You are here » Home » Companies » Company Overview » Cineline India Ltd

Cineline India Ltd.

BSE: 532807 Sector: Media
NSE: CINELINE ISIN Code: INE704H01022
BSE 00:00 | 08 Aug 153.40 5.75
(3.89%)
OPEN

147.65

HIGH

153.85

LOW

147.45

NSE 00:00 | 08 Aug 151.75
(%)
OPEN

148.05

HIGH

153.40

LOW

147.35

OPEN 147.65
PREVIOUS CLOSE 147.65
VOLUME 5486
52-Week high 174.75
52-Week low 74.15
P/E
Mkt Cap.(Rs cr) 484
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 147.65
CLOSE 147.65
VOLUME 5486
52-Week high 174.75
52-Week low 74.15
P/E
Mkt Cap.(Rs cr) 484
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 Nineteenth Annual Report together withthe Audited Accounts and Auditors Report of the Company for the Year ended March 31 2021.

1. FINANCIAL RESULTS:

Particulars

Standalone(Rs. In Lacs)

Consolidated(Rs. In Lacs)

March 31 2021 March 31 2020 March 31 2021 March 31 2020
Gross Income 4366.56 4221.01 5440.80 4221.01
Profit before Interest Depreciation and tax 3460.40 3340.27 3782.92 3339.43
Interest & Financial Charges 1910.32 1834.43 2225.70 1834.43
Depreciation/ Amortisation 396.99 542.48 793.64 542.48
Profit/(loss) before tax 1153.09 963.36 763.58 962.52
Provision for Tax (including Deferred) 360.73 199.23 284.94 199.23
Profit/(loss) after Tax 792.36 764.13 478.64 763.29
Less: Profit/(Loss) attributable to Non- Controlling Interest - - - -
Add: Surplus brought forward from previous year 7162.94 6397.81 7161.40 6397.10
Amount available for Appropriation 7955.31 7161.94 7640.04 7160.39
Appropriation:
Other comprehensive income / (loss)* 2.16 1.01 2.19 1.01
Transfer to Furniture & Fixtures - - (47.27) -
Reserve
Surplus Carried to Balance Sheet 7957.46 7162.94 7594.95 7161.40

Note: Figures are regrouped wherever necessary to make the information comparable.

OPERATIONAL REVIEW:

Gross revenues of the Company for the Financial Year 2020-21 stood at Rs. 4366.56 Lacs.Profit before interest depreciation and taxation stood at Rs. 3460.40 Lacs. Afterproviding for depreciation and taxation of Rs. 396.99 Lacs and Rs. 1910.32 Lacsrespectively the net profit of the Company for the year were placed at Rs. 1153.09 Lacsas against Rs. 963.36 Lacs in the previous year.

2. DIVIDEND:

With a view to conserve the resources for future operations your Directors havethought it prudent not to recommend dividend on equity shares for the financial year2020-21.

3. TRANSFER TO RESERVES:

During the year no amount was transferred to General Reserve.

4. SHARE CAPITAL:

The paid up equity share capital as on March 31 2021 was Rs. 1400 Lacs. During theyear the Company has neither issued shares with differential voting rights nor grantedstock options nor sweat equity.

5. FINANCE:

Cash and cash equivalents as at March 31 2021 were Rs. 963.73 Lacs. The Companycontinues to focus on judicious management of its working capital receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.

There is no audit qualification in the financial by the statutory auditors for theyear.

6. ANNUAL RETURN:

The Annual Return of the Company is available on the website of the Company athttp://www.cineline.co.in/ Annualreport.html

7. SUBSIDIARY COMPANIES:

Your Company has three wholly owned subsidiary being

"Transquare Realty Private Limited" "Cineline Realty PrivateLimited" and "Cineline Industries Private Limited" and one ultimateSubsidiary Company being "R&H Spaces Private Limited". There are noassociate companies or joint venture companies within the meaning of Section 2(6) of theCompanies Act 2013 ("Act").

Cineline Realty Private Limited and Cineline Industries Private Limited wereincorporated as wholly owned subsidiary during the year.

Pursuant to the provisions of Section 129(3) of the Act a statement containing thesalient features of financial statements of the Company’s subsidiary in Form AOC-1forms part of this report as Annexure 1.

Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited financial statements in respect of subsidiary are available on thewebsite of the Company at www.cineline.co.in

8. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY:

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year to which the financial statementsrelate and the date of this Director’s Report.

9. PUBLIC DEPOSIT:

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

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

There are no significant and material orders passed by the regulators / courts thatwould impact the going statements concern status of the Company and its future operations.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

11.1 Directors:

Your Company has Six (6) Directors consisting of Whole Time Director ManagingDirector Executive Director and Three (3) Independent Directors as on 31.03.2021.

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany’s Articles of Association Mr. Himanshu Kanakia Whole Time Director retiresby rotation at the forthcoming Annual General Meeting and being eligible offers himselffor reappointment. The Board recommends his re-appointment for the consideration of theMembers of the Company at the ensuing Annual General Meeting.

During the financial year 2020-21 there is no change in the Board of Directors of theCompany.

11.2 Key Managerial Personnel:

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

Sr. Name of the Person Designation
1 Mr. Himanshu Kanakia Managing Director
2 Mr. Vipul Parekh Chief Financial Officer
3 Mrs. Rashmi Shah* Company Secretary

*During the year Mr. Jatin Shah resigned as Company

Secretary & Compliance officer of the Company with effect from 30th September 2020and Mrs. Rashmi Shah was appointed as Company Secretary & Compliance officer of thecompany with effect from 11th November 2020.

12. DECLARATION GIVEN BY INDEPENDENT DIRECTOR:

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

INDEPENDENT DIRECTORS’ MEETING

The Independent Directors met on 01st March 2021 inter alia to

a) review the performance of the Non-Independent Directors and the Board of Directorsas a whole;

b) review the performance of the Chairman of the Company taking into account the viewsof Executive Directors and Non-Executive Directors;

c) assess the quality content and timeliness of the flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform its duties.

13. MEETINGS:

During the year the Board met 7 (Seven) times. The details of which are given in theCorporate Governance Report which forms part of Annual Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013 and the SEBI(Listing Obligation & Disclosure Requirements) Regulations 2015.

14. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable mandatory Secretarial Standards issued bythe Institute of Company Secretary of India.

15. DIRECTOR’S RESPONSIBILITY STATEMENT:

The financial statements are prepared in accordance with Indian Accounting Standards(Ind AS) under the historical cost convention on accrual basis except for certainfinancial instruments which are measured at fair values the provisions of the Act (tothe extent notified) and guidelines issued by the Securities and Exchange Board of India(SEBI). The Ind AS are prescribed under Section 133 of the Companies Act 2013 (‘theAct’) read with Rule 3 of the Companies (Indian Accounting Standards) Rules 2015and Companies (Indian Accounting Standards) Amendment Rules 2016. The Company has adoptedall the Ind AS standards and the adoption was carried out in accordance with applicabletransition guidance. Accounting policies have been consistently applied except where anewly 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 directors would like tostate that:

a) In the preparation of the annual accounts for the year ended 31-03-2021 theapplicable accounting standards have been followed.

b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 or loss of the Company for the year.

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this 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 had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

f) The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

16. COMMITTIES OF THE BOARD:

The Board of Directors of your Company has constituted various Committees as follows:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

The details with respect to the composition powers roles terms of reference numberof meetings held attendance at the meetings etc. of Statutory Committees are given indetail in the Corporate Governance Report.

17. AUDIT COMMITTEE:

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

18. PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Companies Act 2013 and Regulation 4(2)(f) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration Committees. Astructured questionnaire was prepared after taking into consideration inputs received fromthe Directors covering various aspects of the Board’s functioning such as adequacyof 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 out by the entireBoard. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors.

The Board of Directors expressed their satisfaction with the evaluation process basedon the recommendation of the Nomination & Remuneration Committee.

Further The Securities and Exchange Board of India (‘SEBI’) vide circularno. 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.

19. FAMILIARIZATION PROGRAMME:

The Familiarization Programme seeks to update the Independent Directors on variousmatters 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 the IndependentDirectors of the Company is available at (www.cineline.co.in).

20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany has an Internal Control system commensurate with the size scale and complexityof its operations. The Internal and operational audit is entrusted to M/s Deloitte Haskins& Sells a reputed firm of Chartered Accountants. Internal controls were reviewed bydesignated firm and based on their evaluation it was concluded that the Company’sinternal controls are adequate and were operating effectively as of March 31 2021. Themain thrust of internal audit is to test and review controls appraisal of risks andbusiness processes besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Audit Committee of the Board of Directors Statutory Auditors and the SeniorManagement are periodically apprised of the internal audit findings and corrective actionstaken. Audit provides a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.

21. STOCK OPTIONS:

Your Company does not have any stock options scheme.

22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

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

23. RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act

2013 and SEBI (Listing Obligations and Disclosure

Requirements) Regulations 2015 your Company has formulated a Policy on Related PartyTransactions which is available on Company’s website at www.cineline.co.in Thispolicy deals with the review and approval of related party transactions. The Board ofDirectors of the Company has approved the criteria for giving the omnibus approval by theAudit Committee within the overall framework of the Policy on Related Party Transactions.

Omnibus approval was obtained for related party transactions which are of repetitivenature and entered in the ordinary course of business and at arm’s length basis.Pursuant to Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 all related party transactions were placed before the Audit Committeeon a quarterly basis specifying the nature value and terms & conditions of thetransactions for their review and approval.

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. During the yearthe Company had not entered into any new contract / arrangement / transaction with relatedparties which could be considered material in accordance with the policy of the company ona materiality of related party transactions. Particulars of contracts or arrangements withrelated parties referred to in Section 188(1) of the Companies Act 2013 in theprescribed form AOC-2 and are appended as Annexure 2 to this report.

24. POLICY ON DIRECTOR APPOINTMENT AND REMUNERATION:

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down the criteria for selection and appointment of Board members.

The Remuneration Policy forms part of this report as

Annexure 3.

25. WHISTLE BLOWER POLICY:

Your Company has formed a Whistle Blower Policy for establishing a vigil mechanism fordirectors and employee to report genuine concerns regarding unethical behaviour andmismanagement if any. The said mechanism also provides for strict confidentialityadequate safeguards against victimization of persons who use such mechanism and makesprovision for direct access to the Chairperson of the Audit Committee in appropriatecases.

No personnel have been denied access to the Audit Committee pertaining to the WhistleBlower Policy. The Whistle Blower policy has been posted on the Company’s websitewww.cineline.co.in

26. RISK MANAGEMENT:

Vigil management mechanism is periodically reviewed by the Board. At present theCompany has not identifiedany element of risk which may threaten the existence of theCompany.

27. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Pursuant to section 135 of the Companies Act 2013 the Company has constituted aCorporate Social Responsibility Committee and has adopted Corporate Social ResponsibilityPolicy and link for the same is www. cineline.co.in The Report on information required tobe provided under Section 134(3)(o) of the Companies Act 2013 read with the Rule 9 of theCompanies (Accounts) Rules 2014 in relation to disclosure about Corporate SocialResponsibility is annexed as Annexure - 4 and forms an integral part of thisReport.

28. MANAGEMENT DISCUSSION AND ANALYSIS:

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

29. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of the Corporate Governance.The detailed report on Corporate Governance as stipulated under Regulation 34(3) read withSchedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms Annexure-B to this report. A Certificate the Practising Company Secretaryconfirming 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.

30. AUDITORS:

30.1 Statutory Auditors

Based on the recommendations of the Audit Committee and the Board members of theCompany at the Sixteenth AGM held on September 27 2018 have approved the appointment ofM/s. Khimji Kunverji & Co. Chartered Accountants (Firm Registration No. 105146W) asthe Statutory Auditors of the Company for a period of five consecutive years i.e. till theconclusion of Twenty-First AGM. The requirement of ratification of appointment ofStatutory Auditors at every AGM has been omitted pursuant to Companies (Amendment) Act2017 notified on May 07 2018. Thus M/s. Khimji Kunverji & Co. will continue to holdoffice till the conclusion of Twenty-First AGM of the Company.

The Auditor’s Report on Standalone and Consolidated Ind AS financial statements isa part of this Annual Report. There has been no qualification reservation adverse remarkor disclaimer given by the Auditors in their Report.

During the year the Statutory Auditors had not reported any matter under Section143(12) of the Companies Act 2013. Therefore no detail is required to be disclosed underSection 134(3)(ca) of the Companies Act 2013.

30.2 Secretarial Audit

Pursuant to Section 204 of the Companies Act 2013 your Company had appointed Mr.Dharmesh Zaveri a Company Secretary in Whole-time Practice having No. Certificate 5418 asits Secretarial Auditor to conduct the secretarial audit of the Company for the FinancialYear 2020-21.

The Company provided all assistance and facilities to the Secretarial Auditor forconducting their audit. The Secretarial Audit Report is included as Annexure-5 andforms an integral part of this report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.

During the year the Secretarial Auditors had not reported any matter under Section143(12) of the Companies Act 2013. Therefore no detail is required to be disclosed underSection 134(3)(ca) of the Companies Act 2013.

31. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION RESERVATION ORADVERSE REMARKS MADE IF ANY:

There are no qualifications reservations or adverse remarks or disclaimers made by theStatutory Auditors on the Financial Statements of the Company in their report for thefinancial year ended 31st March 2021.

32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

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

The Company has not made any foreign exchange outgo towards traveling marketing andimport of Capital Goods.

33. SEXUAL HARASSMENT DISCLOSURE:

The Company has in place an Anti-Sexual Harassment

Policy in line with the requirements of The Sexual Harassment of Women at the Workplace(Prevention Prohibition & Redressal) Act 2013. An Internal Complaints Committee hasbeen set up to redress complaints received regarding sexual harassment. During the year nocomplaints of sexual harassment were received by the Company and hence there are noComplaints pending as on 31st March 2021.

34. HUMAN CAPITAL AND PARTICULARS OF EMPLOYEES:

Your Company had 27 (including Directors) employees as of March 31 2021. The statementcontaining particulars of employees as required under Section 197(12) of the CompaniesAct 2013 read along with Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not applicable to the Company as noemployees were in receipt of remuneration above the limits specified in Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The ratio ofthe remuneration of each Director to the median employee’s remuneration and otherdetails in terms of Section 197(12) of the Companies Act 2013 read along with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed herewith as Annexure- 6 and forms part of this Report.

35. 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 Company believes in "Zero Tolerance" against briberycorruption and unethical dealings/ behaviours of any form and the Board has laid down thedirectives to counter such acts. The Code has been posted on the Company’s websitewww.cineline. co.in

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.

36. PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance withrequirements 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 practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on the Company’s websitewww.cineline.co.in

The Board has approved and adopted revised Code of Conduct for prohibition of InsiderTrading and Code for fair Disclosure pursuant to the requirements of SEBI (Prohibition ofInsider Trading) (Amendment) Regulation 2018 with effect from 26th December 2019.

37. APPLICABILTIY OF COST RECORDS:

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 the activity of your Company falls under Non-regulatedsectors and hence maintenance of cost record is not applicable to the Company for theFinancial Year 2020-21.

38. APPRECIATION

Your Company has been able to perform better with the continuous improvement in allfunctions and areas which coupled with an efficient utilization of the Company’sresources led to sustainable and profitable growth of the Organization. Your Directorsexpress their deep sense of appreciation and extend their sincere thanks to every employeeand associates for their dedicated and sustained contribution and they look forward thecontinuance of the same in future.

39. ACKNOWLEDGEMENTS:

Your Board takes this opportunity to thank our clients business partnersshareholders and bankers for the faith reposed in the Company and also thank theGovernment of India various regulatory authorities and agencies for their support andlooks forward to their continued encouragement. Your Directors are deeply touched by theefforts sincerity and loyalty displayed by the employees without whom the growth wasunattainable. Your Directors wish to thank the investors and shareholders for placingimmense faith in them and the plans designed for growth of your Company. Your Directorsseek and look forward to the same support in future and hope that they can continue tosatisfy you in the years to come.

For and on behalf

of the Board of Directors

Rasesh Kanakia

Chairman

(DIN: 00015857)

Date : 10th June 2021

Place: Mumbai

.