City Pulse Multiplex Limited.
Your Directors have pleasure in presenting the Twenty First Annual Report on thebusiness and operations together with the Audited Financial Statements for the year endedon March 31 2021. The performance of the Company for the year ended on March 31 2021 issummarized below:
The Financial Results of the Company for the year are as under:
(Rs. In Lacs)
|Particulars ||Year ended March 31 2021 ||Year ended March 31 2020 |
|Revenue ||5.11 ||324.25 |
|Expenses ||93.89 ||303.09 |
|Net Profit/ (Loss) from Operation before Tax ||(88.78) ||21.16 |
|Tax expenses (Current & Deferred) ||0.00 ||10.97 |
|Net Profit / (Loss) after tax ||(88.78) ||10.19 |
|Earnings Per Share ||(2.97) ||0.31 |
During the financial year 2020-21 the company saw a downfall in revenue resulted intodecrease in Net profits of the Company during the year. The turnover of the company is Rs.5.11 lacs as compared previous year of Rs. 324.25 Lacs.
The Company sees favorable market conditions and growth prospects in years to come.Looking to the current Financial Position of the Company the Board has recommended not todeclare any Dividend for the current year and primarily create sufficient buffer to tackleany future situation.
AMOUNTS TO BE CARRIED TO ANY RESERVES:
The Board has proposed no amount to be transfer to reserve as there is no profit in theCompany. 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 2021.
STATE OF THE COMPANY'S AFFAIRS & NATURE OF BUSINESS
The Company have been involved in services Industry. Operating of Cinema Halls servingFood and Beverages Film Distribution Film Production and allied services. Due to thepandemic the industry is suffering heavily and in absence of normal operatingenvironment the industry has not resumed.
The Company had no material event during previous year.
The Company in lines with developing era of OTT platforms have been restructuring itsbusiness model to OTT platforms and is in transition phase. The segment and serviceremains same but platform of presentation differs and thus it does not amount to changein nature of Business.
MATERIAL CHANGE IN COMMITMENTS AND FINANCIAL IMPACT
There were no material financial commitments and thus there was not change ordeviation and nor any financial impact which might be important to present beforestakeholders.
SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANIES:
As on March 31 2021 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 2021 was Rs. 33180330 /-. Duringthe year under review the Company has not issued any shares with differential votingrights nor granted stock option nor sweat equity nor issued any convertible instrument orsecurities.
Further the Company has already submitted relevant return of allotments to updaterecords of MCA and display above capital.
EXTRACT OF ANNUAL RETURN
Pursuant to Notification dated on 28th August 2020 Extract of AnnualReturn provided in Section 92(3) read with Section 134(3)(a) of the Act in Form MGT-9 isplaced on the website of the Company.
The Annual Return as on March 31 2021 is available on the Company's website onhttps://www.wowcinepulse.com/Einvestor.php.
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 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as"Annexure - I".
The Statutory Auditors of the Company M/s S. D. Mehta & Co. Chartered Accountantshaving FRN: 137193W were appointed as the Statutory Auditors of the Company at the AGMheld on 25/09/2020 to hold the office from conclusion of that meeting until the conclusionof the 25th AGM of the Company.
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 hadappointed Messrs. Richi Prerak & Associates Practicing Company Secretaries Ahmedabadto undertake the Secretarial Audit of the Company for the financial year 2020-21. TheReport of the Secretarial Audit is annexed here with as "Annexure-II".
The Auditors' Report on the accounts of the Company for the financial year ended March31 2021 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.
The Company has taken declaration under 149(6) of the Companies Act 2013 from theIndependent Directors.
The company has received the necessary declaration from the Independent Directors thatthey meet the criteria of independence as provided in Section 149 of the Act. Further theCompany has formulated a Code of Conduct for Directors and Senior Management Personnel andall the Directors and Senior Management Personnel have complied with the Code.
Brief profile of all Board of Directors their nature of expertise in specificfunctional areas are disclosed in Annexure -III.
COMMITTEES OF BOARD
The Board has constituted various committees in accordance with the provisions of theCompanies Act 2013 the details of which are given as under:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
The Composition of Committees is as below:
|Audit Committee || |
|Smit Barot ||Chairman |
|Arpit Mehta ||Member |
|Hitendra Nareshkumar Kanodia ||Member |
|Nomination& Remuneration Committee || |
|Smit Barot ||Chairman |
|Rajal Ashit Mehta ||Member |
|Hitendra Nareshkumar Kanodia ||Member |
|Stakeholders Relationship Committee || |
|Smit Barot ||Chairman |
|Arpit Mehta ||Member |
|Hitendra Nareshkumar Kanodia ||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 2021.
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 2021 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 2021 and 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" formingpart 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 to formulate andimplement 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. Name of Policy No. ||Brief description ||Web link |
|Policy on 1 Related party transactions ||This policy provides for mechanism on how the Company shall undertake Related party Transactions. ||https://www.wowcinep ulse.com/ |
|Prevention of 2 Sexual Harassment ||This policy describes about what measures the Company takes to protect its Women employees. ||https://www.wowcinep ulse.com/ |
|Risk 3 Management Policy ||This Policy describes how the Company shall face and treat the Risk ||https://www.wowcinep ulse.com/ |
|4 Board Diversity ||Approach to diversity on the Board of Directors of City pulse Multiplex Limited ||https://www.wowcinep ulse.com/ |
|Code of Conduct and code of 5 practices and procedures for fair disclosure of UPSI ||As required by SEBI (Prohibition of Insider Trading) Regulations 2015 ||https://www.wowcinep ulse.com/ |
|Policy on Remuneration 6 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.wowcinep ulse.com/ |
|Policy for 7 Preservation of Documents ||As required under Regulation 9 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ||https://www.wowcinep ulse.com/ |
|Whistle Blower 8 Policy ||As required under Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ||https://www.wowcinep ulse.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 of Corporate GovernanceReport.
EVALUATION OF BOARD ITS COMMITTEE AND EACH DIRECTORS
Pursuant to the provisions of the Act and the corporate governance requirements asprescribed by SEBI LODR Regulations the Board of Directors ("Board") hascarried out an annual evaluation of its performance and that of its Committees andindividual Directors.
The criteria for performance evaluation of the Board included aspects like Boardcomposition and structure; effectiveness of Board processes information and functioningetc. The criteria for performance evaluation of Committees of the Board included aspectslike the composition of Committees effectiveness of committee meetings etc. The criteriafor performance evaluation of the individual Directors included aspects on contribution tothe Board and Committee meetings like preparedness on the issues to be discussedmeaningful and constructive contribution and inputs in meetings etc. In addition theChairperson was also evaluated on the key aspects of his role.
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 2020-21 no complaints were received by the Company related to sexualharassment.
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 the Companies Act 2013. The disclosureof related party transactions as required to be made under Section 134(3) (h) of theCompanies Act 2013 in Form AOC-2 is therefore not applicable. Transactions with relatedparties as per requirements of Accounting Standard 18 are disclosed in the notes toaccounts annexed to the financial statements. Policy on transactions to be undertaken withrelated parties can be accessed through above mentioned link.
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
Particulars of the loans given investments made guarantees given or securitiesprovided during the year and the purpose for which the loans / guarantees / securities areproposed to be utilized by the recipient of such loan / guarantee / security is given inAnnexure A of the Independent Auditor's Report.
Particulars of loans given to the directors or related parties during the year is givenin point K of Note 19 of the Independent Auditor's Report.
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 though 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 Board of || |
|City Pulse Multiplex Limited || |
|Arpit Rajnikant Mehta || |
|Mg. Director ||August 6 2021 |
|DIN: 00213945 ||Ahmedabad |