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Cinevista Ltd.

BSE: 532324 Sector: Media
NSE: CINEVISTA ISIN Code: INE039B01026
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OPEN 14.21
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VOLUME 414
52-Week high 24.48
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P/E
Mkt Cap.(Rs cr) 77
Buy Price 0.00
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OPEN 14.21
CLOSE 13.22
VOLUME 414
52-Week high 24.48
52-Week low 9.85
P/E
Mkt Cap.(Rs cr) 77
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Cinevista Ltd. (CINEVISTA) - Director Report

Company director report

TO THE MEMBERS

Your Directors have pleasure in submitting the Twenty Fourth Annual Report of yourCompany together with the Audited Accounts for the year ended 31 st March 2021.

1. FINANCIAL RESULTS

(Rs. in lacs)

STANDALONE 2020-21 2019-20
Income from Operations 83.80 2255.00
Operating Expenditure 967.04 2037.37
Depreciation and Amortisation 79.68 94.50
Operating Profit (962.92) 123.13
Other Income 431.10 9.82
Profit before Finance Costs (531.82) 132.95
Finance Costs 422.11 437.13
Profit after Finance Costs but before Tax (953.93) (304.18)
Tax Expenses (0.20) (2.92)
Net Profit / Loss After Tax (954.14) (307.10)

Financial and Operational Review:

The Company has earned a gross income of Rs.83.80 lakh for the financial year 2020-21as compared to Rs. 2255 lakh in the previous year recording a decrease of Rs 2171.2 lakh.

The Company has incurred the net losses of Rs. 955.01 lakh for the year as compared tonet losses of Rs. 307.10 lakh in the previous year.

Interest expenditure for the year under review has marginally decreased by Rs. 15.02lakh as compared to the previous year. Depreciation during the year has recorded amarginal decrease by Rs. 14.82 lakh as compared to the previous year.

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

2. SHARE CAPITAL:

The Company's paid up capital is Rs. 114872950 with accumulated Reserves &Surplus of Rs. 377835630/-

There was no public issue rights issue bonus issue or preferential issue etc. duringthe year under review. The Company has not issued shares with differential voting rightsor sweat equity shares. It has not granted any stock options.

Transfer / Transmission of Shares

The Company has complied with all necessary compliances as required under SEBI(Prohibition of Insider Regulations) and Listing Regulations 2015

3. CHANGES IN CAPITAL STRUCTURE

There has been no change in the capital structure during the year under review. Therewas no public issue rights issue bonus issue or preferential issue etc. during the yearunder review. The Company has not issued shares with differential voting rights or sweatequity shares. It has not granted any stock options.

4. TRANSFER TO RESERVES

The amounts decreased in the reserves during the year on account of the losses are Rs.95500538.44 as compared to the previous year decrease on account of losses Rs.30710095 14

5. DIVIDEND

On account of heavy losses Your Directors do not propose any dividend for the yearended 31st March 2021.

6. EMERGENCE OF COVID-19

Towards the end of the financial year the World Health Organisation (WHO) declaredCovid-19 a pandemic and the outbreak which infected millions has resulted in deaths of asignificant number of people globally. Covid-19 is seen having an unprecedented impact onpeople and economies worldwide.

The Company is taking all necessary measures in terms of mitigating the impact of thechallenges being faced in the business. The Company is working towards being resilient inorder to sail through the current situation. It is focused on controlling the fixed costsmaintaining liquidity and closely monitoring the supply chain to ensure that themanufacturing facilities operate smoothly.

The Ministry of Home Affairs Government of India on March 24 2020 notified the firstever nationwide lockdown in India to contain the outbreak of Covid-19 pandemic. Wth theCovid-19 pandemic impacting people across the globe socially and economically yourCompany also witnessed severe disruption in its operations which tapered the annualperformance of your Company. Our operations have been impacted by the various pandemicrelated developments and sustained restrictions adversely affected activities across theeconomic ecosystem. Significant measures were implemented to ensure safety of colleaguesand associates

The Company operates its business in conformity with the highest ethical and moralstandards and employee centricity. In view of the outbreak of the pandemic the Companyundertook timely and essential measures to ensure the safety and well-being of itsemployees. The office based employees were allowed to work from home by providing adequatedigital and other assistance. The Company observed all the government advisories andguidelines thoroughly and in good faith.

Despite the uncertainty over the near term outlook India is expected to return to astrong growth trajectory. While we cannot predict how quickly we will see the back of thiscrisis there is reason to believe that we will see a transition out of this pandemicphase. And when it does abate we would rebound strongly. We are confident that thebusiness has the expertise and importantly the resilience to weather this crisis.

7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

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

8. 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 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.

The internal financial controls with reference to the financial statements wereadequate and operating effectively

9. FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on March 312021 has been prepared in accordance with the Indian AccountingStandards (Ind AS) notified under Section 133 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 as amended from time to time. The estimates andjudgements relating to the Financial Statements are made on a prudent basis so as toreflect in a true and fair manner the form and substance of transactions and reasonablypresent the Company's state of affairs profits and cash flows for the year ended March312021. The Notes to the Financial Statements adequately cover the standalone andconsolidated Audited Statements and form an integral part of this Report

10. BOARD OF DIRECTORS

As per the provisions of Section 152 of the Companies Act 2013 Mrs. Jyoti MotwaniDirector of the Company retires by rotation at the ensuing Annual General Meeting andbeing eligible offers herself for reappointment. The Board recommends her re-appointment.

The brief resume and other details of the directors seeking reappointment as requiredunder regulation 36(3) of the SEBI (Listing Obligations & Disclosures Requirement)Regulation 2015 are provided in the Notes of the Notice 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.

Declaration by Independent Directors

Mrs. Sulochana Talreja Mrs RenuAnandand Mr. Niranjan Shivdasani Independent Directorsof your Company have declared to the Board of Directors that they meet the criteria ofIndependence as laid down in Section 149(6) of the Act and Regulations 16(1 )(b) and 25(8)of the Listing Regulations and there is no change in the status of their Independence andhave confirmed that they are not aware of any circumstance or situation which exists ormay be reasonably anticipated that could impair or impact their ability to discharge theirduties.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the Financial Year2020-21 forms part of the Corporate Governance Report.

COMMITTEES OF THE BOARD

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Share Transfer Committee

5. Risk Management Committee

The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.

11. 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 of Appointment of Independentdirectors details on familiarization programs and criteria of payments to Non-ExecutiveDirectors and the same has been posted on the Company's v/ebsite www.cinevistaas.com.

12. 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 Company has taken necessary approval from shareholders &Audit Committee for all related parties transactions. The details of the same are given inthe notes to Accounts forming part 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 are annexed herewith as an ‘Annexure A'to this Report.

13. 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.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA)

The detailed Analysis of the Operating performance of the Company for the year thestate of affairs and the key changes in the operating environment has been included in theManagement Discussion and Analysis section which forms an integral part of this Report andis set out as separate section to this Annual Report.

15. 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). All Board members and Senior Management Personnel haveaffirmed compliance with the Code of Conduct for the year 2020-21.

A declaration to this effect signed by the Managing Director & CEO of the Companyis contained in this Annual Report.

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

16. CEO/CFO CERTIFICATE

In accordance with Regulation 17(8) 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 312021 The said certificate forms an integral part ofthe Annual Report.

17. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act 2013 the directors would like to statethat:

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.

ii) 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 under review.

iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

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

18. SUBSIDIARIES

The Wholly Owned Subsidiary in U.S.- Video Vista Inc has been liquidated on 12thDecember 2018. The Company has complied with necessary reporting requirements underAutomatic Route of Overseas Direct Investment Regulations of Foreign Exchange ManagementAct (FEMA) and is awaiting taking on record of the said dis investment by liquidation byReserve Bank of India. However due to lockdown situation the company is facingdifficulties in completing procedural formalities due to the closure of the variousoffices. The Company is taking all possible measures to complete the same expeditiously.

The Company will ma ke available the Annual Accounts of the subsidiary companies andthe related 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.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of theCompanies (Accounts) Rules 2014 (as amended) a statement containing the salient featuresof Financial Statements of the aforesaid Subsidiaries (including highlights of theirperformance and contribution to the overall performance of the Company) has been providedin Form AOC-1 which forms part of this Report and are annexed herewith as an Annexure B'to this Report.

The Audited Consolidated Financial Statements (CFS) of your Company for the financialyear ended March 31 2021 prepared in compliance with the provisions of Ind AS 27 issuedby the Institute of Chartered Accountants of India (ICAI) and notified by the Ministry ofCorporate Affairs (MCA) Government of India also form part of this Annual Report.

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.

19. 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.

20. AUDITORS

In terms of the provisions of Section 139 of the Act read with provisions of theCompanies (Audit and Auditors) Rules 2014 (as amended) M/s Chaturvedi & PatelChartered Accountants (Firm Reg No: 121351 W) was appointed as the Auditors of the Companyfor a consecutive period of 5 (five) years from conclusion of the 22nd AGM held in theyear 2019 until conclusion of the 27th AGM of the Company scheduled to be held in the year2024 However the Peer Review Certificate (as mandatorily required for the Audit of ListedCompany by ICAI) of M/s Chaturvedi & Patel stands expire on 31st August 2021.Therefore they resigned before the expiry of their term.

M/s Raj Niranjan Associates Chartered Accountants (Firm Registration number: 108309W)were appointed in place of M/s Chaturvedi & Patel Chartered Accountants (Firm Reg No:121351 W)to fill in the casual vacancy caused due to the resignation of Chaturvedi &Patel Chartered Accountants (Firm Registration number: 121351W). Your Company hasreceived a certificate from M/s Raj Niranjan Associates Chartered Accountants confirmingtheir eligibility to continue as the Auditors of the Company in terms of the provisions ofthe Act and the Rules framed thereunder and also a copy of the certificate issued by thePeer Review Board (ICAI) as required under Regulation 33 of the Listing Regulations whichis valid till 30th September 2024

The Board of Directors seek the approval of the Members for the appointment of M/s. RajNiranjan Associates Chartered Accountants as an auditor of the company who shall hold theoffice as statutory auditor from the conclusion of this Annual General Meeting till theconclusion of the 29th Annual General Meeting to be held in the year 2026 on suchremuneration as may be mutually agreed between the Board of Directors of the Company andthe Auditors from time to time.

The reports given by the Auditors on the Standalone and Consolidated FinancialStatements of the Company for the financial year ended March 31 2021 form part of thisAnnual Report and there is no qualification reservation adverse remark or disclaimergiven by the Auditors in their Reports. The Auditors of the Company have not reported anyfraud in terms of the second proviso to Section 143(12) of the Act.

With reference to point 3(c) of the Annexure A of the Standalone Auditors' Report theCompany has demanded the amount outstanding from the companies firms or other partieslisted in register maintained under Section 189 of the Act. However such companies beingnon-operational & with no running business they don't have sufficient funds to repaythe same to M/s. Cinevista Ltd. However we are taking all reasonable steps & effortsto recover the outstanding amount.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of Act and Rules framed thereunder.

21. SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s. Manthan Negandhi & Co Practising Company Secretary to undertake theSecretarial Audit of the Company. Their Audit Report confirms that the Company hascomplied with the applicable provisions of the Act and the Rules made there under. ListingRegulations applicable SEBI Regulations Secretarial Standards and other laws applicableto the Company. The Secretarial Audit Report forms part of the Directors' Report.

Pursuant to Regulation 40(9) of the Listing Regulations certificates have been issuedon a halfyearly basis by a Company Secretary in practice certifying due compliance ofshare transfer formalities by the Company.

A Company Secretary in practice carries out a quarterly Reconciliation of Share CapitalAudit to reconcile the total admitted capital with National Securities Depository Ltd.(NSDL) and Central Depository Services (India) Ltd. (CDSL) and the total issued and listedcapital. The audit confirms that the total issued/listed capital is in agreement with theaggregate of the total number of shares in physical form and the total number of shares indematerialized form (held with NSDL and CDSL).

The Secretarial Audit Report for the year 2020-21 as issued by him in the prescribedform MR-3 is annexed herewith as 'Annexure C' to this Report.

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 other qualification in Secretarial Audit Report and observation made inthe Report read together with relevant notes thereon are self-explanatory and hence donot call for any further comments under the Companies Act 2013

22. SECRETARIAL STANDARDS OF ICSI

During the year under review the Company has duly complied with the applicableprovisions of the Revised Secretarial Standards on Meetings of the Board of Directors(SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India(ICSI).

The Company is in compliance with the same.

23. ANNUAL RETURN

Ministry of Corporate Affairs (MCA) vide notification dated 28/08/2020 has notifiedthat the Extract of Annual Return (in Form MGT 9) is not required to be enclosed with theBoard Report the Company is only required to disclose the web link in the Board Reportwhere the annual return referred to in sub-section (3) of section 92 is placed for theFinancial Year ended 31st March 2020 & onwards.

Pursuant to amendment of Section 92(3) and the Companies (Management andAdministration) Amendment Rules 2020 of the Act the Annual Return as on 31st March 2021is available on the website of the Company www.cinevistaas.com

24. BUSINESS RISK MANAGEMENT

Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. Pursuant tosection 134 (3) (n) of the Companies Act 2013 & the Listing Regulations the companyhas constituted a business risk management committee. The details of the committee and itsterms of reference are set out in the corporate governance report forming part of theDirectors' report.

25. 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.

26. WHISTLE BLOWER POLICY / VIGIL MECHANISM

In terms of provisions of Section 177 of the Act and Rules framed thereunder read withRegulation 22 of the Listing Regulations your Company has a vigil mechanism in place forthe Directors and Employees of the Company through which genuine concerns regardingvarious issues relating to inappropriate functioning of the organization can be raised.

27. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework for selectionand remuneration of Directors Key Managerial Personal (KMP) and Senior Management of theCompany. The Nomination and Remuneration policy is available on the website of the Companywww.cinevistaas.com

28. ENVIRONMENT HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.

29. 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) Act 2013.

30. STATUTORY INFORMATION

Conservation of Energy & Technology Absorption

Considering the nature of the business of the Company the particulars required to befurnished pursuant to the provisions of Section 134(3)(m) of the Act read with Rule 8 ofthe Companies (Accounts) Rules 2014 (as amended) and Companies (Disclosure of Particularsin the Report of Board of Directors) Rules 1988 relating to the Conservation of Energyand Technology Absorption are not applicable.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings have been NIL as compared to the previous year which amountto Rs. 1.41 Lacs and Foreign Exchange Outgo for current year is Rs.NIL as compared toprevious year which was also Rs. NIL.

Particulars of Employees

The information required pursuant to Section 197(12) read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company will be provided upon request. In terms of Section 136 of theAct the reports and accounts are being sent to the members and others entitled theretoexcluding the information on employees' particulars which is available for inspection bythe members at the Registered office of the company during business hours on working daysof the company up to the date of ensuing Annual General Meeting. If any member isinterested in inspecting the same such member may write to the company secretary inadvance.

31. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall within the threshold limit as applicable under the Section135 of the Companies Act 2013. Accordingly the requirement of Corporate SocialResponsibility is not applicable to the Company for the period under review.

32. NON-APPLICABILITY OF MAINTENANCE OF COST RECORDS

The Company is not engaged in the business of production of goods or providing ofservices as specified in Rule 3 of the Companies (Cost Records and Audit) Rules 2014("Rules"). Accordingly the requirement of maintaining cost records inaccordance with Section 148(1) of the Act read with the Rules is not applicable to theCompany for the period under review.

33. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis Reportdescribing the Company's objectives expectations or forecasts may be forward lookingwithin the meaning of applicable laws and regulations. Actual results may differ fromthose expressed in the statements.

34. 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. The ownership and responsivenessshown by all the stakeholders is unparalleled and is a testimony of the spirit of thisgreat organization.

For and on behalf of the Board Cinevista Limited
Place: Mumbai

Date: 30th June 2021

Prem Krishen Malhotra Chairman

.