Inox Leisure Ltd.
|BSE: 532706||Sector: Media|
|NSE: INOXLEISUR||ISIN Code: INE312H01016|
|BSE 00:00 | 24 Apr 2020||Inox Leisure Ltd|
|NSE 05:30 | 01 Jan 1970||Inox Leisure Ltd|
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|Mkt Cap.(Rs cr)||2,219|
|Mkt Cap.(Rs cr)||2,219|
Inox Leisure Ltd. (INOXLEISUR) - Director Report
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Company director report
To the Members of INOX LEISURE LIMITED
Your Directors take pleasure in presenting to you their TwentiethAnnual Report together with the Audited Financial Statements for the Financial Year ended31st March 2019.
1. FINANCIAL RESULTS
Duringthe year under review 17 Multiplex Cinema Theatres with 77screens and 8 screens in an existing Multiplex Theatre were added. An agreement for 1Multiplex Cinema Theatre with 3 Screens was discontinued. Accordingly the tally ofMultiplex Cinema Theatres of your Company stands at 139 Multiplexes with 574 screens and135586 seats as on 31st March 2019.
Detailed analysis of the Financial Performance of the Company has beengiven in the Management Discussion and Analysis annexed to this Report.
2. CONSOLIDATED FINANCIAL STATEMENTS
As per Regulation 33 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (ListingRegulations) and applicable provisions of the Companies Act 2013 (theAct) read with the Rules issued thereunder the Consolidated Financial Statements ofthe Company for the Financial Year 2018-19 have been prepared in compliance withapplicable Accounting Standards and on the basis of Audited Financial Statements of theCompany and its subsidiaries companies as approved by the respective Board of Directors.
The Consolidated Financial Statements together with the Auditors'Report form part of this Annual Report. The Audited Standalone and Consolidated FinancialStatements for the Financial Year 2018-19 shall be laid before the Annual General Meetingfor approval of the Members of the Company.
With a view to finance the Company's ongoing projects and consideringfuture expansion plans no Dividend has been recommended by the Board of Directors for theFinancial Year ended 31st March 2019.
In accordance with Regulation 43A of the Listing Regulations theCompany has formulated a Dividend Distribution Policy' and details of the same havebeen uploaded on the Company's website https://www.inoxmovies.com/Corporate.aspxRs.Section=3.
4. TRANSFER TO RESERVES
During the year under review the Company has not transferred anyamount to General Reserves.
5. CHANGE IN CAPITAL STRUCTURE
During the year under review the Company had made a preferentialallotment of 6400000 equity shares of H 10 each to GFL Limited (earlier known as GujaratFluorochemicals Limited) Promoter of the Company at a price of H 250 per share (at apremium of H 240 per share) on 30th November 2018 (PreferentialIssue) and had raised H 160 Cr.. Objects of the Issue as approved by theshareholders of the Company in the Extraordinary General Meeting held on 29thNovember 2018 was to strengthen the Balance Sheet of the Company by reducing debtimproving leverage enhancing borrowing power for future growth opportunities andincreasing profitability. There was no deviation in the utilization of proceeds ofPreferential Issue from the objects as stated in the explanatory statement to the noticefor the Extraordinary General Meeting held on 29th November 2018. In terms ofRegulation 32(7A) of the Listing Regulations the funds are fully utilized as per theobjects of the issue.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
Mr. Deepak Asher (DIN: 00035371) retires by rotation and beingeligible offers himself for re-appointment.
Ms. Girija Balakrishnan (DIN: 06841071) Independent Director of theCompany was appointed in the 16th Annual General Meeting of the Company for aperiod of 5 consecutive years from 3rd December 2014 upto 2nd December2019. Her first term as Independent Director of the Company will conclude on 2ndDecember 2019 and accordingly the approval of the Members is being sought by way ofSpecial Resolution for the re-appointment of Ms. Girija Balakrishnan for a period of 5consecutive years from 3rd December 2019 upto 2nd December 2024.The Board based on the performance evaluation of Ms. Girija Balakrishnan IndependentDirector and as per the recommendation of the Compensation Nomination and RemunerationCommittee considers that given her background and experience and contributions made byher during her tenure the continued association of Ms. Girija Balakrishnan would bebeneficial to the Company and it is desirable to continue to avail her services as anIndependent Director. Accordingly it is proposed to reappoint Ms. Girija Balakrishnan(DIN: 06841071) as an Independent Director of the Company not liable to retire byrotation and to hold office for a second term of 5 (five) consecutive years on the Boardof the Company.
Necessary resolutions in respect of Director seeking reappointment andin respect of appointment of Ms. Girija Balakrishnan along with their brief Resumepursuant to Regulation 36(3) of the Listing Regulations are provided in the Notice of theAnnual General Meeting forming part of this Annual Report.
During the year under review Mr. Dhanraj Mulki Company Secretary& Compliance Officer resigned with effect from 17th April 2018 and Mr.Parthasarathy Iyengar was appointed as a Company Secretary & Compliance Officer anddesignated as a KMP of the Company with effect from 18th June 2018.
7. NOMINATION & REMUNERATION POLICY
The Nomination and Remuneration Policy of the Company is annexed tothis report as Annexure A.
8. DECLARATION OF INDEPENDENCE
The Company has received declarations from all the IndependentDirectors confirming that they meet the criteria of independence as prescribed under theprovisions of Section 149 (6) of the Act read with the Schedules and Rules issuedthereunder as well as Regulation 16 of Listing Regulations (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force).
The Independent Directors have complied with the code for IndependentDirectors prescribed in Schedule IV of the Act
9. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Details of Familiarisation Programme for Independent Directors is givenin the Corporate Governance Report.
10. PERFORMANCE EVALUATION
Performance Evaluation forms containing criteria for evaluation ofBoard as a whole Committees of the Board and individual Directors and Chairperson of theCompany were sent to all the Directors with a request to provide their feedback to theCompany on the Annual Performance Evaluation of Board as a whole Committees of BoardIndividual Directors & Chairperson of the Company for the Financial Year 2018-19.Further based on the feedback received by the Company the Compensation Nomination andRemuneration Committee at its Meeting held on 11th April 2019 had noted thatAnnual Performance of each of the Directors including Chairman is highly satisfactory anddecided to continue the terms of appointment of all the Independent Directors of theCompany.
11. MEETINGS OF THE BOARD
During the year under review the Board met 7 (Seven) times and detailsof Board Meetings held are given in the Corporate Governance Report. The intervening gapbetween the two Meetings was within the time limit prescribed under Section 173 of the Actread with Regulation 17 (2) of the Listing Regulations.
12. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the followingstatements in terms of Section 134 (3)(c) of the Act:
i. in the preparation of the Annual Accounts for the financial yearended 31st March 2019 the applicable Accounting Standards and Schedule III ofthe Companies Act 2013 have been followed and there are no material departures from thesame;
ii. the Directors had selected such Accounting Policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of theFinancial Year and of the Profit of the Company for that period;
iii. the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities ;
iv. the Directors had prepared the Annual Accounts on a going concernbasis;
vi. the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
13. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN ANDSECURITIES PROVIDED
Particulars of investments made and guarantees given are provided alongwith the purpose for which the Guarantee has been given are provided in the StandaloneFinancial Statements of the Company. The Company has not given any loan or provided anysecurities during the year. Please refer to Note nos. 9 10 43 and 46 to the StandaloneFinancial Statements of the Company.
14. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All Contracts / Arrangements / Transactions entered by the Companyduring the year under review with Related Parties are approved by the Audit Committeeand/or Board as per the provisions of Section 188 of the Act read with the Rule 15 of theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 23 of the ListingRegulations.
The Policy on Materiality of Related Party Transactions and dealingwith Related Party Transactions as approved by the Board may be accessed on the Company'sWebsite at the link https://www.inoxmovies.com/Corporate. aspxRs.Section=3.
All transactions entered with Related Parties for the year under reviewwere on arm's length basis. Further there are no material related party transactionsduring the year under review with any Related Party. Hence disclosure in Form AOC-2 isnot required to be annexed to this Report.
The Company has not accepted any deposits covered under Chapter V ofthe Act.
16. SUBSIDIARY COMPANY
The Company has following Subsidiaries.
A. SHOURI PROPERTIES PRIVATE LIMITED
The Company is holding 99.29% Equity Shares of Shouri PropertiesPrivate Limited (SPPL). SPPL is engaged in the business of operating a multiplex cinematheatre.
B. SWANSTON MULTIPLEX CINEMAS PRIVATE LIMITED
Swanston Multiplex Cinemas Private Limited (SMCPL) is a wholly-ownedsubsidiary of the Company. SMCPL was engaged in the business of operating multiplex cinematheatres in India. Hon'ble National Company Law Tribunal Bench at Ahmedabad (NCLTAhmedabad) approved the scheme of Amalgamation (merger by absorption) of SMCPL with theCompany subject to any directions if any given by National Company Law Tribunal Mumbai(NCLT Mumbai) with respect to the application filed by SMCPL. The approval of NCLT Mumbaiis awaited.
A separate statement containing the salient features of financialstatements of all subsidiaries of the Company forms a part of consolidated financialstatements in compliance with Section 129 and other applicable provisions if any of theCompanies Act 2013. In accordance with Section 136 of the Companies Act 2013 thefinancial statements of the subsidiary companies are available for inspection by themembers at the Registered Office of the Company during business hours on all days exceptSaturdays Sundays and public holidays upto the date of the Annual General Meeting(AGM'). Any member desirous of obtaining a copy of the said financial statements maywrite to the Company Secretary at the Registered Office of the Company. The financialstatements including the consolidated financial statements financial statements ofsubsidiaries and all other documents required to be attached to this report have beenuploaded on the website of the Company https://www.inoxmovies.com/Corporate.aspxRs.Section=3. The Company has formulated a policy for determiningmaterial subsidiaries. The policy may be accessed on the website of the Companyhttps://www.inoxmovies. com/Corporate.aspxRs.Section=3.
The Report on the highlights of performance and financial position ofeach of the Subsidiary Companies of the Company in Form no. AOC-1 pursuant to firstproviso to sub-section (3) of Section 129 of the Companies Act 2013 and Rule 5 ofCompanies (Accounts) Rules 2014 along with the contribution of the Subsidiary Companiesto overall performance of the Company during the year in terms of Rule 8 of Companies(Accounts) Rules 2014 is annexed to this Report as Annexure B.
17. INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial controls commensurate withits size and nature of its business. The Board has reviewed internal financial controls ofthe Company and the Audit Committee monitors the same in consultation with InternalAuditors of the Company and these are tested independently by M/s. BSR & AssociatesLLP Chartered Accountants.
18. INDEPENDENT AUDITOR'S REPORT
There are no reservations qualifications or adverse remarks in theIndependent Auditor's Report. The notes forming part of the accounts are self-explanatoryand do not call for any further clarifications under Section 134 (3) (f) of the Act.
19. INDEPENDENT AUDITORS
Members at their 18th Annual General Meeting (AGM) held on28th September 2017 had appointed M/s Kulkarni and Company (Firm RegistrationNo.: 140959W) Chartered Accountants Pune as Independent Auditors of the Company from theconclusion of the eighteenth AGM till the conclusion of the twenty-third AGM of theCompany to be held in 2022 subject to the ratification of their appointment at every AGMif required under law. The requirement to place the matter relating to appointment ofAuditors for ratification by Members at every Annual General Meeting has been done awaywith vide notification dated 7th May 2018 issued by the Ministry of CorporateAffairs New Delhi. Accordingly no resolution is proposed for ratification of appointmentof Auditors who were appointed in the Annual General Meeting held on 28thSeptember 2017.
M/s. Kulkarni and Company Chartered Accountants (Firm RegistrationNo.: 140959W) have confirmed that they are not disqualified from continuing as Auditorsof the Company.
20. COST AUDITORS
In terms of Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 the Company is not required to include Cost AccountingRecords in its books of accounts in respect of generation of electricity by Wind Mills ofthe Company since the Wind Mills of the Company satisfy the criteria of Captive GeneratingPlant as defined in Rule 3 of The Electricity Rules 2005. Accordingly the Company is notrequired to appoint the Cost Auditors for the Financial Year 2018 - 19.
21. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act read with Rule 9 of the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Samdani Shah & Kabra Company Secretaries to conduct Secretarial Auditof the Company. The Secretarial Audit Report given by M/s. Samdani Shah & KabraCompany Secretaries in Form No. MR-3 is annexed to this Report at Annexure - C.
There is no qualification in the Secretarial Report submitted by M/s.Samdani Shah & Kabra Company Secretaries to the Company.
The Company has complied with the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India.
22. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSEWHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors and Secretarial auditors of the Company have notreported any frauds to the Audit committee or the Board of Directors under Section 143(12) of the Act including rules made thereunder.
23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review asstipulated under Regulation 34 of the Listing Regulations is presented in a separateSection forming part of this Annual Report.
24. CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 of the Listing Regulations CorporateGovernance Report and Auditors' Certificate regarding compliance of conditions ofCorporate Governance is annexed to this report.
In compliance with the requirements of Regulation 17 (8) of the ListingRegulations a Certificate from the Chief Executive Officer and Chief Financial Officer ofthe Company was placed before the Board.
All the Board Members and Senior Management Personnel of the Companyhad affirmed compliance with the Code of Conduct for Board and Senior ManagementPersonnel. A declaration to this effect duly signed by the Chief Executive Officer isenclosed as a part of the Corporate Governance Report.
25. BUSINESS RESPONSIBILITY REPORT
A Business Responsibility Report as per Regulation 34 of the ListingRegulations detailing the various initiatives taken by the Company on the environmentalsocial and governance front forms an integral part of this report. The said report isavailable on the website of the Company www.inoxmovies.com.
26. EXTRACT OF ANNUAL RETURN
In terms of Section 92 (3) of the Act read with Rule 12 of theCompanies (Management & Administration) Rules 2014 the extract of Annual Return asprovided in Form No. MGT -9 is annexed to this Report at Annexure - D.
27. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
Information in respect of Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo pursuant to Section 134 of the Act readwith Rule 8 of the Companies (Accounts) Rules 2014 in the manner prescribed is annexedto this Report at Annexure - E.
28. EMPLOYEE STOCK OPTION SCHEME
During the year under review no options were granted to the employeesof the Company. Further 38125 shares were allotted pursuant to the grant in the currentyear. There are no changes in the Scheme and the Scheme is in compliance with the SEBI(Share Based Employee Benefit) Regulations 2014.
During the year ended 31st March 2006 the Company hadissued 500000 equity shares of H 10 each at a premium of H 5 per share to INOX LeisureLimited - Employees' Welfare Trust (ESOP Trust) to be transferred to theemployees of the Company under the scheme of ESOP framed by the Company in this regard.Each share option converts into one equity share of the Company on exercise. The optionsare granted at an exercise price of H15 per option. The option carry neither rights todividends nor voting rights. The options granted are required to be exercised within aperiod of one year from the date of vesting of the respective options.
On 23rd June 2017 stock options of 167500 shares hadbeen granted and on 5th January 2017 stock options of 20000 shares had beengranted. The vesting period for these equity settled options is between one to four yearsfrom the date of the respective grants. The options are exercisable within one year fromthe date of vesting. The compensation costs of stock options granted to employees areaccounted using the fair value method.
The disclosures as required under the SEBI (Share Based EmployeeBenefit) Regulations 2014 have been disclosed on the website of the Company and the samecan be viewed at https://www.inoxmovies.com/ Corporate.aspxRs.Section=3.
A certificate from Statutory Auditors with respect to implementationof the Company's Employee Stock Option Schemes will be placed at the ensuing AGM forinspection by the Members and a copy will also be available for inspection at theRegistered Office of the Company.
29. PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as requiredunder Section 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are annexed to this Report at Annexure - F.
In accordance with the provisions of Section 197 (12) of the Act readwith Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended a statement showing the name and other particulars ofthe employees drawing remuneration in excess of the limits set out in the aforesaid Ruleforms part of this Report. However in terms of Section 136 of the Companies Act 2013the Report and Accounts are being sent to the Members of the Company excluding informationon employees' particulars which is available for inspection by the Members at theRegistered Office of the Company during the business hours on working days of the Companyup to the date of the ensuing Annual General Meeting. If any Member is interested inobtaining such information the member may write to the Company Secretary at theRegistered Office of the Company
30. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES
The Corporate Social Responsibility (CSR) Committee of the Companycomprises of Mr. Haigreve Khaitan Independent Director Mr. Pavan Jain and Mr. DeepakAsher Non Independent Directors of the Company. The CSR Policy of the Company isdisclosed on the website of the Company which can be viewed at https://www.inoxmovies.com/Corporate.aspxRs.Section=3.
The report on CSR activities as per Companies (Corporate SocialResponsibility) Rules 2014 is annexed to this Report at Annexure - G.
The Company's property and assets have been adequately insured.
32. RISK MANAGEMENT
The Board of Directors of the Company at its Meeting held on 31stOctober 2017 has approved Enterprise Risk Management (ERM) of the Company which isderived from COSO ERM - Aligning Risk with Strategy and Performance 2016 (Draft) frameworkestablished by committee of sponsoring organizations. Enterprise Risk Management isThe culture capabilities and practices integrated with strategy-setting and itsexecution that organizations rely on to manage risk in creating preserving andrealizing value. The Company has therefore adopted Residual risk approach and theBoard of Directors at its Meeting held on 13th May 2019 have approvedEnterprise Risk Register Risk Reporting and its Monitoring system. In the Board's viewthere are no material risks which may threaten the existence of the Company. For furtherdetails please refer to the Management Discussion and Analysis Report annexed to thisreport.
33. VIGIL MECHANISM
The Company has established a vigil mechanism vide its Whistle BlowerPolicy to deal with instance of fraud and mismanagement if any.
With effect from 1st April 2019 the Company has revised itsWhistle Bowler Policy in line with changes mandated by the SEBI under the SEBI(Prohibition of Insider Trading) Regulations 2015.
The details of the policy have been disclosed on the Company's websiteat https://www.inoxmovies.com/ Corporate.aspxRs.Section=3.
34. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place a Policy on Prevention Prohibition andRedressal of sexual harassment at the workplace in line with the requirements of TheSexual Harassment of Women at Workplace (Prevention
Prohibition and Redressal) Act 2013. The Company has formed InternalComplaints Committee to redress complaints received regarding sexual harassment. Allemployees (permanent contractual temporary trainees) are covered under this Policy.
The following is the summary of sexual harassment complaints receivedand disposed off during the year 2018-19.
35. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT
There are no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the Financial Year of thecompany to which the Financial Statements relate and the date of this Report.
36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no orders passed by the Regulators or Courts or Tribunalsimpacting the going concern status and Company's operations in future.
Your Directors express their gratitude to all other external agenciesfor the assistance co-operation and guidance received. Your Directors place on recordtheir deep sense of appreciation for the dedicated services rendered by the workforce ofthe Company.
By Order of the Board of Directors
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