To the Members
Your directors have pleasure in presenting the fifteenth report on the business andoperations of your Company for the year ended March 31 2019.
RESULT OF OPERATIONS
The financial performance of your Company on a standalone and consolidated basis forthe year ended March 312019 is summarized below:
| || || || || || ||(र ) |
|Particulars || |
| ||FY19 ||FY18 ||Growth ||FY19 ||FY18 ||Growth |
|Revenue from Operations ||42417.54 ||42406.13 ||0.03% ||60938.25 ||59057.22 ||3.09% |
|Other Operating Income ||50.50 ||245.72 ||-386.57% ||247.89 ||345.74 ||-39.47% |
|Other Income ||69.02 ||113.65 ||-64.66% ||498.99 ||292.90 ||41.30% |
|Total Income ||42537.06 ||42765.50 ||-0.54% ||61685.13 ||59695.86 ||3.22% |
|Total Expenses ||30613.96 ||28818.64 ||5.86% ||44857.73 ||42403.14 ||5.47% |
|Earnings before Interest Tax Depreciation and Amortisation (EBITDA) ||11923.10 ||13946.86 ||-16.97% ||16827.40 ||17.292.72 ||-2.77% |
|EBITDA Margin ||28.03% ||32.61% ||- ||27.28% ||28.97% ||- |
|Depreciation and Amortisation ||5643.51 ||6166.20 ||-9.26% ||7358.00 ||7983.28 ||-8.50% |
|Earnings before Interest and Tax (EBIT) ||6279.59 ||7780.66 ||-23.90% ||9469.40 ||9309.44 ||1.69% |
|Finance Cost ||889.96 ||607.84 ||31.70% ||1102.41 ||918.08 ||16.72% |
|Finance Income ||(1016.63) ||(3677.51) ||-261.74% ||(1224.22) ||(798.35) ||34.79% |
|Profit before Tax and share of profit from associates ||6406.26 ||10850.33 ||-69.37% ||9591.21 ||9189.71 ||4.19% |
|Share of profit from associates (net) ||- ||- ||- ||357.93 ||648.58 ||-81.20% |
|Profit before tax and after share of profit from associates ||6406.26 ||10850.33 ||-69.37% ||9949.14 ||9838.29 ||1.11% |
|Tax ||2348.04 ||2662.77 ||-13.40% ||3447.30 ||3784.14 ||-9.77% |
|Profit after Tax (PAT) ||4058.22 ||8187.56 ||-101.75% ||6501.84 ||6054.15 ||6.89% |
|Other Comprehensive Income ||(34.15) ||3.42 ||110.01% ||187.81 ||(16.87) ||108.98% |
|Total comprehensive income for the year net of tax ||4024.07 ||8190.98 ||-103.55% ||6689.65 ||6037.28 ||9.75% |
|Profit for the year attributable to equity shareholder ||- ||- ||- ||6653.54 ||6285.65 ||5.53% |
|Profit for the year attributable to Non-controlling interest ||- ||- ||- ||(151.70) ||(231.50) ||-52.60% |
|Other comprehensive income attributable to equity Shareholder ||- ||- ||- ||187.81 ||(17.71) ||109.43% |
|Other comprehensive income attributable to Non controlling interests ||- ||- ||- ||- ||0.84 ||-100% |
For a detailed analysis of the financial performance please refer to the"Management Discussion and Analysis" Section forming part of the Annual Report.
There are no material changes or commitments affecting the financial position of theCompany between the end of the financial year in question and the date of this report.
Based on the Company's performance the directors are pleased to recommend for approvalof the members a final dividend of र 2.50 per share for the financial year 2018-19. Thefinal dividend on equity shares if approved by the members would involve a cash outflowof र 854.46 lacs including dividend tax resulting in a payout of 21.06% of the standaloneprofits of the Company. Further the Board on May 21 2019 had declared an interimdividend of र 27.50 per share which includes a one-time special dividend of '15.00 pershare for the financial year 2018-19 which involved a cash outflow of र 9399.06 lacsincluding dividend tax resulting in a payout of 231.61% of the standalone profits of theCompany.
The paid up equity share capital of the Company as on March 31 2019 was र 2835.08lacs. During the year under review the Company has not issued any new shares.
EMPLOYEE STOCK OPTIONS
The Company operates the 'UFO Moviez India Limited - Employee Stock Option Scheme -2014' (ESOP Scheme 2014) which is compliant with SEBI ESOP Regulations.
During the year under review on April 3 2018 the Board of Directors of the Companyon the recommendations of the Compensation Committee of the Board of Directors granted208578 employee stock options at an exercise price of र 400 per option to the employeesof the Company and its subsidiaries.
Further on May 15 2018 members of the Company through special resolutions passed byway of postal ballot had approved repricing and change in exercise period of 628503employees stock options granted on December 12 2014. The exercise price of 628503employees stock options is repriced from र 600 per option to र 400 per option and theexercise period is extended upto December 11 2020.
Mr. Kapil Agarwal Joint Managing Director and Key Managerial Personnel of the Companyi.e. Mr. Ashish Malushte Chief Financial Officer Mr. Rajesh Mishra Chief ExecutiveOfficer - Indian Operations and Mr. Sameer Chavan Company Secretary have voluntarilyprovided an undertaking to the Company that they will not dispose-off the equity sharesarising out of conversion of the options (which are being repriced) for a period of 2years from the date of members' approval for revision of exercise price.
The details of employee stock options form part of the notes to accounts of thefinancial statements in the Annual Report and relevant disclosures as per the requirementsof the SEBI (Share Based Employee Benefits) Regulations 2014 are available on theCompany's website under the web link: http://www. ufomoviez.com/IR-Finance.aspx
particulars of loans guarantees or
Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in the Annual Report.
Your Company has not accepted any fixed deposits within the meaning of Section 73 ofthe Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014 andas such no amount of principal or interest was outstanding as of the Balance Sheet date.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended as"Annexure-1" to this report.
Your Company prepares its financial statements in compliance with the requirements ofIndian Accounting Standards (Ind AS) notified under the Companies (Indian AccountingStandards)
Rules 2015 and relevant amendment rules issued thereafter as notified under Section133 of the Companies Act 2013 the relevant provisions of the Companies Act 2013 andguidelines issued by the Securities and Exchange Board of India (SEBI) as applicable.Further in the financial statement for the year ending March 31 2019 the financialstatements for the previous year ended March 312018 and the Balance Sheet as at March 312018 have been prepared and presented as per Ind AS so as to make comparisons. Thefinancial statements have been prepared on a historical cost basis except for certainfinancial assets and liabilities which have been measured at fair value. The financialstatements are presented in Indian Rupees (INR) and all values are rounded to the nearestlacs except when otherwise indicated. The estimates and judgments relating to thefinancial statements are made on a prudent basis so as to reflect in a true and fairmanner the form and substance of the underlying transactions and to reasonably presentthe state of affairs as on March 31 2019 and the profit including other comprehensiveincome and cash flow and the changes in equity of the Company for the year ended March 312019.
There is no qualification in the standalone or in the consolidated financial statementsby the Statutory Auditors for the year under review.
The consolidated financial statements of the Company and its subsidiaries prepared inaccordance with relevant Indian Accounting Standards (Ind AS) notified under the Companies(Indian Accounting Standards) Rules 2015 and relevant amendment rules issued thereafteras notified under Section 133 of the Companies Act 2013 form part of the Annual Report.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts ortribunals which impact the Company's going concern status and its operations in thefuture.
SCHEME OF ARRANGEMENT
I) Amalgamation of Southern Digital Screenz India Private Limited V. N. Films PrivateLimited Edridge Limited and UFO International Limited with the Company:
On July 26 2016 the Board of Directors of the Company had approved the Scheme ofArrangement for the amalgamation of Company's wholly owned subsidiaries including stepdown subsidiaries namely Southern Digital Screenz India Private Limited ('SDS') V. N.Films Private Limited ('VNFPL') Edridge Limited ('EL') and UFO International Limited('UIL') (together referred to as the 'merging companies') with the Company subject to allthe necessary statutory / regulatory approvals ('the Scheme'). The appointed date for theamalgamation for VNFPL EL and UIL is April 1 2016 and for SDS the appointed date isJuly 1 2016.
The Company had filed the Scheme with the Bombay High Court on October 4 2016.Pursuant to notification of Section 232 of the Companies Act 2013 on December 9 2016the Company filed the Scheme with National Company Law Tribunal (NCLT) Mumbai Bench onJanuary 20 2017.
On June 22 2018 NCLT had approved the Scheme. Consequent to fulfilment of all theconditions relating to the Scheme including filing of certified copy of the order with theregistrar of companies the Scheme was effective on June 29 2018 with effect from theappointed date of April 1 2016 for the amalgamation of VNFPL EL and UIL with the Companyand the appointed date of July 12016 for SDS.
II) Composite Scheme Arrangement and Amalgamation amongst UFO Moviez India Limited andQube Cinema Technologies Private Limited and Qube Digital Cinema Private Limited andMoviebuff Private Limited and PJSA Technosoft Private Limited:
The members of the Company in their meeting held on May 21 2018 had approved theComposite Scheme of Arrangement and Amalgamation amongst UFO Moviez India Limited ('UFO')and Qube Cinema Technologies Private Limited ('QCTPL') and Qube Digital Cinema PrivateLimited ('QDCPL') and Moviebuff Private Limited ('MPL') and PJSA Technosoft PrivateLimited ('PJSA') and their respective shareholders and creditors (Qube Merger Scheme').
On May 25 2018 the Company and PJSA had jointly filed the petition with the Hon'bleNational Company Law Tribunal (NCLT) Mumbai Bench to obtain its sanction for theaforesaid Qube Merger Scheme. NCLT in a hearing held on January 21 2019 had dismissedthe said petition. The Company and PJSA had filed an appeal on February 25 2019 beforethe National Company Law Appellate Tribunal ("NCLAT") challenging theaforementioned order of the NCLT. The said appeal is currently pending before NCLAT.
As on March 31 2019; a total of 1525000 share warrants of र 10 each wereoutstanding. Each share warrant which were allotted at an issue price of र 400.13/- eachis convertible into one equity share. These share warrants are held by promoters as perdetails given below:
|Name of Allottee ||No. of share warrants |
|Mr. Sanjay Gaikwad ||250000 |
|Mr. Narendra Hete ||250000 |
|Valuable Media Limited ||1025000 |
The share warrants are exercisable within a period of 18 months from the date of theirallotment i.e. December 16 2017 in one or more tranches. The share warrants will lapseif not exercised within a period of 18 months from their allotment i.e. by June 15 2019.
The Company had received a subscription amount of र 1525.50 lacs i.e. 25% of theissue price of the share warrants at the time of subscription and remaining 75% of theissue price of the share warrants will be received by the Company once these sharewarrants are exercised.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34(2) of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 ('the ListingRegulations') the Management Discussion and Analysis is set out in the Annual Report.
subsidiaries associates and joint ventures
As at March 31 2019 your Company had 6 direct subsidiaries 6 step-down subsidiariesand 5 associates.
During the year under review the Company has made an investment of र 60 lacs inValuable Digital Screens Private Limited (VDSPL) a subsidiary company of the Company bypurchasing remaining 2895 equity shares (representing 20% of equity share capital ofVDSPL) from the existing shareholder of VDSPL. Post this acquisition VDSPL became awholly owned subsidiary of the Company.
Further upon effect of amalgamation of Southern Digital Screenz India Private LimitedV. N. Films Private Limited Edridge Limited and UFO International Limited wholly ownedsubsidiaries with the Company with effect from June 29 2018 the said wholly ownedsubsidiary companies ceased to exist from the said date.
Also the name of United Film Organisers (UFO) (Mauritius) Private Limited has beenremoved from the Register of Companies as per the local laws of Mauritius and ceased toexist with effect from June 8 2018.
Further during the year under review Scrabble Entertainment Limited (SEL) whollyowned subsidiary of the Company has made an investment of र 2400 lacs in Scrabble DigitalLimited (SDL) associate company of SEL by purchasing 395428 equity shares(representing 66.67% of equity share capital of SDL) from existing shareholders of SDL.Post this acquisition SDL became a wholly owned subsidiary of the SEL and thereby becamestep-down wholly owned subsidiary company of the Company.
Also during the year under review Scrabble Audio Visual Equipment Trading LLC -Dubai an associate company was incorporated by one of the step-down subsidiary of theCompany i.e. Scrabble Entertainment DMCC with holding of 49% partner's share capitalthrough total investment of र 28.27 lacs (AED 147000).
During the year under review the Board of Directors reviewed the affairs of thesubsidiaries. The consolidated financial statements of the Company and all itssubsidiaries have been prepared in accordance with Section 129(3) of the Companies Act2013 and form part of the Annual Report. Further a statement containing the salientfeatures of the financial statements of the subsidiaries of the Company in the prescribedformat AOC- 1 is attached to the financial statements. The statement also provides thedetails of performance and financial position of each of the subsidiaries and associates.
In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of each of its subsidiaries are available on the
Company's website under the web link: http://www.ufomoviez. com/IR-Finance.aspx Thesedocuments are also available for inspection during business hours at the Company'sregistered office in Mumbai India.
The Corporate Governance Report for the financial year ended March 31 2019 forms partof the Annual Report.
Your Company recognizes and embraces the benefits of having a diverse Board thatpossesses a balance of skills experience expertise and diversity of perspectivesappropriate to the requirements of the businesses of the Company. The Company seesincreasing diversity at the Board level as an essential element in maintaining competitiveadvantage. A truly diverse Board will include and make good use of the differences in theskills regional and industry experience and background among directors. Thesedifferences are considered in determining the optimal composition of the Board. The Boardhas adopted a Board Diversity Policy which sets out its approach in this regard. The BoardDiversity Policy is available on the Company's website under the web link:http://www.ufomoviez.com/IR- Corporate-Governance.aspx
NUMBER OF MEETINGS OF THE BOARD
The Board met 9 times during the financial year the details of which are given in theCorporate Governance Report that forms part of the Annual Report. The intervening gapbetween any two consecutive board meetings was within the period prescribed by theCompanies Act 2013.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The current policy is to have an optimum combination of executive and non-executivedirectors with an independent nonexecutive chairman to maintain the independence of theBoard and to separate the functions of governance and management in the Company.
As on March 31 2019 the Board consisted of 7 members 2 of whom are executivedirectors and 5 are non-executive directors. Out of the 5 non-executive directors 3 areindependent directors. The Board periodically evaluates the need for change in itscomposition and size.
The policy of the Company on directors' appointment and remuneration including thecriteria for determining the qualifications the positive attributes independence andother matters provided under Section 178(3) of the Companies Act 2013 is adopted by theBoard. The silent features of the said policy is appended as "Annexure-2" tothis report. The remuneration paid to the directors is as per the terms laid out in theNomination and Remuneration Policy of the Company. During the year under review theCompany has modified its Nomination and Remuneration Policy to the extent of change indefinition of senior management as per amendments in the Listing Regulations.
The Nomination and Remuneration Policy of the Company is available on the Company'swebsite under the web link: http:// www.ufomoviez.com/IR-Corporate-Governance.aspx
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and under the Listing Regulations.
Regulation 4(2)(f) the Listing Regulations 2015 mandates that the Board shall monitorand review the Board evaluation framework. The Companies Act 2013 states that a formalannual evaluation needs to be made by the Board of its own performance and that of itscommittees and individual directors. Schedule IV of the Companies Act 2013 states thatthe performance evaluation of independent directors shall be done by the entire Board ofDirectors excluding the director being evaluated.
The performance evaluation of all the individual directors the Board as a whole andthat of its committees was conducted based on the criteria and framework adopted by theBoard. The Board approved the evaluation results as recommended by the Chairman of theNomination and Remuneration Committee.
TRAINING OF INDEPENDENT DIRECTORS
The Company familiarizes its Directors including independent directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company etc. through variousprogrammes. These include orientation programme upon induction of new Directors as wellas other initiatives to update the Directors on a continuing basis.
The familiarization programme for Independent Directors is disclosed on the Company'swebsite under the web link: http:// www.ufomoviez.com/IR-Corporate-Governance.aspx
The Managing Director and the Joint Managing Director also have one-on-one discussionwith the Directors on a regular basis. In addition the Senior Management of the Companyinteracts regularly with the Directors both individually and collectively. The aboveinitiatives help the Directors to understand and keep themselves updated about theCompany its business and the regulatory framework in which the Company operates and equipthemselves to effectively fulfill their role as Directors of the Company.
Further at the time of appointment of an independent director the Company issues aformal letter of appointment outlining his/ her role function duties andresponsibilities as a director. The terms and conditions of their appointment areavailable on the Company's website under the web link: http://www.ufomoviez.com/IR-Corporate-Governance.aspx
There were no fresh appointments of Directors during the year under review.
retirement and re-appointments
In accordance with the provisions of Section 152 of the Companies Act 2013 and interms of the Articles of Association of the Company Mr. Raaja Kanwar retires by rotationat the forthcoming Annual General Meeting and being eligible offers himself forre-appointment. The Board recommends his reappointment.
The Companies Act 2013 provides for the appointment of independent directors. Section149(10) of the Companies Act 2013 provides that independent directors shall hold officefor a term of up to five consecutive years on the Board of a Company and shall be eligiblefor re-appointment on passing a special resolution by the shareholders of the Company.Accordingly all the independent directors were appointed by the shareholders at thegeneral meeting as required under Section 149(10) for a period of 3 years with effect fromNovember 20 2014.
Further all the independent directors were re-appointed for a second term by theshareholders at the general meeting as required under Section 149(10) for a period of 5years with effect from November 20 2017.
Further according to Section 149(11) no independent director shall be eligible forappointment for more than two consecutive terms of 5 years. Sub-section (13) states thatthe provisions of retirement by rotation as defined in Section 152(6) and 152(7) of theCompanies Act 2013 shall not apply to such independent directors.
Mr. Sanjay Gaikwad Managing Director of the Company had been re-appointed for a periodof 5 years from October 17 2013 to October 16 2018 and Mr. Kapil Agarwal Joint ManagingDirector of the Company had been reappointed for a period of 5 years from March 1 2014 toFebruary 28 2019.
The members of the Company at their Annual General Meeting held on August 8 2018re-appointed Mr. Sanjay Gaikwad as Managing Director of the Company for period of 5 yearsfrom October 17 2018 and Mr. Kapil Agarwal as Joint Managing Director of the Company fora period of 5 years from March 1 2019 and approved their remuneration.
RESIGNATIONS / RETIREMENT
During the year under review none of the directors resigned from the Board of theCompany.
During the year under review Mr. Varun Laul Director of the Company retired byrotation.
INDEPENDENT DIRECTORS' MEETING
The Independent Directors met on June 14 2018 and May 20 2019 inter alia to:
(a) review the performance of the Non-Independent Directors and the Board of Directorsas a whole;
(b) review the performance of the Chairman of the Company taking into account theviews of Executive Directors and Non-Executive Directors
(c) assess the quality content and timeliness of the flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform its duties.
INTERNAL FINANCIAL CONTROLS
Your Company has laid out an Internal Control Framework which is commensurate with thesize scale and complexity of its operations. This framework ensures the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information. Controls have been identified along with risks andmitigation processes covering major areas across all business functions. These Internalcontrols were reviewed by the Internal auditors.
Strengthening of controls is a continuous and evolving process in the Company. Basedupon observations findings and recommendations of the internal auditors process ownersdevelop preventive and corrective actions which are then deployed across the organization.
Based on the Board's evaluation it was determined that the Company's internalfinancial controls are adequate and were operating effectively as of March 31 2019.
COMPOSITION OF AUDIT AND RISK MANAGEMENT COMMITTEE
The Audit and Risk Management Committee of the Company as on March 31 2019 comprisedof 3 Independent Directors Mr. Sanjeev Aga Mr. S. Madhavan and Ms. Lynn de Souza and 1Non Executive Non-Independent Director Mr. Ameya Hete. Mr. Sanjeev Aga is the Chairmanof the Committee.
All members of the Audit and Risk Management Committee possess requisite experience andknowledge of accounting and financial management. For further details on the Audit andRisk Management Committee please refer to the Corporate Governance Report forming part ofthe Annual Report.
COMPOSITION OF STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee of the Company as on March 31 2019 comprisedof 1 Independent Director Ms. Lynn de Souza; 1 Non-Executive Director Mr. Ameya Hete and2 Executive Directors Mr. Sanjay Gaikwad and Mr. Kapil Agarwal. Ms. Lynn de Souza is theChairperson of the Committee. For further details on the Stakeholders' RelationshipCommittee please refer to the Corporate Governance Report forming part of the AnnualReport.
WHISTLE BLOWER POLICY
The Company has a whistle blower policy to report genuine concerns or grievances.
The details of the Whistle blower policy are available on the Company's website underweb link: http://www.ufomoviez. com/IR-Corporate-Governance.aspx For further details onthe Whistle blower policy please refer to the Corporate Governance Report forming part ofthe Annual Report.
The Company has developed and implemented Risk Management plans in accordance with theprovisions of the Companies Act 2013 and the Listing Regulations. The Risk Managementplans define the risk management approach of the Company and includes a periodic review ofsuch risks and also the documentation mitigating measures and reporting mechanism ofsuch risks.
DIRECTORS' RESPONSIBILITY STATEMENTS REQUIRED UNDER SECTION 134(3)(C) OF THE COMPANIESACT 2013
Based upon the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the Internal Statutoryand Secretarial Auditors and the reviews performed by the Management and the relevantBoard Committees including the Audit Committee the Board is of the opinion that theCompany's internal financial controls were adequate and operating effectively during thefinancial year 2018-19.
Accordingly pursuant to Section 134(3)(c) and 134(5) of the Companies Act 2013 theBoard of Directors to the best of their knowledge and ability confirm that:
(a) the financial statements for the financial year ended March 31 2019 have beenprepared on a going concern basis in accordance with relevant Indian Accounting Standards(Ind AS) and there are no material departures from the same;
(b) the accounting policies selected were applied consistently and the judgments andestimates related to financial statements have been made on a reasonable and prudent basisso as to reflect in a true and fair manner the form and substance of the underlyingtransactions and to reasonably present the state of affairs as on March 31 2019 and theprofit including other comprehensive income and cash flow and the changes in equity of theCompany for that period ;
(c) 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) internal financial controls to be followed by the Company have been laid down andthat such internal financial controls are adequate and are operating effectively; and
(e) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and such systems were adequate and operating effectively.
corporate social responsibility (csr)
The Board has constituted a CSR Committee headed by Mr. Sanjay Gaikwad as Chairman withMs. Lynn de Souza and Mr. Kapil Agarwal as Members. The Committee is responsible forformulating and monitoring the CSR policy of the Company. The Company has adopted a CSRpolicy in compliance with the provisions of the Companies Act 2013. The same is availableon the website of the Company under web link: http://www.ufomoviez.com/IR-Corporate-Governance.aspx
The average net profit of the Company computed as per Section 198 of the CompaniesAct 2013 during the three immediately preceding financial years was र 8128.76 lacs. Itwas hence required to spend a minimum of र 162.58 lacs on CSR activities during thefinancial year 2018-19 being 2% of the average net profits of the three immediatelypreceding financial years.
The Company has contributed an amount of र 163.00 lacs towards CSR activities againstits obligation of र 162.58 lacs for the financial year 2018-19.
The annual report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 is set out as "Annexure-3" forming part ofthis Report.
CONSERVATION OF ENERGY RESEARCH AND development technology absorption foreign
EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Section 134(3)(m) of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 are enclosed as "Annexure-4" to thisreport.
Your Company is publishing only the statutory disclosures of the Annual Report in theprint version. Additional information is available on the Company's websitewww.ufomoviez.com. Electronic copies of the Annual Report 2018-19 and Notice of the 15thAnnual General Meeting are sent to all members whose email addresses are registered withthe Company / Depository Participant(s). For members who have not registered their emailaddresses physical copies of the Annual Report 2018-19 and the Notice of the 15th AnnualGeneral Meeting are sent in the permitted mode. Members requiring physical copies can senda request to the Company.
At the 14th Annual General Meeting held on August 9 2018 M/s. B S R & Co. LLPChartered Accountants were appointed as Statutory Auditors of the Company to hold officefrom the conclusion of 14th Annual General Meeting of the Company untill the conclusion ofthe 19th Annual General Meeting for a consecutive term of five years. As per thecommencement of notification of Section 40 of the Companies Amendment Act 2017 witheffect from May 7 2018 the first proviso of Section 139 of the Companies Act 2013 whichwas referring to ratification of the appointment of Statutory Auditor at every AnnualGeneral Meeting of the Company has been omitted. Hence the Company is not required toratify the appointment of M/s. B S R & Co. LLP Chartered Accountants as the StatutoryAuditors of the Company for the financial year 2019-20.
During the year under review the Statutory Auditors have not reported any instances offrauds committed in the Company by its Officers or Employees to the Audit and RiskManagement Committee under Section 143(12) of the Companies Act 2013 details of whichneeds to be mentioned in this Report.
Mr. Dharmesh Zaveri of M/s. D.M. Zaveri & Co. Practicing Company Secretaries wasappointed to conduct the secretarial audit of the Company for the financial year 2018-19as required under Section 204 of the Companies Act 2013 and Rules thereunder. Thesecretarial audit report for financial year 201819 forms part of the Annual Report as"Annexure-5" to this report. There are no qualifications or adverse observationsby the Secretarial Auditor of the Company for the year under review.
The Company has complied with the applicable Secretarial Standards i.e. SS-1 and SS-2relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended as "Annexure-6" to thisreport. Also the same is also available on the Company's website under the web link athttp:// www.ufomoviez.com/IR-Corporate-Governance.aspx
Your Directors believe that the key to success of any Company are its employees. YourCompany has a team of able and experienced professionals whose dedicated efforts andenthusiasm has been an integral part of your Company's growth. Your Directors would liketo place on record their deep appreciation of their continuous effort and contribution tothe Company.
Particulars of employees
The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 disclosingthe ratio of the remuneration of each director to the median employee's remuneration andsuch other details is appended as "Annexure-7" to this report.
A statement containing the names of every employee employed throughout the financialyear 2018-19 and in receipt of remuneration for the said financial year which in theaggregate was not less than र 102 lacs and employed for a part of the financial year2018-19 was in receipt of remuneration for any part of the said financial year at a ratewhich in the aggregate was not less than र 8.50 lacs per month and top 10 employees interms of remuneration under Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms an integral part of this report. The same is notbeing sent alongwith this annual report to the members of the Company in line with theprovisions of Section 136 of the Companies Act 2013.
Members who are interested in obtaining these particulars may write to the CompanySecretary at the registered office of the Company and the same will be furnished onrequest.
Policy on prevention prohibition and redressal of sexual harassment at workplace
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment at the workplace in line with the provisions of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and the Rules there under. The Policy aims to provide protection to employees at theworkplace and prevent and redress complaints of sexual harassment and for mattersconnected or incidental thereto with the objective of providing a safe workingenvironment where employees feel secure. The Company has also constituted an InternalComplaints Committee as per the provisions of the said act to inquire into complaints ofsexual harassment and recommend appropriate action. The Company has not received anycomplaint of sexual harassment during the financial year 2018-19.
Statements in this Report and the Management Discussion & Analysis describing theCompany's objectives projections estimates expectations or forecasts may beforward-looking within the meaning of applicable securities laws and regulations. Actualresults may differ materially from those expressed or implied in the statement. Importantfactors that could influence the Company's operations include economic conditionsaffecting demand/supply and price conditions in the domestic and overseas markets in whichthe Company operates changes in government regulations tax laws economic developmentswithin the country and other incidental factors.
Your directors thank all customers vendors investors bankers and all other businesspartners for their excellent support during the year. They wish to place on recordappreciation of the strong commitment and contribution made by employees of the Company atall levels.
Your directors also take this opportunity to place on record their appreciation forcontinued co-operation and unstinted support received from the film producersdistributors exhibitors and advertisers who have contributed to the success of theCompany.
Your directors thank the Central Government various State Governments and otherGovernment agencies and bodies for their support and look forward to their continuedsupport in the future.
For and on behalf of the Board of Directors
| || |
|Kapil Agarwal ||Ameya Hete |
|Joint Managing Director ||Director |
|DIN: 00024378 ||DIN: 01645102 |
|Place: Mumbai || |
|Date: May 21 2019 || |