TO THE MEMBERS
Your Directors have pleasure in submitting the Twentieth Annual Report of your Companytogether with the Audited Accounts for the year ended 31st March 2017.
1. FINANCIAL RESULTS
(Rs. in lacs)
| || |
| ||2016-17 ||2015-16 |
|Income from Operations ||2206.32 ||3883.45 |
|Operating Expenditure ||2354.21 ||3804.19 |
|Depreciation and Amortisation ||158.43 ||188.50 |
|Operating Profit ||(306.32) ||(109.24) |
|Other Income ||731.47 ||495.46 |
|Profit before Finance Costs ||425.15 ||386.22 |
|Finance Costs ||422.14 ||380.83 |
|Profit after Finance Costs but before Tax ||3.01 ||5.39 |
|Tax Expenses ||4.33 ||0.50 |
|Net Profit / Loss After Tax ||(1.32) ||4.89 |
Financial and Operational Review:
The Company has earned a gross income of Rs. 2206.32 lakh for the financial year2016-17 as compared to Rs. 3883.45 lakh in the previous year recording a decrease of Rs1677.13 lakh.
The Company has incurred the net losses of Rs. 1.32 lakh for the year as compared tonet profit of Rs. 4.89 lakh in the previous year.
Interest expenditure for the year under review has marginally increased by Rs. 41.31lakh as compared to the previous year. Depreciation during the year has recorded amarginal decrease by Rs. 30.07 lakh as compared to the previous year.
Earnings per share have been NIL for the current year as well as for the previous year.Resources & Liquidity:
The Company's paid up capital is Rs. 114872950 with accumulated Reserves &Surplus of Rs. 1491741025.51
2. CHANGES IN CAPITAL STRUCTURE
There has been no change in the capital structure during the year under review.
3. TRANSFER TO RESERVES
The amounts decreased in the reserves during the year on account of the losses are Rs.132817.20 as compared to the previous year increase on account of profits Rs. 488574.22
Your Directors do not propose any dividend for the year ended 31st March2017.
5. 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
6. 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 at all locations 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.
7. BOARD OF DIRECTORS
As per the provisions of Section 152 of the Companies Act 2013 Mr. Talat AzizDirector of the Company retires by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for reappointment. The Board recommends his reappointment.
Pursuant to Section 196 197 Schedule V and other applicable provisions of theCompanies Act 2013 your Directors are seeking appointment of Mr. Sunil Mehta as ManagingDirector and Mr. Prern Krishen Malhotra as Whole Time Director of the Company for a periodof 3 (three) years commencing from 1st April 2017 and the Nomination and RemunerationCommittee has recommended the same.
The brief resume and other details of the directors seeking reappointment as requiredunder SEBI (Listing Obligations & Disclosures Requirement) Regulation 2015 areprovided in the notes of the notice & report on Corporate Governance forming part ofthe 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.
8. 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.
9. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onarm's length basis. There are no material significant related party transactions made bythe company with Promoters Key Managerial Personnel or other designated persons which mayhave potential conflict with interest of the company at large. The details of the same aregiven in the 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' of the Directors' Report.
10. 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.
11. 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 part of the Annual Report.
12. 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).
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.
A detailed review of operations performance and future outlook of the Company and itsbusiness is given in the Management Discussion and Analysis Report which forms an integralpart of this Report and is set out as separate section to this Annual Report.
13. MD/CFO CERTIFICATE
In accordance with Regulation 17 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 pertaining to corporate governance norms Mr. Sunil MehtaManaging 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 312017 The said certificate forms an integral part ofthe Annual Report.
14. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:
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 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.
The Company has given Indian rupee equivalent of the figures given in foreign currencyappearing in the accounts of the subsidiary viz. M/s. Video Vista Inc. along with theexchange rate as on closing day of the financial year.
16. 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 Company's Statutory Auditors M/s. Sarath & Associates Chartered Accountants(ICAI Firm Registration No. 5120S) were appointed at the 18th Annual General Meeting heldon 22nd September 2015 as the auditors for the period of four years until conclusion ofthe 22nd consecutive Annual General Meeting. Pursuant to the proviso to Section 139(1) ofthe Companies Act 2013 the appointment is required to be ratified by the members at theforthcoming Annual General Meeting^* The Company has received their written consent and acertificate that they satisfy the criteria provided under Section 141 of the Act and thatthe ratification if made shall be in accordance with the applicable provisions of theAct and rules framed thereunder. The ratification proposed is within the time frame fortransition under the third proviso to sub-section (2) of Section 139 of the Companies Act2013.
The Auditors' Report to the members on the Accounts of the Company for the financialyear ended March 312017 does not contain any qualification.
The observation made in the Auditors' Report read together with relevant notes thereonare selfexplanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.
18. 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 the Secretarial Auditof the Company. The Secretarial Audit report is annexed herewith as Annexure C' tothe Directors' 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 qualification in Secretarial Audit Report and observation made in theReport read together with relevant notes thereon are self-explanatory and hence do notcall for any further comments under the Companies Act 2013.
19. 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.
20. BUSINESS RISK MANAGEMENT
Pursuant to section 134 (3) (n) of the Companies Act 2013 & the ListingRegulations the company has constituted a business risk management committee. The detailsof the committee and its terms of reference are set out in the corporate governance reportforming part of the Directors' report.
At present the company has not identified any element of risk which may threaten theexistence of the company.
21. 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.
22. 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.
23. 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(www.cinevistaas.com) of the Company
24. 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.
25. 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. 4.46 Lacs as compared to the previous yearwhich amount to Rs. 19.33 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 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company secretary in advance.
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 2017 ||Chairman |
All the Board Members and Senior Management Personnel of the Company have affirmedcompliance with the code of conduct of the Company for the year ended 31st March 2017.
|Place : Mumbai ||Prem Krishen Malhotra |
|Date : 30th May 2017 ||Chairman |
CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER
The Board of Directors
We Sunil Mehta Managing Director and K.B. Nair Chief Financial Officer of CinevistaLimited (Formerly Cinevistaas Limited) hereby certify to the best of our knowledge andbelief that:
a. We have reviewed the financial statements and the cash flow statement for the yearand that to the
best of our knowledge and belief:
i. these statements do not contain any materially untrue statements or omit anymaterial fact or contain statements that might be misleading.
ii. these statements together present a true and fair view of the Company's affairs andare in compliance with existing accounting standards applicable laws and regulations.
b. There are as to the best of our knowledge and belief no transactions entered intoby the
Company during the year which is fraudulent illegal or violative of the Company's Codeof
c. We accept responsibility for establishing and maintaining internal controls and wehave evalu
ated the effectiveness of the internal control systems of the Company pertaining tofinancial reporting and have disclosed to the auditors and the Audit Committeedeficiencies in the design or operation of internal controls if any of which we areaware and have taken requisite steps to rectify these deficiencies.
d. We have indicated to the auditors and the Audit Committee:
i. there have been no significant changes in internal control over financial reportingduring the year;
ii. there have been no significant changes in accounting policies during the year and
iii. there have been no instances of significant fraud of which we have become awareand any
involvement therein of the management or an employee having a significant role in theCompany's internal control system over financial reporting.
e. All Board members and Senior Management personnel of the Company have affirmedcompliance
with the Code of Conduct and Ethics during the year ended 31st March 2016.
|Place : Mumbai ||Sunil Mehta ||K.B. Nair |
|Date : 30th May 2017 ||Managing Director ||Chief Financial Officer |