| To, The Members of CINEMAX INDIA LIMITED
(Formerly known as Cinemax Exhibition India Limited)
Dear Shareholders,
The Directors have pleasure in presenting the 2nd Annual Report on the
business and operations of the Company and Audited Financial Statements
for the year ended March 31, 2013.
Financial Highlights
(Rs. In Lakhs)
2012-13 Period from
30.09.2011
to 31.03.2012
Income from Operations 35,422.57 -
Other Income 497.90 -
Total 35,920.47 -
Less: Expenditure 28,842.18 15.84
Earnings before depreciation/
amortization interest and tax (EBDITA) 7078.29 (15.84)
Less : Depreciation & Amortization Expenses 1911.14 -
Finance Cost 1219.44 -
Profit before Exceptional Item & Tax 3947.71 (15.84)
Exceptional Item 751.71 -
Provision for Tax Credit/ (Expense) (net) 722.78 -
Net Profit after Tax 2473.22 (15.84)
Earnings/(losses) per share
Basic 8.83 (15.84)
Diluted 8.83 (15.84)
FINANCIAL REVIEW:
During the Financial year ended March 31, 2013, your Company earned a
total income of Rs. 359.20 Crores and a net profit of Rs. 24.73 Crores.
The Revenues and Net Profits of your Company have substantially
increased as compared to the previous year on account of demerger and
vesting of the theatre Exhibition business of erstwhile Cineline India
Limited in your Company with effect from 01st April 2012 ("the
appointed date").
OPERATIONS REVIEW
Kindly refer to Management Discussion & Analysis Report covered under
Corporate Governance which forms part of this Annual report for a
detailed Operational Review.
DIVIDEND
With a view to plough back the profits of the Company for future
operations, your Directors have thought it prudent not to recommend
dividend for the financial year 2012-13.
SUBSIDIARIES
Your Company has five subsidiaries, namely, Cinemax Motion Pictures
Limited, Vista Entertainment Limited, Growel Entertainment Limited,
Nikmo Entertainment Limited and Odeon Shrine Multiplex Limited.
Further, Nikmo Entertainment Limited is a subsidiary of Growel
Entertainment Limited.
During the year under review, Vista Entertainment Private Limited,
Growel Entertainment Private Limited, Nikmo Entertainment Private
Limited and Odeon Shrine Multiplex Private Limited have converted
themselves from Private Limited to Public Limited Company.
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the Accounting Standard 21 on Consolidated Financial
Statements, this Annual Report also includes Consolidated Financial
Statements for the Financial Year 2012-13.
PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956
The Ministry of Corporate Affairs, Government of India has granted a
general exemption from attaching the audited accounts of the
subsidiaries in the Consolidated Accounts of the Company vide General
Circular No. 2/2011 dated 8th February, 2011 issued by Ministry of
Corporate Affairs, Government of India.
Accordingly, your Company has decided to publish consolidated accounts
for financial year 2012-13 without detailed audited accounts of its
subsidiaries. However, summery containing highlights of financial
results shall be provided along with published annual accounts of the
Company.
FIXED DEPOSITS
During the year under review, your Company has not accepted any fixed
deposits under Section 58A of the Companies Act, 1956 read with
Companies (Acceptance of Deposit) Rules 1975.
DEMERGER & VESTING OF THEATERE EXHIBITION BUSINESS:
The Hon'ble High Court of Judicature at Bombay vide its order dated
9th March 2012 inter alia demerged the Theater Exhibition Business from
Cineline India Limited (Formerly known as Cinemax Properties Ltd.) and
vested it in your Company on a going concern basis. The name of your
Company was changed to its present name vide a fresh certificate of
incorporation dated 22nd June 2012, issued by Registrar of Companies,
Mumbai.
LISTING OF EQUITY SHARES
Subsequent to the aforesaid demerger, your Company listed its Equity
Shares on Bombay Stock Exchange Limited (BSE) and National Stock
Exchange of India Limited (NSE) effective from 18th October, 2012.
CHANGE OF MANAGEMENT:
During the year under review, PVR Limited through its wholly owned
subsidiary Cine Hospitality Private Limited ("CHPL"), pursuant to a
share purchase Agreement dated 29th November 2012, acquired controlling
stake ie 19,394,816 Equity Shares representing 69.27% of the paid-up
Capital of your Company from Kanakia family, the erstwhile promoter's
of the Company. Subsequently, Cine Hospitality Private Limited
(Acquirer) and PVR Limited (Person acting in Concert) in compliance
with Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011 acquired 66,97,189 Equity
Shares representing 23.92% of the Paid-up Capital through a Open Offer
from Public Shareholders of the Company.
Pursuant to the aforesaid acquisitions, PVR through CHPL presently
holds 93.19% the paid up capital of your Company.
Consequent to the signing of the Share Purchase Agreement with inter
alia CHPL for the transfer of entire 69.27% equity share capital of the
Company from Kanakia family to CHPL all the erstwhile directors of the
Company resigned effective from 08th January, 2013.
The Company appointed Mr. Ajay Bijli, Mr. Sanjeev Kumar and Mr. Sanjay
Khanna effective from 8th January 2013 whereas Ms. Renuka Ramnath and
Mr. Ravinder Singh Thakran were co-opted on the Board effective from
30th January 2013. Subsequently, Mr. Vikram Bakshi, Mr. Sanjai Vohra
and Mr. Amit Burman were co-opted on the Board effective from 17th
January 2013, 21st March 2013 and 28th March 2013 respectively.
For the convenience of managing the corporate affairs of the Company
more efficiently and smoothly the registered office of the Company is
being shifted from Mumbai to New Delhi.
CORPORATE GOVERNANCE
The Company is committed to uphold the highest standards of corporate
governance. Your Company strongly believes that this relationship can
be strengthened through corporate fairness, transparency and
accountability. Your Company complies with all the mandatory provisions
of Clause 49 of the Listing Agreement.
A report on Corporate Governance, along with a Certificate from a
Practicing Company Secretary is enclosed. A Certificate from Managing
Director and Chief Financial Officer confirming the correctness of the
financial statements, adequacy of the internal control measures as
enumerated in Clause 49 of the Listing Agreement is also enclosed.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement, is presented in a
separate section forming an integral part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, the
Directors confirm:
i. That in the preparation of the annual accounts, the applicable
accounting standards have been followed and no material departures have
been made from the same;
ii. That they had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit of the
Company for that period;
iii. That they had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv. That they had prepared the annual accounts for the Financial Year
ended 31st March, 2013 on a going concern basis.
AUDITORS REPORT
The Auditor's of the Company vide Clause (ix)(a) of the annexure to
the Audit Report have stated that ESIC and Service Tax have not been
regularly deposited with the appropriate authorities and there have
been significant delays in a large number of cases.
In this regard it is hereby clarified that delay in depositing of ESIC
for more than 6 months was on account of non availability of
Registration No. under ESIC sub code for on line payment for
Company's Pune Inorbit Multiplex. However, the Company in due course
has obtained the ESIC sub code for the said unit and has duly deposited
the overdue amount of ESIC with the appropriate authorites.
Further, the delay in deposit of Service Tax towards Hindustan Coke's
outstanding was on account of delay in receipt of payment from them.
Similarly, in few other cases, there was delay in deposit of Service
Tax pertaining to convenience fees income. However, in all such cases
the outstanding amount has been duly deposited with the Service Tax
authorities on 26th April 2013 and proper system has been put in place
to ensure timely compliances.
APPOINTMENT OF STATUTORY AUDITORS
The Statutory Auditors of the Company M/s Walker, Chandiok & Co.,
Chartered Accountants, vide their letter dated 3rd June 2013 have
expressed their unwillingness to be re-appointed as the Statutory
Auditors of the Company at the ensuing Annual General Meeting.
The Board of Directors of the Company recommends the appointment of
M/s. S.R. Batliboi & Co., LLP, as the Statutory Auditors of the Company
at the ensuing Annual General Meeting to hold office up to the
conclusion of next Annual General Meeting. M/s. S.R. Batliboi & Co.,
LLP have confirmed that their reappointment if made shall be within the
limits of Section 224(1B) of the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO
A statement giving details of Conservation of Energy, technology
absorption, foreign exchange earnings and outgo, in accordance with
Section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, is given as Annexure - I hereto and forms part of this report.
PARTICULARS OF EMPLOYEES
The information as required in accordance with Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, as amended, is set out in Annexure 'II' to the
Directors' Report. However, as per the provisions of Section 219 (1)
(b) (iv) of the Companies Act, 1956, the Report and the Accounts are
being sent to all the shareholders of the Company excluding the
aforesaid information.
Any shareholder interested in obtaining such information may write to
the Company Secretary at the Registered Office of the Company.
ACKNOWLEDGMENT
Your Directors take this opportunity to express their grateful
appreciation for the excellent assistance and co-operation received
from Clients, Vendors, Financial Institutions, Bankers, Business
Associates and various Governmental, as well as Regulatory Agencies for
their valuable support. Your Directors also wish to place on record
their appreciation for the contribution made by the employees.
For and on behalf of the Board
Place: Gurgaon, Haryana Ajay Bijli
Date: 7th June 2013 Chairman | 