TO THE MEMBERS
Your Directors have pleasure in submitting the Twenty Second Annual Report of yourCompany together with the Audited Accounts for the year ended 31st March 2019.
1. FINANCIAL RESULTS
| || |
| ||2018-19 ||2017-18 |
|Income from Operations ||4059.29 ||2121.92 |
|Operating Expenditure ||3590.37 ||3247.65 |
|Depreciation and Amortisation ||104.54 ||130.73 |
|Operating Profit ||364.38 ||(1256.46) |
|Other Income ||21.80 ||1468.55 |
|Profit before Finance Costs ||386.18 ||219.09 |
|Finance Costs ||475.26 ||431.36 |
|Profit after Finance Costs but before Tax ||(89.08) ||(219.27) |
|Tax Expenses ||1.51 ||2.32 |
|Net Profit / Loss After Tax ||(90.59) ||(221.59) |
Financial and Operational Review:
The Company has earned a gross income of Rs. 4059.29 lakh for the financial year2018-19 as compared to Rs. 2121.92 lakh in the previous year recording a increase of Rs1937.37 lakh.
The Company has incurred the net losses of Rs. 90.59 lakh for the year as compared tonet losses of Rs. 221.59 lakh in the previous year.
Interest expenditure for the year under review has marginally increased by Rs. 43.9lakh as compared to the previous year. Depreciation during the year has recorded amarginal decrease by Rs. 26.19 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.245438177.19/-
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 areRs.9059077.60 as compared to the previous year decrease on account of losses Rs.22158726.60
On account of heavy losses Your Directors do not propose any dividend for the yearended 31st March 2019.
6. 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
7. 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
8. FINANCE AND ACCOUNTS
As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on March 312019 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 March312019. The Notes to the Financial Statements adequately cover the standalone andconsolidated Audited Statements and form an integral part of this Report.
9. BOARD OF DIRECTORS
The Board of Directors on recommendation of the Nomination and Remuneration Committeeappointed Mrs. Jyoti Motwani as an Additional Director with effect from March 7 2019. Interms of Section 161 of the Act Mrs. Jyoti Motwani holds office up to the date of ensuingAnnual General Meeting. The Company has received requisite notice in writing from a memberproposing Mrs. Jyoti Motwani's name for the office of Director. Accordingly the Boardrecommends the resolution in relation to appointment of Mrs. Jyoti Motwani as aNon-executive Non Independent Director for the approval by the members of the Company.
The Board of Directors on recommendation of the Nomination and Remuneration Committeerecomends the resolution is relation to the appointment of Mrs. Sulochana Talreja Mrs.Renu Anand and Mr. Niranjan Shivdasani as Independent Non Executive Directors for secondterm of five years commencing from 1st April 2019 to 31st March 2024 not liable torotation for the approval by the members of the company.
All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board the Independent Directorsfulfil the conditions of independence specified in Section 149(6) of the Act andRegulation 16(1) (b) of the Listing Regulations. The Independent Directors have alsoconfirmed that they have complied with the Company's Code of Business Conduct &Ethics.
The Board seeks the approval of the members relation to Mr. Niranjan Shivdasani andMrs. Jyoti Motwani who has attained the age of 75 (Seventy five) for continuity of theirpresent term in terms of Regulation 17(1A) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) (Amendment) Regulations 2018 pursuantto their appointment in ensuring AGM.
Mr. Talat Aziz resigned as Non-Executive Director of the Board effective from March 72019 to pursue other interests and commitments. The Board places on record its deepappreciation for the services rendered by Mr. Talat Aziz during his tenure as Director ofthe Company.
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.
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.
NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the Financial Year2018-19 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.
10. 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 website www.cinevistaas.com.
11. 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'.
12. 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.
13. 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.
14. 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 2018-19.
A declaration to this effect signed by the Managing Director & CEO of the Companyis contained in this Annual Report.
A section 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.
15. 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 312019 The said certificate forms an integral part ofthe Annual Report.
16. 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.
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 disinvestment by liquidation byReserve Bank of India.
The Company will make available the Annual Accounts of the subsidiary companies and therelated detailed information upon request by any member of the Company and itssubsidiaries interested in obtaining the same. Further the Annual Accounts of thesubsidiaries would also be available for inspection by any member at the Registered Officeof the Company and at the Office of the respective subsidiary companies during workinghours.
The Statement containing salient features of the financial statements of the subsidiarycompanies in the prescribed format AOC-1 is appended as an Annexure B' to theBoard's Report. The statement also provides the details of performance and financialposition of subsidiary companies.
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.
18. 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.
The appointment of M/s Chaturvedi & Patel Chartered Accountants (Firm Reg No:121351 W) as the Statutory Auditors of the Company in place of M/s Sarath &Associates (Firm Registration No: 5120 S) whose term ends at the conclusion of theforthcoming Annual General Meeting of the Company pursuant to Section 139(2) of CompaniesAct 2013 read with Companies (Audit & Auditors) Rules 2014.
The appointment of M/s Chaturvedi & Patel Chartered Accountants (Firm Reg No:121351 W) is for the period of five years subject to the approval of the shareholders atthe forthcoming Annual General Meeting. As required under Section 139 of the CompaniesAct 2013 the Company has received a written consent from M/s Chaturvedi & PatelChartered Accountants (Firm Reg No: 121351 W) for such appointment and also a certificateto the effect that their appointment if made would be in accordance with Section 139(1)of the Companies Act 2013 and the rules made thereunder.
Pursuant to the amendments made to Section 139 of the Companies Act 2013 by theCompanies (Amendment) Act 2017 effective from May 7 2018 the requirement of seekingratification of the Members for the appointment of the Statutory Auditors has beenwithdrawn from the Statute. Hence the resolution seeking ratification of the Members forcontinuance of their appointment at this AGM is not being sought.
With reference to point 3(c) of the Annexure A of the Standalone Independent Auditors'Report the Company has demanded the amount outstanding from the companies firms or otherparties listed in register maintained under Section 189 of the Act. However suchcompanies being nonoperational & with no running business they don't have sufficientfunds to repay the same to M/s. Cinevista Ltd. However we are taking all reasonable steps& efforts to recover the outstanding amount.
The Statutory Audit Report for the year 2018-19 does not contain any qualificationreservation or adverse remark or disclaimer made by the Statutory Auditors.
REPORTING OF FRAUDS
There was no instance of fraud during the year under reivew which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of Act and Rules framed thereunder.
20. 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. Yogesh D. Dabholkar and Co. Practicing Company Secretary to undertake theSecretarial Audit of the Company. The Secretarial Audit Report for the year 2018-19 asissued by him in the prescribed form MR-3 is annexed herewith as Annexure C' to thisReport.
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.
Regarding observation made by the Secretarial Auditor we would like to clarify thatthe Company has already adopted the Code of Practices & Procedures for Fair Disclosureof unpublished Price Sensitive information in its Board Meeting dated 13th August 2019and intimated the same to the Stock Exchange & is also available on the Company'swebsite www.cinevistaas.com.
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.
21. SECRETARIAL STANDARDS OF ICSI
Pursuant to the approval given on 10 April 2015 by the Central Government to theSecretarial Standards specified by the Institute of Company Secretaries of India (ICSI)the Secretarial Standards on Meetings of the Board of Directors (SS-1) and GeneralMeetings (SS-2) came into effect from 1 July 2015. The said standards were amended witheffect from 1 October 2017.
The Company is in compliance with the same.
22. EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as per Section 92(3) of the Companies Act 2013 and Rule12(1) of the Companies (Management and Administration) Rules 2014 is set out inAnnexure D' forming part of this report.
23. 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 Risk Management committee. The details of the committee and its terms ofreference are set out in the corporate governance report forming part of the Directors'report.
24. 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.
25. VIGILANCE MECHANISM
As a conscious and vigilant organization your Company has established proper vigilancemechanism for its Directors and employees to report concerns about unethical behaviouractual or suspected fraud or violation of the Company's code of conduct or ethics policy.The Company has framed Whistle Blower Policy and the same is uploaded at the website ofthe Company.
26. NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework for selectionand remuneration of Directors Key Manageral Personal (KMP) and Senior Management of theCompany. The Nomination and Remuneration policy is available on the website of the Companywww.cinevistaas.com
27. 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.
28. 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.
29. statutory information
Conservation of Energy & Technology Absorption
Considering the nature of the business of the Company the particulars required to befurnished pursuant to the Companies Act 2013 read with the Companies (Disclosure ofParticulars in the Report of Board of Directors) Rules 1988 relating to the Conservationof Energy and Technology Absorption are not applicable.
Foreign Exchange Earnings and outgo
Foreign Exchange Earnings have been Rs. 4.40 Lacs as compared to the previous yearwhich amount to Rs. 1.43 Lacs and Foreign Exchange Outgo for current year is Rs.NIL ascompared to previous year which was also Rs. NIL.
Particulars of Employees
The information required pursuant to Section 197(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.
30. CAUTIONARY STATEMENT
Statements in the Annual Report particularly those which relate to ManagementDiscussion and Analysis may constitute forward looking statements within the meaning ofapplicable laws and regulations. Although the expectations are based on the reasonableassumption the actual results might differ.
Your Directors thank the viewers suppliers bankers Financial Institutions Centraland State Governments and Shareholders for their consistent support to the Company. TheDirectors also sincerely acknowledge the significant contributions made by all theemployees for their dedicated services to the company.
| ||For and on behalf of the Board |
| ||Cinevista Limited |
|Place: Mumbai ||Prem Krishen Malhotra |
|Date: 30th May 2019 ||Chairman |