City Pulse Multiplex Limited
Your Directors have pleasure in presenting the 19th Annual Report on the business andoperations together with the Audited Financial Statements for the year ended on March 312019. The performance of the Company for the year ended on March 31 2019 is summarizedbelow:
The Financial Results of the Company for the year are as under:
| || ||(##Rs## in Lacs) |
|Particulars || |
Year ended March 31 2019
Year ended March 31 2018
|Revenue || |
|Expenses || |
|Net Profit / (Loss) from Operation before Tax || |
|Tax expenses (Current & Deferred) || |
|Net Profit / (Loss) after tax || |
|Earnings Per Share || |
The financial year 2018-19 saw a rise in revenue followed by increase in Net profitsfor the Company. The turnover of the Company saw a huge upward trend by roughly 300%. ThePAT and Earnings per share showed a decent hike of 125%.
The Company sees favorable market conditions and growth prospects in years to come. TheCompany has secured profits after a long time. The residual amount of profits afterwriting off previous losses being too less the Board has recommended not to declare anyDividend for the current year and primarily create sufficient buffer to tackle any futuresituation.
AMOUNTS TO BE CARRIED TO ANY RESERVES:
The Board has proposed transfer of surplus of profit and loss account to reserve.
MATERIAL CHANGES AND COMMITMENTS:
There are no other material changes and commitments that have occurred between the endof financial year of the company and the date of this report affecting the financialposition of the company as on 31st March 2019 except appointment of Two IndependentDirectors & Appointment of KMPs.
SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANIES:
As on March 31 2019 the Company has no subsidiary company. The Company did not haveany Associate Companies or Joint Ventures at the end of this Financial Year. Statement inForm AOC-1 pursuant to the first proviso to Section 129 of the Act read with rule 5 of theCompanies (Accounts) Rules 2014 shall not be thus Applicable in view of aboveexplanation.
The Company neither accepted nor invited deposit from the public falling within theambit of Section 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits)Rules 2014.
The paid up Equity Share Capital as on March 31 2019 was 10473860/-. During theyear under review the Company has not issued any shares with differential voting rightsnor granted stock option nor sweat equity nor issued any convertible instrument.
Further the Company has already submitted relevant return of allotments to updaterecords of MCA and display above capital.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "Annexure- I".
The Statutory Auditors of the Company M/s O R Maloo & Co. Chartered Accountants(FRN: 135561W) Ahmedabad were appointed as the Statutory Auditors of the Company at theAGM held on 30/09/2015 to hold the office from conclusion of that meeting until theconclusion of the 20th AGM of the Company. The Company is under no obligation of ratifyingthe appointment of Statutory Auditor as the said requirement is omitted vide Companies(Amendment) Act 2017.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company beinglisted on BSE SME Platform after conclusion of the Financial year 2018-19 the same wasnot applicable and thus Management had not appointed any Secretarial Auditors for FY2018-19.
The Auditors' Report on the accounts of the Company for the financial year ended March31 2019 is self-explanatory and does not call for any further explanations or commentsthat may be treated as adequate compliance of provisions of the Companies Act 2013.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
The Statutory Auditors of the Company have not reported any frauds to the AuditCommittee or to the Board of Directors as prescribed under Section 143(12) of theCompanies Act 2013 including rules made thereunder.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in Form No. MGT 9 shall form part of the Board's report inAnnexure- II'.
During the year under review Mr. Smit Barot and Mr. Samir Mehta were appointed asIndependent Non-Executive Directors on Board of the Company w.e.f. June 12 2018 andOctober 6 2018 respectively. Their appointment is subject to confirmation from Members atthis AGM for which separate Agendas have been provided for in the Notice above given.
During the year under review Shri Arpit Mehta and Rajal Arpit Mehta resigned fromBoard following ROC Gujrat's Order for Disqualification attracted to their Directorships.Further on Challenge for the same in Gujarat High Court the Hon'ble court have grantedthem relief and their DINs were ordered to be restored.
The Company has taken declaration under 149(6) of the Companies Act 2013 from theIndependent Directors.
Brief profile of the directors proposed to be appointed or re-appointed nature oftheir expertise in specific functional areas and names of the companies in which he holddirectorship memberships of committees of the Boards their shareholding in the Companyare disclosed as Annexure -III.
COMMITTEES OF BOARD
During the year under review Company had not constituted any Committee due tonon-applicability of relevant Provisions under the Law. However the Company in April haveformed Committees of Board pursuant to requirements of Listing Regulations and CompaniesAct as applicable to the Company post listing. Below is the Composition of Committees:
|Smit Barot ||Chairman |
|Samir Mehta ||Member |
|Luvv Mehta ||Member |
Nomination& Remuneration Committee
|Smit Barot ||Chairman |
|Samir Mehta ||Member |
|Luvv Mehta ||Member |
Stakeholders Relationship Committee
|Rajnikant Mehta ||Chairman |
|Smit Barot ||Member |
|Luvv Mehta ||Member |
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There was no employee drawing remuneration in excess of limits prescribed under section197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
The industrial relations have remained cordial and harmonious during the year.
BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Report as stipulated under Regulation 34 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is not applicable to theCompany for the FY ended 31st March 2019.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3) (c) of the Companies Act 2013:
a. that in the preparation of the annual financial statements for the year ended March31 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. that such accounting policies as mentioned in the Notes to the Financial Statementshave been selected and applied consistently and judgments and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at March 31 2019and of the profit of the Company for the year ended onthat date;
c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
The provisions regarding Corporate Governance as contained in SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 are not applicable to the Company.However the Company is voluntarily following some of the provisions of the saidregulations to the extent possible which are contained in the Report of CorporateGovernance voluntarily given by the Company attached as "Annexure - IV"forming part of this Director's Report.
REGISTRAR AND SHARE TRANSFER AGENT (RTA)
The Company has appointed M/s Accurate Securities and Registry Private Limited as itsRTA. Any queries relating to transfer or transmission of shares of the Company may bebrought to the knowledge of RTA by the Shareholders.
INTERNAL POLICIES OF THE COMPANY
We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. In accordance with the provisions of theCompanies Act 2013 as well as SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI (LODR) Regulations 2015") mandated toformulate and implement certain policies for all listed companies.
All such policies which are adopted by the Company are available on the website of theCompany. Summary of the same is as follows:
|SR. NO. ||NAME OF POLICY ||BRIEF DESCRIPTION ||WEB LINK |
|1 ||Policy on Related party transactions ||This policy provides for mechanism on how the Company shall undertake Related party Transactions. ||https://www.wowcinepulse.com/ |
|2 ||Prevention of Sexual Harassment ||This policy describes about what measures the Company takes to protect its Women employees. ||https://www.wowcinepulse.com/ |
|3 ||Risk Management Policy ||This Policy describes how the Company shall face and treat the Risk ||https://www.wowcinepulse.com/ |
|4 ||Board Diversity ||Approach to diversity on the Board of Directors of City Pulse Multiplex ||https://www.wowcinepulse.com/ |
|5 ||Code of Conduct and code of practices and procedures for fair disclosure of UPSI ||As required by SEBI (Prohibition of Insider Trading) Regulations 2015 ||https://www.wowcinepulse.com/ |
|6 ||Policy on Remuneration of Directors KMP and Senior Employees ||As required under Section 178 of the Companies Act 2013 and Companies (Meetings of Board and its Powers) Rules 2014 ||https://www.wowcinepulse.com/ |
|7 ||Policy for Preservation of Documents ||As required under Regulation 9 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ||https://www.wowcinepulse.com/ |
|8 ||Whistle Blower Policy ||As required under Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ||https://www.wowcinepulse.com/ |
NUMBER OF MEETINGS HELD DURING THE YEAR
The details of all the meetings of board of directors during the year along withattendance of Directors at the Meetings is given at point no. 2 to 5 of CorporateGovernance Report.
EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act 2013 The Provisions for BoardEvaluation was not applicable as on the date of end of financial year.
INTERNAL CONTROL SYSTEM
The Company has in place adequate internal financial controls with reference toFinancial Statements. During the year no reportable material weakness in the design oroperation were observed.
The Company was not required to appoint Internal Auditors during the previous financialyear.
RISK MANAGEMENT POLICY
The Company is not statutorily required to form risk management committee. But forvoluntary compliance the Company has already developed and implemented a Risk ManagementPolicy for the Company and the Audit Committee of the Company shall evaluate the riskmanagement system regularly.
POLICY ON PREVENTION OF SEXUAL HARASSMENT
The Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees of the Company are coveredunder this policy. During the year 2018-19 no complaints were received by the Companyrelated to sexual harassment.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
The Company has entered into Related Party Transactions during the financial year. AllRelated Party Transactions were placed before the Audit Committee of the Board ofDirectors for their approval. The Audit Committee has granted omnibus approval for RelatedParty Transactions as per the provisions and restrictions contained in the erstwhileListing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations").
The Company has formulated a policy on materiality of Related Party Transactions andalso on dealing with Related Party Transactions.
Pursuant to Clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014 the particulars of contracts/arrangements enteredinto by the Company with related parties referred to in sub section (1) of Section 188 ofthe Act are required to be disclosed in Form AOC 2. But the Company had not entered intoany contract or arrangement with related parties in terms of Section 188 (1) of theCompanies Act 2013. The disclosure of related party transactions as required to be madeunder Section 134(3) (h) of the Companies Act 2013 in Form AOC-2 is therefore notapplicable. Transactions with related parties as per requirements of Accounting Standard18 are disclosed in the notes to accounts annexed to the financial statements. Policy ontransactions to be undertaken with related parties can be accessed through above mentionedlink.
Your Directors draw attention of the members to Notes to the financial statement whichsets out related party disclosures.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company keeps its Directors informed of the activities of the Company itsmanagement and operations and provides an overall industry perspective as well as issuesbeing faced by the industry in a proactive manner. The details of various familiarizationprograms provided to the Directors of the Company is available on the Company's website onwww.wowcinepulse.com.
LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013
During the year the company has neither given any loans nor guarantees nor providedany security nor made any investment during the year under review.
SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY:
We are continuously striving to promote better and more effective sustainability policyand practices. In order to ensure transparent communication of our sustainability effortsto all our stakeholders we have made conscious efforts through technology innovation andeffective communication and transparency.
The Company tough not statutorily applicable undertakes to directly and indirectlysupport Make in India contributing a bit to the Vision of Hon'ble Prime Minister. Furtherthe Company considers CSR as part of its activity and believes that it is imperative forthe growth of the country and company.
The company is not required to constitute Corporate Social Responsibility Committee ofBoard under Section 135(1) of Companies Act 2013. Also the disclosures as per Rule 9 ofCompanies (Corporate Social Responsibility Policy) Rules 2014 are not applicable to theCompany.
The provisions of section 177 (9) and (10) of the Companies Act 2013 mandate everylisted Company to establish vigil mechanism for directors and employees to report genuineconcern in such manner as may be prescribed. We are pleased to report that your Companyhas formulated such mechanism. The Company has adopted relevant Whistle Blower Policy andthe same is available on the website of the Company on www.wowcinepulse.com. Theprovisions of the said policy provided for adequate safeguards against the victimizationof persons who use such mechanism and make provisions for direct access to the Chairpersonof the Audit Committee in appropriate or exceptional cases.
Any director or employee of the Company who observes any Unethical Behavior orImproper Practices or Wrongful conduct and / or financial or non-financial mal practicesor non-compliance with legal requirements concerning the Company is free to report to thespecified officer in the mode as provided in the policy.
The Equity Shares of your Company are listed and actively traded on the BSE Limited(BSE). The Company has paid Annual Listing fees to the stock within the stipulated time.
The Board of Director express their sincere thanks and wishes to place on record itsdeep appreciation for the continued support confidence and co-operation that the companyhas received from Production Houses Media Film Makers customers suppliers investorsbankers government agencies and other associates. Your Directors also place on recordtheir deep appreciation of the employees for the valued and continuous support at alllevels for their services and commitment during the year.
|On behalf of the Board of Directors || |
|Sd/- || |
|Luvv Mehta ||July 31 2019 |
|Director ||Ahmedabad |
|(DIN:08019908) || |