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UFO Moviez India Ltd.

BSE: 539141 Sector: Media
NSE: UFO ISIN Code: INE527H01019
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VOLUME 637239
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Mkt Cap.(Rs cr) 312
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OPEN 105.30
CLOSE 103.60
VOLUME 637239
52-Week high 115.60
52-Week low 68.75
P/E
Mkt Cap.(Rs cr) 312
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

UFO Moviez India Ltd. (UFO) - Director Report

Company director report

To the Members

Your directors have pleasure in presenting the sixteenth report on the business andoperations of your Company for the year ended March 31 2020.

RESULT OF OPERATIONS

The financial performance of your Company on a standalone and consolidated basis forthe year ended March 31 2020 is summarized below:

(Rs in Lacs)
Particulars Standalone

Consolidated

FY20 FY19 Growth FY20 FY19 Growth
Revenue from Operations 34505.18 44830.99 -23.03% 49859.29 60938.25 -18.18%
Other Operating Income 248.12 51.34 383.28% 352.87 247.89 42.35%
Other Income 132.30 69.36 90.74% 180.23 498.99 -63.88%
Total Income 34885.60 44951.69 -22.39% 50.392.40 61685.13 -18.31%
Total Expenses 26822.55 33118.31 -19.01% 38449.43 44857.73 -14.29%
Earnings before Interest Tax Depreciation and Amortisation 8063.05 11833.38 -31.86% 11942.97 16827.39 -29.03%
(EBITDA)
EBITDA Margin 23.11% 26.32% -12.20% 23.70% 27.28% -13.12%
Depreciation and Amortisation 6128.21 6067.92 0.99% 7102.79 7358.00 -3.47%
Earnings before Interest and Tax (EBIT) 1934.84 5765.46 -66.44% 4840.18 9469.40 -48.89%
Finance Cost 1006.06 1429.38 -29.62% 1009.99 1102.41 -8.38%
Finance Income (9427.48) (948.65) 893.78% (991.23) (1224.22) -19.03%
Profit before Tax and share of profit from associates 10356.26 5284.73 95.97% 4821.42 9591.21 -49.73%
Share of profit from associates (net) - - - 396.38 357.93 10.74%
Profit before tax and after shares of profit from associates 10356.26 5284.73 95.97% 5217.80 9949.14 -47.56%
Tax 224.45 2348.06 -90.44% 1340.74 3447.30 -61.11%
Profit after Tax (PAT) 10131.81 2936.67 245.01% 3877.06 6501.84 -40.37%
Other Comprehensive Income 102.10 (34.15) -398.98% 328.51 187.81 74.92%
Total comprehensive income for the year net of tax 10233.91 2902.52 252.59% 4205.57 6689.65 -37.13%
Profit for the year attributable to equity shareholder - 3877.06 6653.54 -41.73%
Profit for the year attributable to Non-controlling interests - - - - (151.70) -100.00%
Other comprehensive income attributable to equity Shareholder - - - 328.51 187.81 74.92%
Other comprehensive income attributable to Non controlling interests - - - - - -

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.

DIVIDEND

The Board on February 27 2020 had declared an interim dividend year 2019-20 which ofRs 15/-per equity share for the financial involved a cash outflow of Rs 4252.62 lacsincluding dividend tax resulting in a payout of 41.97% of the standalone profits of the

Company. Further in the wake of nationwide lockdown as directed by the Government ofIndia due to sudden outbreak of COVID-19 cinemas across the country are shut since middleof March 2020 bringing the business of the Company to a grinding halt and there is stillno clarity when the cinemas will be allowed to re-open. In view of the same the Companyhas decided to conserve its resources and not to declare the final dividend for thefinancial year 2019-20.

TRANSFER TO RESERVES

During the year under review the Company has not transferred any amount to thereserves.

UFO Moviez India Limited

SHARE CAPITAL

The paid up equity share capital of the Company as on March 31 2020 was Rs 2835.08lacs comprising of 28350801 equity shares of Rs 10/- each. During the year underreview 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 SEBIESOP Regulations.

During the year under review the Company has neither granted any employee stockoptions under the ESOP Scheme 2014 nor any employee has exercised any stock options.

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 the Company's website underthe web link: https://www. ufomoviez.com/investor

PARTICULARS OF LOANS GUARANTEES OR

INVESTMENTS

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.

PUBLIC DEPOSITS

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 on public deposits was outstanding as of theBalance 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 are appended as"Annexure-1" to this report.

FINANCIAL STATEMENTS

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 2020 the financialstatements for the previous year ended March 31 2019 and the Balance Sheet as at March31 2019 have been prepared and presented as per Ind AS. The financial statements havebeen prepared on a historical cost basis except for certain financial assets andliabilities which have been measured at fair value. The financial statements are presentedin Indian Rupees (INR) and all values are rounded to the nearest lacs except whenotherwise indicated. The estimates and judgments relating to the financial statements aremade on a prudent basis so as to reflect in a true and fair manner the form and substanceof the underlying transactions and to reasonably present the state of affairs as on March31 2020 and the profit including other comprehensive income and cash flow and the changesin equity of the Company for the year ended March 31 2020.

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 issuedthereafter as 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) Composite Scheme Arrangement and Amalgamation amongst UFOMoviez India Limited and Qube Cinema Technologies Private Limited and Qube Digital Cinema

Private Limited and Moviebuff 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 Private Limited (‘QDCPL') and Moviebuff Private Limited(‘MPL') and PJSA Technosoft Private Limited (‘PJSA') and their respectiveshareholders 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 before the NationalCompany Law Appellate Tribunal (‘NCLAT') challenging the aforementioned order of theNCLT. The NCLAT had by way of its order dated October 24 2019 (‘NCLAT Order') whichwas made available on

October 25 2019 allowed the Appeal and had set aside the aforesaid order of the NCLT.Further the NCLAT Order has recorded that the representative of the Union of IndiaMinistry of Corporate Affairs through Regional Director Western Region had concededbefore NCLAT that the grounds given for rejection of the Qube Merger Scheme in the NCLTOrder were uncalled for and the NCLT was only required to notice all the requirements ofSections 230-232 of Companies Act 2013.

However upon dismissal of the said petition by the NCLT on January 21 2019 theImplementation Agreement and Share Purchase Agreement executed on November 1 2017 withvarious parties was terminated on February 20 2019 by the potential new investors of theCompany. Therefore the Company did not proceed with the original scheme despite the NCLATorder. ii) Scheme of Arrangement between Valuable Digital Screens Private Limited("VDSPL" or "the Demerged Company") and UFO Moviez India Limited("UFO" or "the Resulting Company" or "the Company") andtheir respective shareholders:

The Board of Directors of the Company at its meeting held on June 7 2019 had approvedthe Scheme of Arrangement between Valuable Digital Screens Private Limited("VDSPL" or "the Demerged Company") and UFO Moviez India Limited("UFO" or "the Resulting Company" or "the Company") andtheir respective shareholders ("Scheme") under Sections 230 to 232 of theCompanies Act 2013 subject to requisite approvals.

On July 18 2019 the Company had filed a joint petition in relation to the Scheme withthe Hon'ble National Company Law Tribunal Mumbai Bench ("NCLT") to obtain itssanction for the aforesaid Scheme.

Consequently the NCLT sanctioned the Scheme pursuant to Section 230 -232 and otherrelevant provisions of the Companies Act 2013 vide its order dated November 21

2019. The certified copy of the said order was received on December 3 2019 from NCLTwhich had been filed with the Registrar of Companies Mumbai Maharashtra by the Companyon December 4 2019.

As per the order thus the Scheme of Arrangement became operational/effective 1 2019and under this Scheme the business of Caravan Talkies of VDSPL became deemed to becarried on by

UFO and was vested in UFO with effective from April 1 2019. VDSPL post the saideffective date would continue to operate the Exhibition Businesses i.e. Nova Cinemaz andClub Cinema.

SHARE WARRANTS

As on March 31 2020; there were no outstanding share warrants of the Company.

On December 16 2017 the Company had allotted a total of 1525000 share warrants of Rs10 each at an issue price of Rs 400.13/- each convertible into one equity share tocertain promoters of the Company. The details of the same are given below:

Name of Allottee No. of share warrants
Mr. Sanjay Gaikwad 250000
Mr. Narendra Hete 250000
Valuable Media Limited 1025000

The Company had received a subscription amount of Rs 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 were to be received by the Company when the sharewarrants are exercised.

The share warrants were exercisable within a period of 18 months from the date of theirallotment (December 16 2017) i.e. by June 15 2019. As the warrant holders did notexercise the share warrants by June 15 2019 the said share warrants have lapsed and havebeen cancelled and consequently the subscription amount of Rs 1525.50 lacs has beenretained by the Company.

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 Listing Regulations') the

Management Discussion and Analysis is set out in the Annual Report.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

As at March 31 2020 your Company had 6 direct subsidiaries 6 step-down subsidiariesand 6 associates.

During the year under review the Board of Directors of the Company in its meeting heldon December 20 2019 had approved an investment of Rs 20 crores in Cinestaan Digital

Private Limited (‘CDPL') by way of subscription to Compulsory

Convertible Preference Shares and Share warrants over a period of up to three years foracquiring up to 62.50% equity stake in CDPL on a fully diluted basis.

During the year under review the Company had made an investment of Rs 500 lacs inCDPL by subscribing to 1153026 Compulsorily Convertible Preference Share and 3878975warrants issued by CDPL.

During the year under review the Board of Directors reviewed the affairs of thesubsidiaries of the Company. The fromtheAppointedDatethatisApril consolidated financialstatements of the Company and all its subsidiaries have been prepared in accordance withSection 129(3) of the Companies Act 2013 and form part of the Annual Report. Further astatement containing the salient features of the financial statements of the subsidiariesof the Company in the prescribed format AOC- 1 is attached to the financial statements.

The statement also provides the details of the performance and financial position ofeach 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'swebsite under the web link: https://www.ufomoviez. com/investor These documents are alsoavailable for inspection during business hours at the Company's registered office in

Mumbai India.

CORPORATE GOVERNANCE

The Corporate Governance Report for the financial year ended

March 31 2020 forms part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT

SEBI vide its notification dated December 26 2019 has amended Regulation 34 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. As per the saidamendment top one thousand listed entities based on market capitalization (calculated ason March 31 of every financial year) are required to prepare and include in its annualreport a business responsibility report describing the initiatives taken by them from anenvironmental social and governance perspective in the format as specified by the SEBIfrom time to time. Accordingly the Business Responsibility Report for the financial yearended March 31 2020 has been prepared and the same forms the part of the Annual Report.

BOARD DIVERSITY

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 acompetitive advantage. A truly diverse in the Board will include and make good use of thedifferences skills regional and industry experience and background among directors.These differences the optimal composition of the Board. The Board has adopted a BoardDiversity Policy which sets out its approach in this regard. The Board Diversity Policy isavailable on the Company's website under the web link: https://www.ufomoviez.com/investor

NUMBER OF MEETINGS OF THE BOARD

The Board met 11 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 of the Company is to have an optimum combination of executive andnon-executive directors with an independent non- executive chairman to maintain theindependence of the Board and to separate the functions of governance and management inthe Company.

As on March 31 2020 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 and Mr. Sanjeev Aga an independent director is the Chairman of theBoard of 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 matters provided under Section 178(3) of theCompanies Act 2013 is adopted by the Board. The silent features of the said policy isappended as "Annexure-2" to this report. The remuneration paid to the directorsis as per the terms laid out in the Nomination and Remuneration Policy of the Company.

During the year under review the Company has modified its

Nomination and Remuneration Policy to the extent of change in definition of seniormanagement 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: https:// www.ufomoviez.com/investor During the year underreview the non-executive directors of the Company had no pecuniary relationship ortransactions with the Company other than the sitting fees and commission if any andreimbursement of expenses incurred by them for the purpose of attending meetings of theBoard / Committee of the Company.

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.

As no independent directors have been appointed during the year under review therelevant statement regarding the opinion of the Board with reference to such independentdirectors is inapplicable.

The Board is of the opinion that the Independent Directors of the Company possessrequisite qualifications experience and expertise in the fields of general corporatemanagement marketing finance taxation accounts and strategy and they hold higheststandards of integrity.

BOARD EVALUATION

Regulation 4(2)(f) of the Listing Regulations 2015 mandates that the Board shallmonitor and review the Board evaluation framework. The Companies Act 2013 states that aformal annual evaluation needs to be made by the Board of its own performance and that ofits committees and individual directors. Further regulation 17(10) of the ListingRegulations 2015 and Schedule IV of the Companies Act 2013 states that the performanceevaluation of independent directors shall be done by the entire Board of Directorsexcluding the director being evaluated. Regulation 17(10) of the Listing Regulations 2015also mandates that the Board shall evaluate the fulfilment of the independence criteria ofthe independent directors as per the Listing Regulations and their independence from themanagement.

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 training and familiarization programme for Independent Directors is disclosed onthe Company's website under the web the positive attributes independence and other link:https://www.ufomoviez.com/investor The Managing Director and the Joint Managing Directoralso have one-on-one discussion with the Directors on a regular basis. In addition theSenior Management of the Company interacts regularly with the Directors both individuallyand collectively.

The terms and conditions of their appointment are available on the Company's websiteunder the web link: https://www. ufomoviez.com/investor

INDUCTIONS

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. Ameya Hete a director retiresby rotation at the forthcoming Annual General Meeting and being eligible offers himselffor re-appointment. The Board recommends his re- appointment.

The Companies Act 2013 provides for the appointment of independent directors. Section149(10) of the Companies Act

2013 provides that independent directors shall hold office for a term of up to fiveconsecutive years on the Board of a Company and shall be eligible for re-appointment onpassing a special resolution by the shareholders of the Company. Accordingly all theindependent directors were appointed by the shareholders at the general meeting asrequired under Section 149(10) for a period of 3 years with effect from November 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.

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 a period of 5years from October 17 2018 and Mr. Kapil Agarwal as Joint Managing Director of theCompany for a period of 5 years from March 1 2019 and approved their remuneration.

RESIGNATIONS

During the year under review none of the directors have resigned from the Board of theCompany.

INDEPENDENT DIRECTORS' MEETING

The Independent Directors met on May 20 2019 and June 22 2020 inter alia to: (a)review the performance of the Non-Independent Directors and the Board of Directors as awhole; (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 and reasonably perform its duties.

INTERNAL FINANCIAL CONTROLS

Your Company has laid out an Internal Controls 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 internal financial controls are adequate and were operating effectivelyduring the financial year 2019-20.

COMPOSITION OF AUDIT AND RISK MANAGEMENT COMMITTEE

The Audit and Risk Management Committee of the Company as on March 31 2020 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 and

Risk Management Committee please refer to the Corporate Governance Report forming partof the Annual Report.

COMPOSITION OF STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Stakeholders' Relationship Committee of the Company as on March 31 2020 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 and has established the necessary vigilancemechanism in confirmation with Section

177(9) of the Companies Act 2013 and Regulation 22 of Listing Regulations to reportgenuine concerns or grievances.

The details of the Whistle blower policy are available on the Company's website underweb link: https://www.ufomoviez.com/ investor For further details on the Whistle blowerpolicy please refer to the Corporate Governance Report forming part of the Annual Report.

RISK MANAGEMENT

The Company has developed and implemented Risk Management plans in accordance with theprovisions of the Companies Act 2013 and the Listing Regulations. The Risk

Management plans define the risk management approach of the Company and includes aperiodic review of such risks and also the documentation mitigating measures andreporting mechanism of such risks.

DIRECTORS' RESPONSIBILITY STATEMENTS REQUIRED

UNDER SECTION 134(3)(C) OF THE COMPANIES ACT 2013

Based upon the framework of internal financial controls compliance systems establishedand maintained by the Company the work performed by the Internal Statutory andSecretarial Auditors and the reviews performed by the Management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that the Company'sinternal financial controls were adequate and operating effectively the financial year2019-20.

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) thefinancial statements for the financial year ended March

31 2020 have been prepared on a going concern basis in accordance with relevant IndianAccounting Standards (Ind AS) and there are no material departures from the same; (b) theaccounting policies selected were applied consistently and the judgments and estimatesrelated to financial statements have been made on a reasonable and prudent basis so as toreflect in a true and fair manner the form and substance of the underlying transactionsand to reasonably present the state of affairs as on March 31 2020 and the profitincluding other comprehensive income and cash flow and the changes in equity of theCompany for that period ;

(c) proper and sufficient care has been taken maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(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: https://www. ufomoviez.com/investor

The average net profit of the Company computed as per Section

198 of the Companies Act 2013 during the three immediately preceding financial yearswas Rs 6955.77 lacs. It was hence required to spend a minimum of Rs 139.12 lacs on CSRactivities during the financial year 2019-20 being 2% of the average net profits of thethree immediately preceding financial years.

The Company has spent an amount of Rs 139.12 lacs towards CSR activities.

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.

GREEN INITIATIVES

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 2019-20 and Notice of the 16thAnnual 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 2019-20 and the Notice of the 16th AnnualGeneral Meeting are sent in the permitted mode. Members requiring physical copies can senda request to the Company.

AUDITORS Statutory Auditors for At the 14th Annual General Meeting held onAugust 9 2018 M/s. B S R & Co. LLP Chartered Accountants were appointed asStatutory Auditors of the Company to hold office from the conclusion of 14th AnnualGeneral Meeting of the Company until the conclusion of the 19th Annual General Meeting fora consecutive term of five years. As per the commencement of notification of Section 40 ofthe Companies Amendment Act 2017 with effect from May 7 2018 the first proviso of

Section 139 of the Companies Act 2013 which was referring to ratification of theappointment of Statutory Auditor at every

Annual General Meeting of the Company has been omitted. Hence the Company is notrequired to ratify the appointment of M/s. B S R & Co. LLP Chartered Accountants asthe Statutory

Auditors of the Company for the financial year 2020-21.

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 which arerequired to be mentioned in this Report.

Secretarial Auditor

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 2019-20as required under Section 204 of the Companies Act 2013 and Rules thereunder. Thesecretarial audit report for the financial year

2019-20 forms part of this report as "Annexure-5". There are noqualifications or adverse observations by the Secretarial Auditor of the Company for theyear under review.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial

Standards i.e. SS-1 and SS-2 relating 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 athttps:// www.ufomoviez.com/investor

HUMAN RESOURCES

Your Directors believe that the key to the success of any Company are its employees.Your Company 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 statementcontaining the names of every employee employed throughout the financial year 2019-20 andin receipt of remuneration for the said financial year which in the aggregate was notless than Rs 102 lacs and employed for a part of the financial year 2019-20 was inreceipt of remuneration for any part of the said financial year at a rate which in theaggregate was not less than Rs 8.50 lacs per month and top 10 employees in terms ofremuneration under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 forms an integral part of this report. The same is not being sentalong with this annual report to the members of the Company in line with the provisions ofSection 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 on request.

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 2019-20.

CAUTIONARY STATEMENT

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.

Actual results may differ materially from those expressed or implied in the statement.Important factors that could influence the Company's operations include economicconditions affecting demand/supply and price conditions in the domestic and overseasmarkets in which the Company operates changes in government regulations tax lawseconomic developments within the country and other incidental factors.

ACKNOWLEDGMENT

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

Sanjay Gaikwad

Managing Director DIN: 01001173 Place: Mumbai Date: June 22 2020

Kapil Agarwal

Joint Managing Director DIN: 00024378

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