Inox Leisure Ltd
Directors Reports
<dhhead>Board’s Report</dhhead>
To the Members of
INOX Leisure Limited
Your Directors take pleasure in presenting to you their Twenty-third
Annual Report together with the Audited Financial Statements for the Financial Year ended
31st March, 2022.
1. FINANCIAL RESULTS
( H in Lakhs)
|
Consolidated |
Standalone |
|
| Particulars |
2021-22 |
2020-21 |
2021-22 |
2020-21 |
| Income |
|
|
|
|
| Revenue from operations |
67,787.34 |
9,874.56 |
67,787.34 |
9,874.56 |
| Other operating Income |
606.47 |
718.57 |
606.47 |
718.57 |
| Total Income from Operations |
68,393.81 |
10,593.13 |
68,393.81 |
10,593.13 |
| Less: Total Expenses |
76,109.26 |
33,936.88 |
76,097.91 |
33,935.24 |
| Profit/Loss from operations before Other Income and |
(7,715.45) |
(23,343.75) |
(7,704.10) |
(23,342.11) |
| Finance Cost and Exceptional Items |
|
|
|
|
| Add: Other Income |
2,183.53 |
4,226.38 |
2,181.80 |
4.223.88 |
| Profit/ Loss from operations after Other Income and |
(5,531.92) |
(19,117.37) |
(5,522.30) |
(19,118.23) |
| before Finance Cost and Exceptional Items |
|
|
|
|
| Less: Finance Costs |
25,799.20 |
25,109.82 |
25,799.20 |
25,109.82 |
| Profit/ Loss before exceptional items and tax |
(31,331.12) |
(44,227.19) |
(31,321.50) |
(44,228.05) |
| Add/(Less): Exceptional items |
- |
408.11 |
- |
408.11 |
| Profit/Loss from ordinary activity before Taxation |
(31,331.12) |
(44,635.30) |
(31,321.50) |
(44,636.16) |
| Tax Expense: |
|
|
|
|
| Current tax |
- |
- |
- |
- |
| Deferred tax |
(7,798.93) |
(10,689.76) |
(7,798.93) |
(10,689.76) |
| Taxation pertaining to earlier years |
411.11 |
(180.05) |
411.11 |
(180.72) |
| Net Profit/ Loss for the year |
(23,943.30) |
(33,765.49) |
(23,933.68) |
(33,765.68) |
| Profit/Loss for the year attributable to: |
|
|
|
|
| Equity holders of the Parent |
(23,943.30) |
(33,765.48) |
- |
- |
| Non-controlling interests |
-* |
(0.01) |
- |
- |
|
(23,943.30) |
(33,765.49) |
- |
- |
| Other Comprehensive Income |
|
|
|
|
| A) Items that will not be reclassified to Profit & Loss |
|
|
|
|
| (i) Remeasurement of the defined benefit plans |
125.77 |
170.40 |
125.77 |
170.40 |
| (ii) Tax on above |
(31.65) |
(42.89) |
(31.65) |
(42.89) |
| Total Other Comprehensive Income |
94.12 |
127.51 |
94.12 |
127.51 |
| Total Comprehensive Income for the year comprising |
(23,849.18) |
(33,637.98) |
(23,839.56) |
(33,638.17) |
| Profit/(Loss) & Other Comprehensive Income |
|
|
|
|
| Profit/(Loss) brought forward from earlier year/s |
(24,983.79) |
8,654.18 |
(25,482.27) |
8,155.90 |
| On account of change in non-controlling interest |
(0.39) |
- |
- |
- |
| Balance Carried forward to Balance Sheet |
(48,833.36) |
(24,983.79 ) |
(49,321.83) |
(25,482.27) |
* Amount less then H 0.01 Lakhs
During the year under review, 8 Multiplex Cinema Theatres with 32
screens were added. Accordingly, the Multiplex Cinema Theatres of your Company stands at
160 Multiplexes with 675 screens and 1,52,173 seats across India as on 31st
March, 2022.
Detailed analysis of the Financial Performance of the Company has been
given 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 ("Listing
Regulations") and applicable provisions of the Companies Act, 2013 ("the
Act") read with the Rules issued thereunder, the Consolidated Financial Statements of
the Company for the Financial Year 2021-22, have been prepared in compliance with
applicable Accounting Standards and on the basis of Audited Financial Statements of the
Company and its subsidiary company, 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 Financial Statements for the
Financial Year 2021-22 shall be laid before the Annual General Meeting for approval of the
Members of the Company.
3. DIVIDEND
With a view to conserve resources for future operations and growth, the
Board has not recommended any dividend for Financial Year 2021-22.
In accordance with Regulation 43A of the Listing Regulations, the
Company has formulated a ‘Dividend Distribution Policy’ and details of the same
have been uploaded on the Company’s website https://www.
inoxmovies.com/Corporate.aspx?Section=3.
Unclaimed Dividend:
The Board of Directors at their meeting held on 23rd
October, 2019, had declared interim dividend of H 1/- per Equity Share of H 10/-
each for the Financial
Year 2019-20. The interim dividend was paid to the shareholders holding
shares as on Record Date i.e. 5th November, 2019.
Pursuant to provisions of Section 124 of the Companies Act, 2013
("Act"), the total amount of interim dividend which remained unpaid or unclaimed
were transferred to the Company’s separate bank account opened in the name of
"Unpaid Dividend Account 2019-20 INOX Leisure Limited", on 25th
November, 2019.
As on 31st March, 2022, an amount of H 1,44,421/- remained
unclaimed in the Unpaid Dividend Account of the Company.
Members who have not claimed the dividend for FY 2019-20, are advised
to write to the Nodal Officer of the Company at vishav.sethi@inoxmovies.com.
Investor Education and Protection Fund:
During the year under review, the Company in compliance with section
124 of the Act read with Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 as amended, has transferred 7526 Equity Shares to
the Investor Education and Protection Fund Authority.
4. TRANSFER TO RESERVES
During the year under review, the Company has not transferred any
amount to General Reserves.
5. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Mr. Vivek Kumar Jain (00029968), who retires by rotation and being
eligible, offers himself for re-appointment. A resolution seeking shareholders’
approval for his re-appointment along with other required details forms part of the
Notice of Annual General Meeting.
During the year under review, there were no changes in the KMP of the
Company. The Board of Directors of the Company at its meeting held on 2nd May,
2022 has appointed Mr. Vishav Sethi as a Company Secretary and Compliance Officer w.e.f 3rd
May, 2022 in place of Mr. Parthasarathy Iyengar, who has resigned w.e.f close of
working hours on 2nd May, 2022.
6. MAJOR EVENTS/MATERIAL CHANGES OCCURRED DURING THE YEAR AND
TILL THE DATE OF THIS REPORT
COVID-19 Impact:
Due to the COVID-19 pandemic, the cinema exhibition sector continued to
be either under complete or partial lockdown or operated under numerous restrictions,
which adversely impacted the cinema exhibition industry and consequently the business
activities of the Company were affected during the year under review. July 2021 onwards,
various State Governments started easing the lockdown norms, which allowed the cinema
exhibition sector to resume operations, slowly and gradually, while assigning topmost
priority to guest health and safety. Subsequently, the industry started witnessing a
healthy availability of fresh content in the form of new movies in Hindi, English and
other regional languages, which led to a significant recovery and an improved financial
performance towards the end of the financial year.
The Company has implemented various measures to ensure complete safety
of its employees as well as customers, details of which are provided under the Management
Discussion and Analysis Report forming part of this Annual Report.
Merger of INOX Leisure Limited with PVR
Limited:
The Board of Directors of the Company at its meeting held on 27th
March, 2022, approved a draft Scheme of Amalgamation of INOX Leisure Limited
("Company" or "Transferor Company") with PVR Limited ("Transferee
Company") and their respective shareholders and creditors, under Sections 230 to 232
of the Companies Act, 2013 and other applicable laws including the rules and regulations
("the Scheme"). The Scheme is subject to the receipt of requisite approvals,
including approvals from the respective jurisdictional Hon’ble National Company Law
Tribunal (Hon’ble NCLT), SEBI, BSE Limited and the National Stock Exchange of India
Limited and such other approvals, permissions, and sanctions of regulatory and other
authorities as may be necessary. As per the Scheme, the appointed date for the
amalgamation is the effective date of the Scheme, or such other date as may be mutually
agreed by the Transferor Company and Transferee Company.
The Company has received observation letter with "no adverse
observations" dated 20th June, 2022 from BSE Limited and observation
letter with "no objection" dated 21st June, 2022 from National Stock
Exchange of India Limited in relation to the Scheme of Amalgamation. The Company has filed
necessary application with the Hon’ble NCLT, Mumbai.
Qualified Institutional Placement (QIP):
During the year under review, the ILL Committee of the Board of
Directors for Operations ("Committee") at its meeting held on 11th
June, 2021, approved the issue and allotment of 96,77,419 Equity Shares to eligible
qualified institutional buyers at an issue price of H 310 per Equity
Share (including a premium of H 300 per Equity Share), aggregating to
approximately H 30,000 lakh. Further, please refer Note No. 47 to the Standalone Financial
Statements of the Company for the details of utilisation of funds as specified under
Regulations 32 (7A) of Listing Regulations.
Pursuant to the Regulation 32(1) of the Listing Regulations there is no
deviation/ variation in the utilization of proceeds as mentioned in the objects stated in
the placement document of Qualified Institutional Placement.
In terms of SEBI Circular No. CIR/CFD/CMD1/162/2019 dated 24th
December, 2019, the Company had submitted the Statement of Nil Deviation or Variation to
the Stock Exchanges within prescribed time.
Merger of Shouri Properties Private Limited (SPPL), a wholly owned
subsidiary with INOX
Leisure Limited:
At the meeting of the Board of Directors of the Company held on 21st
January, 2022, the Board has approved the draft Scheme of Amalgamation (Merger by
Absorption) ("Scheme") under Sections 230 to 232 of the Companies Act, 2013
("the Act") and relevant applicable sections of the act for amalgamation of SPPL
with the INOX Leisure Limited subject to approval of the Scheme by the Shareholders,
Creditors of the respective Companies (if required), Hon'ble National Company Law
Tribunal, Bench at Mumbai (NCLT Mumbai) and subject to approval of any other statutory
authorities as may be required. Once sanctioned, the Scheme will be effective from the
Appointed Date i.e., 1st February, 2022.
The NCLT Mumbai vide its order dated 6th May, 2022 had
dispensed with the requirement to hold the meeting of shareholders and creditors of both
the companies. The Company has filed a petition with NCLT Mumbai for approval of the
amalgamation of SPPL with Company.
7. SHARE CAPITAL
The paid up Equity Share Capital of the Company as on 31st
March, 2022 is H 122,33,90,940/- comprising of
12,23,39,094 Equity Shares of H 10/- each. During the year under
review, the Company has issued and allotted 96,77,419 Equity Shares pursuant to Qualified
Institutional Placement.
8. NOMINATION & REMUNERATION POLICY
The Nomination and Remuneration Policy of the Company is annexed to
this report as Annexure- A. The Policy is also available on the website of the
Company at https:// www.inoxmovies.com/Corporate.aspx?Section=3.
9. DECLARATION OF INDEPENDENCE
The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as prescribed under the
provisions of Section 149 (6) of the Act read with the Schedules and Rules issued
thereunder as well as Regulation 16 of Listing Regulations (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force). There has been no
change in the circumstances affecting their status as Independent Directors of the
Company. Further, all Independent Directors of the Company have registered their names in
the Independent Directors’ Data bank.
The Independent Directors have complied with the Code for Independent
Directors prescribed in Schedule IV of the Act.
10. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Details of Familiarisation Programme for Independent Directors is given
in the Corporate Governance Report, which forms part of this Annual Report.
11. PERFORMANCE EVALUATION
Performance Evaluation forms containing criteria for evaluation of
Board as a whole, Committees of the Board and individual Directors and Chairperson of the
Company were sent to all the Directors with a request to provide their feedback to the
Company on the Annual Performance Evaluation of Board as a whole,
Committees of Board, Individual Directors & Chairperson of the
Company for the Financial Year 2021-22. Further, based on the feedback received by the
Company, the Compensation, Nomination and Remuneration Committee ("CNR
Committee") at its Meeting held on 2nd March, 2022 had noted that
Annual Performance of each of the Directors including Chairman is highly satisfactory and
decided to continue the terms of appointment of all the Independent Directors of the
Company.
12. MEETINGS OF THE BOARD
During the year under review, the Board met 6 (Six) times and details
of Board Meetings held are given in the Corporate Governance Report. The intervening gap
between the two Meetings were within the time limit prescribed under Section 173 of the
Act read with Regulation 17 (2) of the Listing Regulations.
13. AUDIT COMMITTEE
The Composition of Audit Committee is disclosed in the Corporate
Governance Report which forms part of this Annual Report.
The Board accepted all the recommendations made by Audit Committee
during the year.
14. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm:
i. That in preparation of the Annual Accounts for the financial year
ended 31st March, 2022, the applicable Accounting Standards and Schedule III of
the Companies Act, 2013, have been followed and there are no material departures from the
same;
ii. That such Accounting Policies have been selected and applied by
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
Financial Year and of the Profit and Loss of the Company for that period;
iii. That proper and sufficient care has been taken by them for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv. That the Annual Accounts have been prepared by them on a going
concern basis;
v. That they have laid down Internal Financial Controls to be followed
by the Company and that such Internal Financial Controls are adequate and were operating
effectively; and vi. That they had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
15. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
The Company has complied with the provisions of Section 186 of the Act
in respect of investments made and guarantees provided. The Company has not given any
loans, or provided any guarantee or security as specified under Section 185 of the Act and
the Company has not provided any security as specified under Section 186 of the Act.
Please refer to Note nos. 8, 9, 41 and 44 to the Standalone Financial Statements of the
Company.
16. CONTRACTS AND ARRANGEMENTS WITH
RELATED PARTIES
All Contracts /Arrangements /Transactions entered by the Company during
the year under review with Related Parties are approved by the Audit Committee and/or
Board, as per the provisions of Section 188 of the Act read with the Rule 15 of the
Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the Listing
Regulations.
The Policy on Materiality of Related Party Transactions and dealing
with Related Party Transactions as approved by the Board may be accessed on the
Company’s Website at the link https://www.inoxmovies.com/Corporate. aspx?Section=3.
All transactions entered with Related Parties for the year under review
were on arm’s length basis. Further, there are no material related party transactions
during the year under review with any Related Party. Hence, disclosure in Form AOC-2 is
not required to be annexed to this Report.
17. DEPOSITS
During the year under review, the Company has not accepted any deposits
covered under Chapter V of the Act.
18. SUBSIDIARY COMPANY
Shouri Properties Private Limited
As on 31st March, 2022, Shouri Properties Private Limited
(SPPL) is a wholly owned subsidiary of the Company. SPPL is engaged in the business of
operating a multiplex cinema theatre.
During the year under review, the Company has acquired the balance
0.71% shares in SPPL and accordingly, SPPL has become a wholly owned subsidiary of the
Company with effect from 20th January, 2022.
A separate statement containing the salient features of financial
statements of subsidiary of the Company forms part of consolidated financial statements in
compliance with Section 129 and other applicable provisions, if any, of the Companies Act,
2013. In accordance with Section 136 of the Companies Act, 2013, the financial statements
of the subsidiary company are available for inspection by the Members on the website of
the Company. The financial statements including the consolidated financial statements,
financial statements of subsidiary and all other documents required to be attached to this
report have been uploaded on the website of the Company https://
www.inoxmovies.com/Corporate.aspx?Section=3
The Company has formulated a policy for determining material
subsidiaries. The policy may be accessed on the website of the Company
https://www.inoxmovies.com/ Corporate.aspx?Section=3
The Report on the highlights of performance and financial position of
the Subsidiary of the Company in Form no. AOC-1 pursuant to first proviso to sub-section
(3) of Section 129 of the Companies Act, 2013 and Rule 5 of Companies (Accounts) Rules,
2014 along with the contribution of the Subsidiary Company to 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.
19. INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial controls commensurate with
its size and nature of its business. The Board has reviewed internal financial controls of
the Company and the Audit Committee monitors the same in consultation with Internal
Auditors of the Company and these are tested independently by M/s. Deloitte Touche
Tohmatsu India LLP, Chartered Accountants, Internal Auditors of the Company.
20. INDEPENDENT AUDITOR’S REPORT
There are no reservations, qualifications or adverse remarks in the
Independent Auditor’s Report. The notes forming part of the accounts are
self-explanatory and do not call for any further clarifications under Section 134 (3)(f)
of the Act.
21. INDEPENDENT AUDITORS
The Members of the Company, at their eighteenth Annual General Meeting
(AGM) held on 28th September, 2017 had appointed M/s. Kulkarni and Company,
(Firm Registration No.: 140959W), Chartered Accountants, Pune as Independent Auditors of
the Company from the conclusion of the eighteenth AGM till the conclusion of the
twenty-third AGM of the Company. The first tenure of a period of five years of the
Independent Auditors shall be completed on the conclusion of the ensuing AGM of the
Company.
Pursuant to the provisions of Section 139 of the Companies Act, 2013,
the Board of Directors on recommendation of the Audit Committee and subject to
Shareholders’ approval, recommended the re-appointment of M/s. Kulkarni and Company,
(Firm Registration No.: 140959W), Chartered Accountants, Pune as Statutory Auditors of the
Company for a term of Five consecutive years, starting from the conclusion of ensuing 23rd
Annual General Meeting till the conclusion of 28th Annual General
Meeting of the Company at a remuneration (including reimbursement of actual out of pocket
expenses) as may be mutually agreed between the Board of Directors of the Company and the
Statutory Auditors.
Consent cum eligibility certificate has been received from M/s.
Kulkarni and Company to the effect that their appointment as Independent Statutory
Auditors of the Company, if appointed at ensuing Annual General Meeting, would be
according to the terms and conditions prescribed under Section 139 of the Act and Rules
framed there under. A resolution seeking their re-appointment forms part of the Notice
convening the twenty-third Annual General Meeting and the same is recommended for your
consideration and approval.
22. COST AUDITORS
In terms of Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014, the Company is not required to maintain cost records.
Accordingly, the Company is not required to appoint the Cost Auditors for the Financial
Year 2021 - 22.
23. 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 has appointed
M/s. Dhrumil M. Shah & Co., Practising Company
Secretaries to conduct Secretarial Audit of the Company. The
Secretarial Audit Report given by M/s. Dhrumil M.
Shah & Co., Practising Company Secretaries in Form No.
MR-3 is annexed to this Report at Annexure - C.
There is no qualification in the Secretarial Audit Report submitted by
M/s. Dhrumil M. Shah & Co., Practising
Company Secretaries to the Company.
The Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.
24. DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT
The Statutory Auditors and Secretarial Auditors of the Company have not
reported any frauds to the Audit Committee or the Board of Directors under Section 143
(12) of the Act, including rules made thereunder.
25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34 of the Listing Regulations is presented in a separate
Section forming part of this Annual Report.
26. CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 of the Listing Regulations, Corporate
Governance Report and Auditor’s Certificate regarding compliance of conditions of
Corporate Governance is annexed to this report.
In compliance with the requirements of Regulation
17 (8) of the Listing Regulations, a Certificate from the Chief
Executive Officer and Chief Financial Officer of the Company was placed before the Board.
All the Board Members and Senior Management Personnel of the Company
had affirmed compliance with the Code of Conduct for Board and Senior Management
Personnel. A declaration to this effect duly signed by the Chief Executive Officer is
enclosed as a part of the Corporate Governance Report.
27. BUSINESS RESPONSIBILITY REPORT
A Business Responsibility Report as per Regulation 34 of the Listing
Regulations, detailing the various initiatives taken by the Company on the environmental,
social and governance front forms an integral part of this report. The said report is
available on the website of the Company at
https://www.inoxmovies.com/Corporate.aspx?Section=3.
28. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the
Annual Return of the Company in Form MGT-7 as on 31st March, 2022 can be
accessed on the Company’s website at https://www.inoxmovies.com/Corporate.
aspx?Section=3
29. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in respect of Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo pursuant to Section 134 of the Act, read
with Rule 8 of the Companies (Accounts) Rules, 2014, in the manner prescribed is annexed
to this Report at Annexure - D.
30. EMPLOYEE STOCK OPTION SCHEME
During the year under review, Compensation, Nomination and Remuneration
Committee at its meeting held on 1st June, 2021, has granted 1,47,500
Stock Options to the eligible employees of the Company under the
Employee Stock Option Scheme ("Scheme"). Further, 28,750
options were exercised by the eligible employees during the relevant year and shares were
transferred to the respective accounts of the employees pursuant to the exercise of
options under the Company's Scheme. There are no changes in the Scheme and the Scheme is
in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021.
During the year ended 31st March, 2006, the Company had
issued 500,000 equity shares of H 10 each at a premium of
H 5 per share to INOX Leisure Limited - Employees’ Welfare Trust
("ESOP Trust") to be transferred to the employees of the Company under the
scheme framed by the Company in this regard. Each share option converts into one equity
share of the Company on exercise. The options are granted at an exercise price of H 15 per
option. The option carry neither rights to dividends nor voting rights. The options
granted are required to be exercised within a period of one year from the date of vesting
of the respective options.
The disclosures as required under the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 have been disclosed on the website of the
Company and the same can be viewed at https://www.inoxmovies. com/
Corporate.aspx?Section=3.
A certificate from Secretarial Auditors, with respect to implementation
of the Company’s Employee Stock Option Scheme will be placed at the ensuing AGM for
inspection by the Members electronically.
31. PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required
under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report at
Annexure - E.
In terms of the first proviso to Section 136 of the Act, the Reports
and Accounts are being sent to the shareholders excluding the information required under
Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014. Any shareholder interested in obtaining the same may write to the Company
Secretary at the Registered Office of the Company. The said information is available for
inspection by the Members at the Registered Office of the Company on any working day of
the Company up to the date of the 23rd Annual General Meeting.
32. CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility (CSR) Committee of the
Company comprises of Mr. Haigreve Khaitan, Independent Director, Mr. Pavan Kumar Jain and
Mr.SiddharthJain,Non-ExecutiveDirectorsoftheCompany.
The CSR Policy of the Company is disclosed on the website of the
Company which can be viewed at https://www. inoxmovies.com/Corporate.aspx?Section=3.
The report on CSR activities as per Companies (Corporate Social
Responsibility) Rules, 2014 is annexed to this Report at Annexure - F.
33. INSURANCE
The Company’s property and assets have been adequately insured.
34. RISK MANAGEMENT
The Board of Directors of the Company at its Meeting held on 31st
October, 2017 have approved Enterprise Risk Management (ERM) of the Company which is
derived from COSO ERM - Aligning Risk with Strategy and Performance 2016 (Draft) framework
established by Committee of sponsoring organizations. ERM is "The culture,
capabilities, and practices, integrated with strategy-setting and its execution, that
organizations rely on to manage risk in creating, preserving, and realizing value".
ERM ensures that all the current and future material risk exposures are identified,
assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure
adequate systems for risk management. The Company has, therefore, adopted residual risk
approach and the Board of Directors at its Meeting held on 2nd May, 2022 have
approved Enterprise Risk Register, Risk Reporting and its Monitoring system. In the
Board’s view, there are no material risks, which may threaten the existence of the
Company. For further details, please refer to the Management Discussion and Analysis
Report annexed to this report.
35. VIGIL MECHANISM
The Company has established a vigil mechanism vide its Whistle Blower
Policy to deal with instance of fraud and mismanagement, if any. The details of the policy
have been disclosed on the Company’s website at https://www.inoxmovies.com/
Corporate.aspx?Section=3.
36. INFORMATION UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL)
ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition and redressal of sexual harassment at work
place in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention
and redressal of complaints of sexual harassment at workplace. The Company has formed
Internal Complaints Committee to redress complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees) are covered under this Policy.
The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The following is the summary of sexual harassment
complaints received and disposed off during the year 2021-22:
| Number of complaints pending as on |
01 |
| 1st April, 2021 |
|
| Number of complaints received during the year |
05 |
| Number of complaints disposed off during the
year |
06 |
| Number of complaints pending as on 31st
March, 2022 |
Nil |
37. CREDIT RATING
The details of Credit Rating(s) are disclosed in the Corporate
Governance Report forming part of this Annual Report.
38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND
COMPANY’S OPERATIONS IN FUTURE
There are no orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and Company’s operations in future.
39. CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of the business of your Company
during the financial year.
40. DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016
During the period under review, the Company has not made any
application or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.
41. DETAILS OF DIFFERENCE BETWEEN AMOUNT
OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF
During the period under review, the Company has not made any such
valuation.
42. ACKNOWLEDGEMENT
Your Directors express their gratitude to all other external agencies
for the assistance, co-operation and guidance received. Your Directors place on record
their deep sense of appreciation for the dedicated services rendered by the workforce of
the Company.
|
By Order of the Board of Directors |
| Place: Mumbai |
Pavan Kumar Jain |
| Date: 3rd August, 2022 |
Chairman |
|
(DIN: 00030098) |
qualifications and experience requirements for each positions which
commensurate with the size of its business and the nature and complexity of its
operations. Any new recruit in the Company is to match the requirements prescribed in the
Organogram of the Company.
II. Remuneration a. Structure of Remuneration for the Managing
Director, Key Managerial Personnel and Senior Management Personnel
The Managing Director, Key Managerial Personnel and Senior Management
Personnel (other than Non-executive Directors) receive Basic Salary and other Perquisites.
The Perquisites include other allowances. The total salary includes fixed and variable
components.
The Company’s policy is that the total fixed salary should be fair
and reasonable after taking into account the following factors:
• The scope of duties, the role and nature of responsibilities
• The level of skill, knowledge and experience of individual
• Core performance requirements and expectations of individuals
• The Company’s performance and strategy
• Legal and industrial Obligations
The table below depicts the standard components of remuneration package
Fixed Component
Basic Salary Allowances Superannuation
b. Structure of Remuneration for Non-executive
Director
Non-executive Directors are remunerated to recognize responsibilities,
accountability and associated risks of Directors. The total remuneration of Non-executive
Directors may include all, or any combination of following elements:
i. Fees for attending meeting of the Board of Directors as permissible
under Section 197 of the Companies Act, 2013 read with
Rule 4 of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 and decided at the
Meeting of the Board of Directors.
ii. Fees for attending meetings of Committees of the Board which
remunerate Directors for additional work on Board Committee as permissible under Section
197 of the Companies Act, 2013 read with Rule 4 of the
Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 and decided at the Meeting of the Board of Directors.
iii. Commission on net profits as permissible under Section 197 of the
Companies Act, 2013 and decided by the Board from time to time to be payable to any of the
Non-executive Director.
iv. Non-Executive Directors are entitled to be paid all traveling and
other expenses they incur for attending to the Company’s affairs, including attending
and returning from General Meetings of the Company or Meetings of the Board of Directors
or Committee of Directors.
v. Remuneration by way of professional fees to the non-executive
Directors who, in the opinion of the CNR Committee, possesses the requisite qualifications
for the practice of the profession, for providing professional services to the Company.
Any increase in the maximum aggregate remuneration payable beyond
permissible limit under the Companies Act, 2013 shall be subject to the approval of the
Shareholders’ at the Annual General Meeting by special resolution and/or of the
Central Government, as may be applicable.
c. Structure of Remuneration for Other Employees
The power to decide structure of remuneration for other employees has
been delegated to HR Department of the Company.
III. Evaluation a. Criteria for evaluating Non-executive Board Members:
Section 149 of the Companies Act, 2013 read with Schedule IV of the
said Act states that the Independent Directors shall at its separate meeting review
performance of non- independent directors and the Board as a whole and the performance
evaluation of Independent Directors shall be done by the entire Board of Directors
excluding the Director being evaluated.
b. Criteria for evaluating performance of Key Managerial Personnel and
Senior Management
Personnel
Criteria for evaluating performance of KMP and Senior Management
Personnel shall be as per the HR Guideline on Performance Management System and
Development Plan of the Company.
c. Criteria for evaluating performance of Other Employees
The power to decide criteria for evaluating performance of Other
Employees has been delegated to HR Department of the Company.
5. Communication of this Policy
For all Directors, a copy of this Policy shall be handed over within
one month from the date of approval by the Board. This Policy shall also be posted on the
website of the Company and in the Annual Report of the Company.
6. Amendment
Any change in the Policy shall, on recommendation of CNR Committee, be
approved by the Board of Directors of the Company. The Board of Directors shall have the
right to withdraw and / or amend any part of this Policy or the entire Policy, at any
time, as it deems fit, or from time to time and the decision of the Board in this respect
shall be final and binding.
The Nomination and Remuneration Policy is placed on the website of the
Company and web link is https:// www.inoxmovies.com/Corporate.aspx?Section=3.