018 ListingRegulations and such other acts / rules / regulations as may be applicable. The saidpreferential issue was also approved by the shareholders of the Company at their AnnualGeneral Meeting held on 03rd September 2021 and in-principle approvals were received fromthe BSE Limited vide its letter No. DCS/ PREF/JR/PRE/1473/2021-22 dated 15th September2021 and National Stock Exchange of India Limited vide its letter No. NSE/LIST/28130 dated16th September 2021. The details of the issue are as under:

Issue size Preferential Issue of upto 1468532 warrants at an Issue price of ?71.50/- each aggregating to ?105000038/-
Conversion Each warrant convertible into one fully paid up equity share of ' 5 each
Payment terms 25% (?17.88/- per warrant) to be called upfront; and balance 75% (?53.62/- per warrant) on exercising the conversion option within 18 months from the date of allotment.

The said Warrants were allotted to the Warrant Holders as listed belowby the Board of Directors in their meeting held on 23rd September 2021

Sr. Name of the Warrant No. Allottees Number of Warrants to be allotted
1. Ashish Rasesh Kanakia 367133
2. Niyati Rasesh Kanakia 367133
3. Vrutant Himanshu Kanakia 367133
4. Vrusti Benefit Trust 367133
Total 1468532

B. EQUITY SHARES:

The Board of Directors at its meeting held on August 05 2021 approvedpreferential issue of 2097902 fully paid up Equity Shares ("Equity Shares")at a price of ?71.50/- (Indian Rupees Seventy One and Fifty Paise Only) ("EquityShare Issue Price") comprising of face value of Rs. 5/- (Indian Rupees Five only)each and premium of Rs. 66.50/- (Indian Rupees Sixty-six and Fifty paise only) each to OneUp Financial Consultants Private Limited non-promoter group member of the Company ("EquityHolder" / "Allottee") in accordance with the provisions of Section 42and Section 62(1)(c) of the Act read with Companies (Prospectus and Allotment ofSecurities) Rules 2014 Chapter V of Securities and Exchange Board of India (Issue ofCapital and Disclosure Requirements) Regulations 2018 Listing Regulations and such otheracts / rules / regulations as may be applicable.

The said preferential issue was also approved by the shareholders ofthe Company at their Annual General Meeting held on 03rd September 2021 and in-principleapprovals were received from the BSE Limited vide its letter No.DCS/PREF/JR/PRE/1473/2021-22 dated 15th September 2021 and National Stock Exchange ofIndia Limited vide its letter No. NSE/LIST/28130 dated 16th September 2021.

Further the Listing Approvals were received from the BSE Limited videits letter No. LOD/PREF/KK/FIP/1597/2021- 22 dated 25th October 2021 and National StockExchange of India Limited vide its letter No. NSE/LIST/28560 dated 14th October 2021 andthe Trading Approvals were received from the BSE Limited vide its letter No. LOD/PREF/TP/KK/12888/2021-22 dated 08th November 2021 and National Stock Exchange of IndiaLimited vide its letter No. NSE/LIST/ 28911 dated 08th November 2021.

8. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY:

No material changes and commitments affecting the financial position ofthe Company have occurred between the end of the financial year to which the financialstatements relate and the date of this Director's Report.

9. PUBLIC DEPOSIT:

Your Company has not accepted any public deposits within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.

10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its futureoperations.

11. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report covering a wide range ofissues relating to Performance outlook etc. is annexed as Annexure-A to this report.

12. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of theCorporate Governance aligned with the best practices. Pursuant to applicable provisions ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a detailedreport on Corporate Governance forms a part of this Report. The Company is in compliancewith the various requirements and disclosures that have to be made in this regard. Thedetailed report on Corporate Governance as stipulated under Regulation 34(3) read withSchedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is annexed as Annexure-B to this report. A Certificate from the Secretarial Auditorconfirming compliance of the conditions of Corporate Governance as stipulated underSchedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is annexed as Annexure-C to this report.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

13.1 Directors:

Your Company has Six (6) Directors consisting of Whole Time DirectorManaging Director Executive Director and Three (3) Independent Directors as on31.03.2022.

In accordance with the provisions of Section 152 of the Companies Act2013 and the Company's Articles of Association Mr. Rasesh Kanakia Director of theCompany retires by rotation at the forthcoming Annual General Meeting and being eligibleoffers himself for reappointment. The Board recommends his re-appointment for theconsideration of the Members of the Company at the ensuing Annual General Meeting.

During the financial year 2021-22 there is no change in the Board ofDirectors of the Company.

13.2 Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company for theyear:

Annual Ronnrt 9091.99 Q

Sr. Name of the Person No. Designation
1 Mr. Himanshu Kanakia Managing Director
2 Mr. Vipul Parekh Chief Financial Officer
3 Mrs. Rashmi Shah Company Secretary

14. DECLARATION GIVEN BY INDEPENDENT DIRECTOR:

All Independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

INDEPENDENT DIRECTORS' MEETING

The Independent Directors met on 14th February 2022 inter alia to

a) review the performance of the Non-Independent Directors and theBoard of Directors as a whole;

b) review the performance of the Chairman of the Company taking intoaccount the views of Executive Directors and Non-Executive Directors

c) assess the quality content and timeliness of the flow ofinformation between the Company Management and the Board that is necessary for the Boardto effectively and reasonably perform its duties

15. MEETINGS:

During the year the Board met 6 (Six) times. The details of which aregiven in the Corporate Governance Report which forms part of Annual Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 and the SEBI (Listing Obligation & Disclosure Requirements) Regulations2015.

16. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable mandatory SecretarialStandards issued by the Institute of Company Sectaries of India.

17. DIRECTOR'S RESPONSIBILITY STATEMENT:

The financial statements are prepared in accordance with IndianAccounting Standards (Ind AS) under the historical cost convention on accrual basis exceptfor certain financial instruments which are measured at fair values the provisions ofthe Act (to the extent notified) and guidelines issued by the Securities and ExchangeBoard of India (SEBI). The Ind AS are prescribed under Section 133 of the Companies Act2013 ('the Act') read with Rule 3 of the Companies (Indian Accounting Standards) Rules2015 and Companies (Indian Accounting Standards) Amendment Rules 2016. The Company hasadopted all the Ind AS standards and the adoption was carried out in accordance withapplicable transition guidance. Accounting policies have been consistently applied exceptwhere a newly issued accounting standard is initially adopted or a revision to an existingaccounting standard requires a change in the accounting policy hitherto in use.

In terms of Section 134(5) of the Companies Act 2013 the directorswould like to state that:

a) In the preparation of the annual accounts for the year ended31-03-2022 the applicable accounting standards have been followed.

b) The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that were reasonable and prudent so asto give 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.

c) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

d) The Directors have prepared the annual accounts on a going concernbasis.

e) The Directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

f) The Directors had devised proper system to ensure compliance withthe provisions of all applicable laws and that such system were adequate and operatingeffectively.

18. COMMITTIES OF THE BOARD:

The Board of Directors of your Company has constituted variousCommittees as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Securities Allotment Committee

The details with respect to the composition powers roles terms ofreference number of meetings held attendance at the meetings etc. of StatutoryCommittees are given in detail in the Corporate Governance Report.

19. AUDIT COMMITTEE:

The Audit Committee of the Board has been constituted in terms of SEBI(Listing Obligation & Disclosure Requirements) Regulations 2015 and Section 177 ofthe Companies Act 2013. The constitution and other relevant details of the AuditCommittee are given in the Corporate Governance Report. All the recommendations made bythe Audit Committee were accepted by the Board of Directors.

20. PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Companies Act 2013 and Regulation4(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theBoard has carried out an evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit Nomination & RemunerationCommittees. A structured questionnaire was prepared after taking into consideration inputsreceived from the Directors covering various aspects of the Board's functioning such asadequacy of the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

The performance evaluation of the Independent Directors was carried outby the entire Board. The performance evaluation of the Chairman and the Non IndependentDirectors was carried out by the Independent Directors. The Board of Directors expressedtheir satisfaction with the evaluation process based on the recommendation of theNomination & Remuneration Committee.

Further The Securities and Exchange Board of India ('SEBI') videcircular no. SEBI/HO/CFD/ CMD/ CIR/P/2017/004 dated January 05 2017 had come up with a"Guidance Note on Board Evaluation". The Board Evaluation framework of theCompany is aligning with this Guidance Note.

21. FAMILIARIZATION PROGRAMME:

The Familiarization Programme seeks to update the Independent Directorson various matters covering Company's strategy business model operations organizationstructure finance risk management etc. It also seeks to update the Independent Directorswith their roles rights responsibilities duties under the Companies Act 2013 and otherstatutes.

The policy and details of familiarization programme imparted to theIndependent Directors of the Company is available at www.moviemax.co.in .

22. POLICY ON DIRECTOR APPOINTMENT AND REMUNERATION:

The Board of Directors has framed a policy which lays down a frameworkin relation to remuneration of Directors Key Managerial Personnel and Senior Managementof the Company. This policy also lays down the criteria for selection and appointment ofBoard members. The Remuneration Policy forms part of this report as Annexure 2.

23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an effective internal control and risk-mitigationsystem which are constantly assessed and strengthened with new/revised standard operatingprocedures. The Company has an Internal Control system commensurate with the size scaleand complexity of its operations. The Internal and operational audit is entrusted to M/sDeloitte Haskins & Sells a reputed firm of Chartered Accountants. Internal controlswere reviewed by designated firm and based on their evaluation it was concluded that theCompany's internal controls are adequate and were operating effectively as of March 312022. The main thrust of internal audit is to test and review controls appraisal of risksand business processes besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews theadequacy and effectiveness of the internal control systems and suggests improvements tostrengthen the same. The Audit Committee of the Board of Directors Statutory Auditors andthe Senior Management are periodically apprised of the internal audit findings andcorrective actions taken. Audit provides a key role in providing assurance to the Board ofDirectors. Significant audit observations and corrective actions taken by the managementare presented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.

24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Loans guarantees and investments covered under Section 186 of theCompanies Act 2013 form part of the Notes to the financial statements provided in thisAnnual Report.

25. RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 your Company hasformulated a Policy on Related Party Transactions which is available on Company's websiteat www.moviemax.co.in. This policy deals with the review and approval of related partytransactions. The Board of Directors of the Company has approved the criteria for givingthe omnibus approval by the Audit Committee within the overall framework of the Policy onRelated Party Transactions.

Omnibus approval was obtained for related party transactions which areof repetitive nature and entered in the ordinary course of business and at arm's lengthbasis. Pursuant to Regulation 23 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 all related party transactions were placed before theAudit Committee on a quarterly basis specifying the nature value and terms &conditions of the transactions for their review and approval.

All related party transactions that were entered into during thefinancial year were on arm's length basis and were in the ordinary course of the business.During the year the Company had not entered into any new contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the company on a materiality of related party transactions. During the year thecompany has not entered into any contracts / arrangements / transactions with relatedparties which could be considered material in accordance with policy of the Company onmaterial related party transactions or under section 188 (1) of the Act. Accordingly thereare no particulars to report in Form AOC - 2.

26. WHISTLE BLOWER POLICY:

Your Company has formed a Whistle Blower Policy for establishing avigil mechanism for directors and employee to report genuine concerns regarding unethicalbehaviour and mismanagement if any. The said mechanism also provides for strictconfidentiality adequate safeguards against victimization of persons who use suchmechanism and makes provision for direct access to the Chairperson of the Audit Committeein appropriate cases. No personnel have been denied access to the Audit Committeepertaining to the Whistle Blower Policy. The Whistle Blower policy has been posted on theCompany's website www.moviemax.co.in.

27. RISK MANAGEMENT:

Vigil management mechanism is periodically reviewed by the Board. Atpresent the Company has not identified any element of risk which may threaten theexistence of the Company.

28. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Pursuant to section 135 of the Companies Act 2013 the Company hasconstituted a Corporate Social Responsibility Committee and has adopted Corporate SocialResponsibility Policy and link for the same is www.moviemax.co.in. The Report oninformation required to be provided under Section 134(3)(o) of the Companies Act 2013read with the Rule 9 of the Companies (Accounts) Rules 2014 in relation to disclosureabout Corporate Social Responsibility is annexed as Annexure - 3 and forms anintegral part of this Report.

29. AUDITORS:

29.1 Statutory Auditors

Based on the recommendations of the Audit Committee and the Boardmembers of the Company at the Sixteenth AGM held on September 27 2018 have approved theappointment of M/s. KKC & Associates LLP (Formerly Khimji Kunverji & Co LLP)Chartered Accountants (Firm Registration No. 105146W) as the Statutory Auditors of theCompany for a period of five consecutive years i.e. till the conclusion of Twenty-FirstAGM. The requirement of ratification of appointment of Statutory Auditors at every AGM hasbeen omitted pursuant to Companies (Amendment) Act 2017 notified on May 07 2018. ThusM/s. KKC & Associates LLP (Formerly Khimji Kunverji & Co LLP) will continue tohold office till the conclusion of Twenty-First AGM of the Company.

The Auditor's Report on Standalone and Consolidated Ind AS financialstatements is a part of this Annual Report. There has been no qualification reservationadverse remark or disclaimer given by the Auditors in their Report.

During the year the Statutory Auditors had not reported any matterunder Section 143(12) of the Companies Act 2013. Therefore no detail is required to bedisclosed under Section 134(3)(ca) of the Companies Act 2013.

29.2 Secretarial Audit

Pursuant to Section 204 of the Companies Act 2013 your Company hadappointed Mr. Dharmesh Zaveri a Company Secretary in Whole-time Practice havingCertificate of Practice No. 4363 and Membership No. 5418 as its Secretarial Auditor toconduct the secretarial audit of the Company for the Financial Year 2021-22. The Companyprovided all assistance and facilities to the Secretarial Auditor for conducting theiraudit. The Secretarial Audit Report is included as Annexure-4 and forms an integralpart of this report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

During the year the Secretarial Auditors had not reported any matterunder Section 143(12) of the Companies Act 2013. Therefore no detail is required to bedisclosed under Section 134(3)(ca) of the Companies Act 2013.

30. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATIONRESERVATION OR ADVERSE REMARKS MADE IF ANY:

There are no qualifications reservations or adverse remarks ordisclaimers made by the Statutory Auditors on the Financial Statements of the Company intheir report for the financial year ended 31st March 2022.

31. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

Since the Company does not own any manufacturing facility the otherparticulars relating to conservation of energy and technology absorption stipulated in thewith Rule (8)(3) of the Companies (Accounts) Rules 2014 are not applicable to theCompany.

The Company has not made any foreign exchange outgo towards travelingmarketing and import of Capital Goods.

32. SEXUAL HARASSMENT DISCLOSURE:

The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of The Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013. An Internal Complaints Committee has been set upto redress complaints received regarding sexual harassment. During the year no complaintsof sexual harassment were received by the Company and hence there are no Complaintspending as on 31st March 2022.

33. HUMAN CAPITAL AND PARTICULARS OF EMPLOYEES:

Your Company had 42 (including Directors) employees as of March 312022. The statement containing particulars of employees as required under Section 197(12)of the Companies Act 2013 read along with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is not applicable tothe Company as no employees were in receipt of remuneration above the limits specified inRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. The ratio of the remuneration of each Director to the median employee's remunerationand other details in terms of Section 197(12) of the Companies Act 2013 read along withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed herewith as Annexure- 5 and forms part of this Report.

34. STOCK OPTIONS:

Your Company does not have any stock options scheme.

35. CODE OF CONDUCT:

The Board of Directors have approved a Code of Conduct which isapplicable to the Members of the Board and all employees in the course of day to daybusiness operations of the company. The Company believes in "Zero Tolerance"against bribery corruption and unethical dealings/ behaviours of any form and the Boardhas laid down the directives to counter such acts. The Code has been posted on theCompany's website www.moviemax.co.in.

The Code lays down the standard procedure of business conduct which isexpected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel haveconfirmed compliance with the Code.

36. PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy inaccordance with requirements of SEBI (Prohibition of Insider Trading) Regulations 2015.The Insider Trading Policy of the Company lays down guidelines and procedures to befollowed and disclosures to be made while dealing with shares of the Company as well asthe consequences of violation. The Policy has been formulated to regulate monitor andensure reporting of deals by employees and to maintain the highest ethical standards ofdealing in Company Securities.

The Insider Trading Policy of the Company covering code of practicesand procedures for fair disclosure of unpublished price sensitive information and code ofconduct for the prevention of insider trading is available on the Company's websitewww.moviemax.co.in

The Board has approved and adopted revised Code of Conduct forprohibition of Insider Trading and Code for fair Disclosure pursuant to the requirementsof SEBI (Prohibition of Insider Trading) (Amendment) Regulation 2018 with effect from26th December 2019.

37. APPLICABILTIY OF COST RECORDS:

Pursuant to Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 the activity of your Company falls underNonregulated sectors and hence maintenance of cost record is not applicable to theCompany for the Financial Year 2021-22.

38. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act 2013 readwith the IEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 ("theIEPF Rules") all unpaid or unclaimed dividends are required to be transferred by theCompany to the IEPF established by the Government of India after the completion of sevenyears. Further according to the IEPF Rules the shares on which dividend has not beenpaid or claimed by the shareholders for seven consecutive years or more shall also betransferred to the demat account of the IEPF Authority. The details of shares anddividends transferred to IEPF by the Company during the year are available atwww.moviemax.co.in. Year-wise amounts of unpaid / unclaimed dividends lying in the unpaidaccount upto the year and the corresponding shares which are liable to be transferred areavailable on our website at www.moviemax.co.in. The Company intimates concernedshareholders and issues public notice in respect of shares to be transferred to IEPF inthe newspaper on timely basis.

39. OTHER INFORMATION / DISCLOSURES

There are no significant material orders passed by the RegulatorCourts or Tribunal which would impact the going concern status of the Company and itsfuture operations.

There have been no material changes and commitments affecting thefinancial position of the Company occurred between end of financial year and date of thisReport.

In accordance with section 134(3)(a) and section 92(3) of the Act anannual return as at 31 March 2022 in Form MGT- 7 is posted in section of investorscorporate governance on the Company's website or link www.moviemax.co.in.

Wherever applicable refer the Company's website www.moviemax.co.in orrelevant details will be provided to the members on written request to the CompanySecretary.

40. APPRECIATION

Your Company has been able to perform better with the continuousimprovement in all functions and areas which coupled with an efficient utilization of theCompany's resources led to sustainable and profitable growth of the Organization. YourDirectors express their deep sense of appreciation and extend their sincere thanks toevery employee and associates for their dedicated and sustained contribution and they lookforward the continuance of the same in future.

41. ACKNOWLEDGEMENTS:

Your Board takes this opportunity to thank our clients businesspartners shareholders and bankers for the faith

reposed in the Company and also thank the Government of India variousregulatory authorities and agencies for their support and looks forward to their continuedencouragement. Your Directors are deeply touched by the efforts sincerity and loyaltydisplayed by the employees without whom the growth was unattainable. Your Directors

wish to thank the investors and shareholders for placing immense faithin them and the plans designed for growth of your Company. Your Directors seek and lookforward to the same support in future and hope that they can continue to satisfy you inthe years to come.

For and on behalf of the Board of Directors
Date : 27th May 2022 Place: Mumbai Rasesh Kanakia Chairman (DIN: 00015857)

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