TO THE MEMBERS
Your Directors have pleasure in submitting the Twenty Third Annual Report of yourCompany together with the Audited Accounts for the year ended 31st March 2020.
1. FINANCIAL RESULTS
(Rs. in lacs)
| || ||standalone |
| ||2019-20 ||2018-19 |
|Income from Operations ||2255.00 ||4059.29 |
|Operating Expenditure ||2037.37 ||3590.37 |
|Depreciation and Amortisation ||94.50 ||104.54 |
|Operating Profit ||123.13 ||364.38 |
|Other Income ||9.82 ||21.80 |
|Profit before Finance Costs ||132.95 ||386.18 |
|Finance Costs ||437.13 ||475.26 |
|Profit after Finance Costs but before Tax ||(304.18) ||(89.08) |
|Tax Expenses ||2.92 ||1.51 |
|Net Profit / Loss After Tax ||(307.10) ||(90.59) |
Financial and Operational Review:
The Company has earned a gross income of Rs. 2255 lakh for the financial year 2019-20as compared to Rs. 4059.29 lakh in the previous year recording a decrease of Rs 1804.29lakh.
The Company has incurred the net losses of Rs. 307.10 lakh for the year as compared tonet losses of Rs. 90.59 lakh in the previous year.
Interest expenditure for the year under review has marginally decreased by Rs. 38.13lakh as compared to the previous year. Depreciation during the year has recorded amarginal decrease by Rs. 10.04 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. 474661060/-
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 sweat equity 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.30710095.14 as compared to the previous year decrease on account of losses Rs.9059077.60.
On account of heavy losses Your Directors do not propose any dividend for the yearended 31st March 2020.
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. With 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.
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.
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 Auditor monitors and evaluates the efficacy and adequacy of internalcontrol 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 312020 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 March312020. 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.
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. Renu Anand and Mr. Niranjan Shivdasani IndependentDirectors of your Company have declared to the Board of Directors that they meet thecriteria of Independence as laid down in Section 149(6) of the Act and Regulations16(1)(b) and 25(8) of the Listing Regulations and there is no change in the status oftheir Independence and have confirmed that they are not aware of any circumstance orsituation which exists or may be reasonably anticipated that could impair or impact theirability to discharge their duties.
number of meetings of the board
The details of the number of meetings of the Board held during the Financial Year2019-20 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. Committee of Directors (Stakeholders' Relationship Committee)
4. Corporate Social Responsibility 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 website 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 2019-20.
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 Secretarial Auditorsconfirming compliance of conditions of Corporate Governance as stipulated under Regulation34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 isannexed and forms part 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 312020 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.
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. 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 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 the subsidiaries would also beavailable for inspection by any member at the Registered Office of the Company and at theOffice of the respective subsidiary companies during working hours.
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 anAnnexure B' to this Report.
The Audited Consolidated Financial Statements (CFS) of your Company for the financialyear ended March 31 2020 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.
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.
Your Company has received a certificate from M/s Chaturvedi & Patel CharteredAccountants confirming their eligibility to continue as the Auditors of the Company interms of the provisions of the Act and the Rules framed thereunder and also a copy of thecertificate issued by the Peer Review Board (ICAI) as required under Regulation 33 of theListing Regulations.
The reports given by the Auditors on the Standalone and Consolidated FinancialStatements of the Company for the financial year ended March 31 2020 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.
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 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 being non-operational& with no running business they don't have sufficient funds to repay the same to M/s.Cinevista Ltd. However we are taking all reasonable steps & efforts to recover theoutstanding amount.
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.
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. Yogesh D. Dabholkar and Co. Practicing Company Secretary to undertake theSecretarial Audit of the Company. The Secretarial Audit Report for the year 2019-20 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.
The explanations with regards to the observations made by the Secretarial Auditor areas follows:
1. The Company has submitted financial results for the quarter ended June Septemberand December 2019 as required under Regulation 33 of LODR. However the Company wouldresubmit the financial results with the stock exchanges after making changes and providingthe necessary details as required by them.
2. The Company has submitted Consolidated Cash Flow for the Half year ended 30thSeptember 2019 to the BSE and NSE under regulation 33(3)(g) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.
3. The Board of Directors of the Company in consultation with the Audit Committee hasappointed M/s. Chaturvedi & Patel for the FY 2018-19 in the Board Meeting held on 30thMay 2019 subject to the approval of the shareholders in the forthcoming AGM. Thereforethe Audit report for quarter ended June 2019 submitted under regulation 33(3)(C)(i) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 to Stock Exchangewas provided by M/s. Chaturvedi & Patel Chartered Accountants.
4. The Company has altered code as mention in regulation 9(1) as per revised provisionsof Schedule B of PIT Regulation 2015.
5. The Company has not closed its trading window as per latest amendment circularissued by BSE and NSE. However there is no trading of securities done by DesignatedEmployees and their Immediate Relatives during that period.
There are no qualification in Secretarial Audit Report made in the Report read togetherwith relevant notes thereon are self-explanatory and hence do not call for any furthercomments 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. 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. The Annual Return referred to in Section92(3) of the Act will be uploaded on the website of the Company at 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 Manageral 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 Rs. 1.41 Lacs as compared to the previous yearwhich amount to Rs. 4.40 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.
31. non-applicability of maintenance of cost records
The Central Government has not prescribed the maintenance of cost records under Section148(1) of the Act and Rules framed thereunder with respect to the Company's nature ofbusiness
32. 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. 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 ||Prem Krishen Malhotra |
|Date: 31st July 2020 ||Chairman |