Directors Report of Cineline India Ltd.

Mar 31, 2018

To,

The Members of Cineline India Limited

The Directors have pleasure in presenting their Sixteenth Annual Report together with the Audited Accounts and Auditors Report of the Company for the Year ended March 31, 2018.

1. Financial Results:

Particulars	March 31, 2018 (Rs. in Lacs)		March 31, 2017 (Rs. in Lacs)
Gross Income	3235	3350
Profit before Interest,	2463	2620
Depreciation and tax
Interest & Financial	776	836
Charges
Depreciation/ Amortisation	358	357
Profit/(loss) before tax	1329	1427
Provision for Tax (including	274	375
Deferred)
Profit/(loss) after Tax	1055	1052
Add: Surplus brought	4526	3475
forward from previous
year
Amount available for	5581	4527
Appropriation
Appropriation:
Other comprehensive	02	(01)
income / (loss)*
Payment of Dividend	(169)	0
(Including Tax)
Surplus Carried to	5414	4526
Balance Sheet

* Remeasurement of Post employment benefit obligations.

Note: Figures are regrouped wherever necessary to make the information comparable.

OPERATIONAL REVIEW:

Gross revenues of the Company for Financial year 2017-18 stood at Rs. 3235 Lacs. Profit before interest, depreciation and taxation Rs. 2463 Lacs. After providing for depreciation and taxation of Rs. 358 Lacs and Rs. 274 Lacs respectively, the net profit of the Company for the year under review were placed at Rs. 1055 Lacs as against Rs. 1052 Lacs in the previous year.

Indian Accounting Standards

Indian Accounting Standards the Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated February 16, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies. Ind AS has replaced the existing Accounting Standards prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. Attention of the members is drawn to the notification dated February 16, 2015, issued by the Ministry of Corporate Affairs relating to the Companies (Indian Accounting Standards) Rules, 2015. Pursuant to the said notification, the Company has adopted Indian Accounting Standards (Ind AS) with effect from the year under review. Consequently, the financial statements for the previous year (FY 16-17) have been restated as per Ind AS to facilitate a like-to-like comparison. The transition date opening balance sheet as at 1^st April, 2016, has also been restated accoradingly.

2. DIVIDEND:

With a view to conserve the resources for future operations, your Directors have thought it prudent not to recommend dividend on equity shares for the financial year 2017-18.

3. TRANSFER TO RESERVES:

During the year under review, no amount was transferred to General Reserve.

4. SHARE CAPITAL:

The paid up equity share capital as on March 31, 2018 was Rs. 14.00 Crores. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options nor sweat equity.

5. FINANCE:

Cash and cash equivalents as at March 31, 2018 were Rs. 114 Crores. The company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

There is no audit qualification in the financial statements by the statutory auditors for the year under review.

6. EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and subsection (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2018 forms part of this report as Annexure 1.

7. SUBSIDIARY COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Companies.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of this Directors’ Report.

9. PUBLIC DEPOSIT:

Your Company has not accepted any public deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the regulators / courts that would impact the going concern status of the Company and its future operations.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

11.1 Directors:

Your Company has Six (6) Directors consisting of Whole Time Director, Managing Director, Executive Director and Three (3) Independent Directors as on 31.03.2018.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Articles of Association, Mr. Himanshu Kanakia, Managing Director, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

During the year under review, there is no change in the Board of Directors of the Company.

11.2 Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company for the year under review:

Sr. No.	Name of the Person	Designation
1	Mr. Himanshu Kanakia	Managing Director
2	Mr. Sunil Ranka	Chief Financial Officer
3	Mr. Jatin Shah	Company Secretary

During the year under review, Mr. Jitendra Mehta has resigned as CFO of the Company on 16^th August, 2017 and Mr. Sunil Ranka was appointed as the CFO of the Company on 7^th February, 2018. However, Mr. Sunil Ranka resigned as CFO of the Company w.e.f. 16^th April, 2018.

12. DECLARATION GIVEN BY INDEPENDENT DIRECTOR:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

13. MEETINGS:

A calendar of meeting is prepared and circulated in advance to the Directors. During the year Four (4) Board Meetings and Four (4) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report which forms part of Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations, 2015.

The Company has complied with the Secretarial Standards as applicable to the Company pursuant to the provisions of the Companies Act, 2013.

14. DIRECTOR’S RESPONSIBILITY STATEMENT:

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). The Ind AS are prescribed under Section 133 of the Companies Act, 2013 (‘the Act’), read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. The Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

a) In the preparation of the annual accounts for the year ended 31-03-2018, the applicable accounting standards have been followed.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

c) The Directors have taken proper and sufficient care 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.

d) The Directors have prepared the annual accounts on a going concern basis.

e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

15. COMPOSITION OF AUDIT COMMITTEE:

The Board has constituted the Audit Committee which comprises of Mr. Kranti Sinha, Independent Director as Chairman and Mr. Rasesh Kanakia, Executive Director, Mr. Utpal Sheth, Independent Director, Mr. Anand Bathiya, Independent Director, as the members. More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

16. PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 4(2) (f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process based on the recommendation of the Nomination & Remuneration Committee.

Further, The Securities and Exchange Board of India (‘SEBI’) vide circular no. SEBI/HO/CFD/CMD/ CIR/P/2017/004 dated January 05, 2017 had come up with a “Guidance Note on Board Evaluation”. The Board Evaluation framework of the Company is align with this Guidance Note.

17. FAMILIARIZATION PROGRAMME:

The Company had conducted various sessions during the financial year to familiarize Independent Directors with the Company, their roles, responsibilities in the Company, and the technology and the risk management systems of the Company. Further, the Directors are encouraged to attend the training programs being organized by various regulators/bodies/ institutions on above matters. Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities as a director. The details of such familiarization programs and terms and conditions of their appointment are displayed on the website of the Company (www.cineline.co.in).

18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal and operational audit is entrusted to M/s Delloite Haskins & Sells, a reputed firm of Chartered Accountants. Internal controls were reviewed by designated firm and based on their evaluation, it was concluded that the Company’s internal controls are adequate and were operating effectively as of March 31, 2018. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Audit Committee of the Board of Directors, Statutory Auditors and the Senior Management are periodically appraised of the internal audit findings and corrective actions taken. Audit provides a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans, guarantees or provided any security or made investments covered under the provisions of section 186 of the Companies Act, 2013 and accordingly information required to be provided under Section 134 (3) (g) of the Companies Act, 2013 in relation loans, guarantees, security or investments covered under the provisions of section 186 are not applicable to the Company.

20. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. All such Related Party Transactions are placed before the Audit Committee and the Board for their prior approvals. During the year, the Company had not entered into any new contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the company on a materiality of related party transactions.

Particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013, in the prescribed form AOC-2, and are appended as Annexure 2 to this report.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company and the link for the same is (www.cineline. co.in).

21. POLICY ON DIRECTOR APPOINTMENT AND REMUNERATION:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down the criteria for selection and appointment of Board members. The Remuneration Policy forms part of this report as Annexure 3.

22. WHISTLE BLOWER POLICY:

The Company has a whistle blower policy to report genuine concerns or grievances and provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of the Vigil mechanism is reviewed by the Audit Committee from time to time. The Whistle Blower policy has been posted on the Company’s website www.cineline.co.in

23. RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013, the company has adequate risk management mechanism and is periodically reviewed by the Board. At present the company has not identified any element of risk which may threaten the existence of the company.

24. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Pursuant to section 135 of the Companies Act, 2013, the company has constituted a Corporate Social Responsibility Committee and has adopted Corporate Social Responsibility Policy and link for the same is www. cineline.co.in The Report on information required to be provided under Section 134 (3) (o) of the Companies Act, 2013 read with the Rule 9 of the Companies (Accounts) Rules, 2014 in relation to disclosure about Corporate Social Responsibility is annexed as Annexure - 4 and forms an integral part of this Report.

25. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report covering a wide range of issues relating to Performance, outlook etc., is annexed as Annexure-A to this report.

26. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of the Corporate Governance. The detailed report on Corporate Governance as stipulated under Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms Annexure-B to this report together with a Certificate from the Statutory Auditors of the Company confirming compliance is annexed as Annexure-C to this report.

27. CERTIFICATION UNDER REGULATION 17(8) OF SEBI LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

The Certification as required under Regulation 17 (8) read with Part B of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company’s affairs has been obtained from the Managing Director of the Company.

28. AUDITORS:

28.1 Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Walker Chandiok & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. 001076N/N500013), the Auditors of your Company shall hold office till the conclusion of the ensuing AGM and they shall not be eligible for re-appointment due to expiry of the maximum permissible tenure as the Auditors of your Company. Your Board places on record its deep appreciation for the valuable contributions of the Auditors during their long association since the inception of your Company and wishes them success in the future.

Your board is under process of appointing new Statutory Auditor of the Company pursuant to completion of tenure of the existing Auditor and is reviewing profiles of various audit firms. Once, there is selection of Statutory Auditor based on the recommendation of the Audit Committee, the proposal for their appointment shall be included in the Notice convening the Sixteenth AGM for obtaining approval of the Members of the Company.

28.2 Secretarial Audit

Pursuant to Section 204 of the Companies Act 2013, your Company had appointed Mr. Dharmesh Zaveri, a Company Secretary in Whole-time Practice having Certificate of Practice No. 4363 and Membership No. 5418 as its Secretarial Auditor to conduct the secretarial audit of the Company for the Financial Year 2017-18. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Secretarial Audit Report is included as Annexure-5 and forms an integral part of this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

29. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARKS MADE, IF ANY:

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors on the Financial Statements of the Company, in their report for the financial year ended 31^st March, 2018.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Since the Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the with rule (8)(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

The Company has not made any foreign exchange outgo towards traveling, marketing and import of Capital Goods.

31. SEXUAL HARASSMENT DISCLOSURE:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. During the year no complaints of sexual harassment were received.

32. HUMAN CAPITAL AND PARTICULARS OF EMPLOYEES:

Your Company had 28 (including Directors) employees as of March 31, 2018. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read along with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as no employees were in receipt of remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The ratio of the remuneration of each Director to the median employee’s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure 6 and forms part of this Report.

33. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company’s website www.cineline. co.in.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

34. PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company Securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on the Company’s website www.cineline.co.in.

35. ACKNOWLEDGEMENTS:

Your Board takes this opportunity to thank our, clients, business partners, shareholders and bankers for the faith reposed in the Company and also thank the Government of India, various regulatory authorities and agencies for their support and looks forward to their continued encouragement. Your Directors are deeply touched by the efforts, sincerity and loyalty displayed by the employees without whom the growth was unattainable. Your Directors wish to thank the investors and shareholders for placing immense faith in them and the plans designed for growth of your Company. Your Directors seek and look forward to the same support in future and hope that they can continue to satisfy you in the years to come.

For and on behalf

of the Board of Directors

Rasesh Kanakia

Chairman

Date : May 28, 2018

Place: Mumbai

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Mar 31, 2016

DIRECTORS’ REPORT

To,

The Members of Cineline India Limited

The Directors have pleasure in presenting their Fourteenth Annual Report together with the Audited Accounts and Auditors Report of the Company for the Year ended March 31, 2016.

1. FINANCIAL RESULTS:

Particulars	March 31, 2016 (Rs. in Lacs)	March 31, 2015 (Rs. in Lacs)
Gross Income	3207.57	2659.74
Profit before Interest, Depreciation and tax	2375.73	1965.16
Interest & Financial Charges	1006.26	777.90
Depreciation/ Amortization	611.67	611.27
Profit/(loss) before exceptional items and taxes	757.80	576.00
Exceptional Items	-	214.99
Profit/(loss) before tax	757.80	790.99
Provision for Tax (including Deferred)	181.21	396.04
Profit/(loss) after Tax	576.59	394.95
Profit brought forward from previous year	2737.69	2342.74
Amount available for Appropriation	3314.28	2737.69

OPERATIONAL REVIEW:

Gross revenues increased to Rs. 3207.57 Lacs, a growth of around 20.60% against Rs. 2659.74 Lacs in the previous year. Profit before depreciation and taxation stood at Rs.757.81 Lacs. After providing for depreciation and taxation of Rs. 611.67 Lacs and Rs. 181.21 Lacs respectively, the net profit of the Company for the year under review was placed at Rs. 576.60 Lacs as against Rs. 394.95 Lacs in the previous year.

2. DIVIDEND:

With a view to conserve the resources for future operations, your Directors have thought it prudent not to recommend dividend on equity shares for the financial year 2015-16.

3. TRANSFER TO RESERVES:

During the year under review, no amount was transferred to General Reserve.

4. SHARE CAPITAL:

The paid up equity share capital as on March 31, 2016 was Rs. 14.00 Crores. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

5. FINANCE:

Cash and cash equivalents as at March 31, 2016 were Rs. 142.76 Lacs. The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31, 2016.

There is no audit qualification in the financial statements by the statutory auditors for the year under review.

6. EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and subsection (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2016 forms part of this report as Annexure 1.

7. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary, Joint Venture or Associate Companies.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of this Directors'' Report.

9. PUBLIC DEPOSIT:

Your Company has not accepted any public deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the regulators / courts that would impact the going concern status of the Company and its future operations.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

11.1 Directors:

Your Company has Six (6) directors consisting of Whole Time Director, Managing Director, Executive Director and Three (3) Independent Directors as on 31.03.2016.

Mrs. Hiral Kanakia, who was appointed as an Additional Director on 5^thFebruary, 2015, was reappointed as an executive director by the Board of Directors of the Company, in their meeting held on 27^th May, 2015, subject to the approval of members. Members in their 13^thAnnual General Meeting held on 10^th September, 2015, approved the appointment of Mrs. Hiral Kanakia as a Whole-time Director of the Company.

Mr. Anand Bathiya was appointed as an Additional Director on 5^th February, 2015 by the Board of Directors of the Company. His appointment as an Independent Director of the Company was approved by the members at their 13^th Annual General Meeting held on 10^th September, 2015.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Rasesh Kanakia, Chairman, retires by rotation at the forthcoming Annual General Meeting and, being eligible offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

During the year under review, there is no change in the Board of Directors of the Company.

11.2 Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company for the year under review:

Sr.	Name of the Person	Designation
No.
1	Mr. Himanshu Kanakia Managing Director
2	Mr. Jitendra Mehta	Chief Financial Officer
3	Mr. Jatin Shah	Company Secretary

During the year under review, there was no appointment or cessation of any Key Managerial Personnel of the Company.

12. DECLARATION GIVEN BY INDEPENDENT DIRECTOR:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

13. MEETINGS:

A calendar of meeting is prepared and circulated in advance to the Directors.

During the year Six (6) Board Meetings and Six (6)Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report which forms part of Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations, 2015.

14. DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i. In the preparation of the annual accounts for the year ended 31-03-2016, the applicable accounting standards have been followed.

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

iii. The Directors have taken proper and sufficient care 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. The Directors have prepared the annual accounts on a going concern basis.

v. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

15. COMPOSITION OF AUDIT COMMITTEE:

The Board has constituted the Audit Committee which comprises of Mr. Kranti Sinha, Independent Director as Chairman and Mr. Rasesh Kanakia, Executive Director, Mr. Utpal Sheth, Independent Director, Mr. Anand Bathiya, Independent Director, as the members. More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

16. PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

17. FAMILIARIZATION PROGRAMME:

The Company had conducted various sessions during the financial year to familiarize Independent Directors with the Company, their roles, responsibilities in the Company, and the technology and the risk management systems of the Company. Further, the Directors are encouraged to attend the training programmes being organized by various regulators/bodies/ institutions on above matters. The details of such familiarization programmes are displayed on the website of the Company (www.cineline.co.in).

18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal and operational audit is entrusted to M/s Delloite Haskins & Sells, a reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Audit Committee of the Board of Directors, Statutory Auditors and the Senior Management are periodically apprised of the internal audit findings and corrective actions taken. Audit provides a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

19. LISTING AGREEMENT:

The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective from December 1, 2015. Accordingly, all listed entities were required to enter into Listing Agreement within six months from the effective date. The Company entered into Listing Agreement with BSE Limited and National Stock Exchange of India Limited during February, 2016.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans, guarantees or provided any security or made investments covered under the provisions of section 186 of the Companies Act, 2013 and accordingly information required to be provided under Section 134 (3) (g) of the Companies Act, 2013 in relation loans, guarantees, security or investments covered under the provisions of section 186 are not applicable to the Company.

21. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. All such Related Party Transactions, are placed before the Audit Committee and the Board for their prior approvals. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the company on a materiality of related party transactions.

Particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013, in the prescribed form AOC-2, and are appended as Annexure 2 to this report.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company and the link for the same is (http://www.cineline.co.in/investor/corporate-governance.html).

22. POLICY ON DIRECTOR APPOINTMENT AND REMUNERATION:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down the criteria for selection and appointment of Board members. The Remuneration Policy forms part of this report as Annexure 3.

23. WHISTLE BLOWER POLICY:

The Company has a whistle blower policy to report genuine concerns or grievances and provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of the Vigil mechanism is reviewed by the Audit Committee from time to time. The Whistle Blower policy has been posted on the Company''s website www.cineline.co.in

24. RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 &Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has constituted a risk management committee. At present the company has not identified any element of risk which may threaten the existence of the company.

25. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Pursuant to section 135 of the Companies Act, 2013, the company has constituted a Corporate Social Responsibility Committee and has adopted Corporate Social Responsibility Policy and link for the same is www.cineline.co.in The Report on information required to be provided under Section 134 (3) (o) of the Companies Act, 2013 read with the Rule 9 of the Companies (Accounts) Rules, 2014 in relation to disclosure about Corporate Social Responsibility is annexed as Annexure - 4 and forms an integral part of this Report.

26. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report covering a wide range of issues relating to Performance, outlook etc., is annexed as Annexure-A to this report.

27. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of the Corporate Governance. The detailed report on Corporate Governance as stipulated under Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms Annexure-B to this report together with a Certificate from the Statutory Auditors of the Company confirming compliance is annexed as Annexure-C to this report.

28. MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATION:

The Managing Director and Chief Financial Officer Certification as required under Regulation 17 (8) read with Part B of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company''s affairs has been obtained.

29. AUDITORS:

29.1 Statutory Auditors

M/s. Walker Chandiok & Co. LLP, Chartered Accountants, Mumbai, will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company. Accordingly, the Board of Directors has recommended the re-appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants, as the Statutory Auditors of the Company to hold office from the ensuing AGM till the conclusion of the next AGM on remuneration to be decided by the Board or Committee thereof to the shareholders for approval.

29.2 Secretarial Audit

Pursuant to Section 204 of the Companies Act 2013, your Company had appointed Mr. Dharmesh Zaveri, a Company Secretary in Whole-time Practice having Certificate of Practice No. 4363 and Membership No. 5418 as its Secretarial Auditor to conduct the secretarial audit of the Company for the Financial Year 2015-16. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Secretarial Audit

Report is included as Annexure-5 and forms an integral part of this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

30. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARKS MADE, IF ANY:

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors on the Financial Statements of the Company and Secretarial Auditors, in their report for the financial year ended 31st March, 2016.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Since the Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the with rule (8)(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

The Company has not made any foreign exchange outgo towards traveling, marketing and import of Capital Goods.

32. SEXUAL HARASSMENT DISCLOSURE:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. During the year no complaints of sexual harassment were received.

33. HUMAN CAPITAL AND PARTICULARS OF EMPLOYEES:

Your Company had 26 employees as of March 31, 2016. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read along with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as no employees were in receipt of remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The ratio of the remuneration of each Director to the median employee''s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure 6 and forms part of this Report.

34. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company''s website www.cineline.co.in.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

35. PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with requirements of SEBI (prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company Securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on the Company''s website www.cineline.co.in.

36. ACKNOWLEDGEMENTS:

Your Board takes this opportunity to thank our, clients, business partners, shareholders and bankers for the faith reposed in the Company and also thank the Government of India, various regulatory authorities and agencies for their support and looks forward to their continued encouragement. Your Directors are deeply touched by the efforts, sincerity and loyalty displayed by the employees without whom the growth was unattainable. Your Directors wish to thank the investors and shareholders for placing immense faith in them and the plans designed for growth of your Company. Your Directors seek and look forward to the same support in future and hope that they can continue to satisfy you in the years to come.

For and on behalf

of the Board of Directors

Himanshu Kanakia Kranti Sinha

Managing Director Director

Date : May 30, 2016 Place: Mumbai

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Thirteenth Annual Report together with the Audited Accounts and Auditors' Report of the Company for the Year ended March 31, 2015.

1. FINANCIAL OVERVIEW:

Particulars March 31, March 31, 2015 2014 (Rs. in Lacs) (Rs. in Lacs)

Gross Income 2659.74 2270.98

Profit before Interest,

Depreciation and tax 1965.16 1604.26

Interest & Financial Charges 777.90 661.09

Depreciation/Amortisation 611.27 481.14

Profit/(loss) before exceptional

items and taxes 575.99 462.03

Exceptional Items 214.99 0.00

Profit/(loss) before tax 790.98 462.03

Provision for Tax

(including Deferred) 396.04 151.45

Profit/(loss) after Tax 394.94 310.58

Profit brought forward from

previous year 2342.74 2032.16

Amount available for Appropriation 2737.68 2342.74

OPERATIONAL REVIEW:

Gross revenues increased to Rs. 2659.75 Lacs, a growth of around 17.12% against Rs. 2270.98 Lacs in the previous year. Profit before depreciation and taxation was Rs. 1965.16 Lacs against Rs. 1604.26 Lacs in the previous year. After providing for depreciation and taxation of Rs. 611.27 Lacs & Rs. 396.04 Lacs respectively, the net profit of the Company for the year under review was placed at Rs. 394.94 Lacs as against Rs. 310.58 Lacs in the previous year.

2. DIVIDEND AND RESERVES:

With a view to conserve the resources for future operations, your Directors have thought it prudent not to recommend dividend on equity shares for the financial year 2014-15.

During the year under review, no amount was transferred to General Reserve.

3. SHARE CAPITAL:

The paid up equity share capital as on March 31, 2015 was Rs. 14.00 Crores. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

4. FINANCE:

Cash and cash equivalents as at March 31, 2015 were Rs. 131.81Lacs. The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended March 31,2015.

There is no audit qualification in the financial statements by the statutory auditors for the year under review.

5. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of this Directors' Report.

7. PUBLIC DEPOSIT:

Your Company has not accepted any public deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the regulators / courts that would impact the going concern status of the Company and its future operations.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Company has Six (6) directors consisting of Whole Time Director, Managing Director, Non-executive Director and Three (3) Independent Directors as on 31.03.2015.

9.1 Independent Directors:

In terms of the definition of "Independence" of Directors as prescribed under Clause 49 of the Listing Agreement entered with the Stock Exchanges and section 149(6) of the Companies Act, 2013 and based on the confirmation / disclosure received from the Directors, the following Non-Executive Directors are Independent

Directors:

1. Mr. Kranti Sinha

2. Mr. Utpal Sheth

3. Mr. Anand Bathiya

9.2 Woman Director:

In terms of the provision of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has appointed Mrs. Hiral Kanaka as Additional Woman Director on the Board of the Company.

9.3 Directors retiring by rotation:

During the year under review, Mr. Himanshu Kanakia, Managing Director of the Company retires by rotation and, being eligible, offers himself for re appointment. The Board of Directors recommends Mr. Himanshu Kanakia for re-appointment.

9.4 Appointment / Resignation from the Board of Directors:

During the year under review, Mr. Shivaramakrishnan Iyer, an Independent director and Mr. Sanjay Sanghavi, a Non-Executive Director have submitted their resignations to the Board on February 5, 2015 due to their other pre-occupations. The same was accepted by the Board in its meeting held on February 5, 2015. The Board hereby places on record their sincerest thanks and gratitude for the invaluable contribution made by Mr. Shivaramakrishnan Iyer and Mr. Sanjay Sanghavi towards the growth and development of the company during their tenure as a directors.

During the Year under review, Mr. Anand Bathiya and Mrs. Hiral Kanakia joined the Board of the Company as Additional Independent Director and Non-Executive, Additional Director respectively with effect from February 05, 2015.

Further, the proposal for appointment of Mr. Anand Bathiya and Mrs. Hiral Kanakia as Independent Director and Executive Director respectively, is being placed before the shareholders for approval in the ensuing AGM; the relevant details are forming part of the AGM Notice.

9.5 Key Managerial Personnel:

During the year under review, the Company has appointed the following persons as Key Managerial Personnel:

Sr. Name of the Person Designation No.

1 Mr. Himanshu Kanakia Managing Director

2 Mr. Jitendra Mehta Chief Financial Officer

3 Mr. Jatin Shah Company Secretary

10. MEETINGS:

A calendar of meeting is prepared and circulated in advance to the Directors.

During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report which forms part of Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

11. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i. In the preparation of the annual accounts for the year ended 31-03-2015, the applicable accounting standards have been followed.

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

iii. The Directors have taken proper and sufficient care 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. The Directors have prepared the annual accounts on a going concern basis.

v. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

12. COMPOSITION OF AUDIT COMMITTEE:

The Board has constituted the Audit Committee which comprises of Mr Kranti Sinha, Independent Director as Chairman and Utpal Sheth, Independent Director, Mr. Anand Bathiya, Independent Director, as the members. More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

13. PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

14. FAMILIARIZATION PROGRAMME:

The Company had conducted various sessions during the financial year to familiarize Independent Directors with the Company, their roles, responsibilities in the Company, and the technology and the risk management systems of the Company. Further, the Directors are encouraged to attend the training programmes being organized by various regulators/bodies/ institutions on above matters. The details of such familiarization programmes are displayed on the website of the Company (www.cineline.co.in).

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal and operational audit is entrusted to M/s Delloite Haskins & Sells, a reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Audit Committee of the Board of Directors, Statutory Auditors and the Senior Management are periodically apprised of the internal audit findings and corrective actions taken. Audit provides a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans, guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013 and accordingly information required to be provided under Section 134 (3) (g) of the Companies Act, 2013 in relation loans, guarantees or investments covered under the provisions of section 186 are not applicable to the Company.

17. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required. Further, there are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

All such Related Party Transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval was obtained from the Audit Committee for the related party transactions which are of repetitive nature and for normal arm's length transactions which cannot be foreseen. A statement of related party transaction giving details of all related party transactions entered into by the Company are placed before the Audit Committee and Board for review and approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company and the link for the same is (http://www.cineline.co.in/investor/corporate-governance.html).

18. EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and subsection (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31,2015 forms part of this report as Annexure 1.

19. POLICY ON DIRECTOR APPOINTMENT AND REMUNERATION:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down the criteria for selection and appointment of Board members. The Remuneration Policy forms part of this report as Annexure 2.

20. WHISTLE BLOWER POLICY:

The Company has a whistle blower policy to report genuine concerns or grievances and provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of the Vigil mechanism is reviewed by the Audit Committee from time to time. The Whistle Blower policy has been posted on the Company's website www.cineline.co.in

21. RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a risk management committee. At present the company has not identified any element of risk which may threaten the existence of the company.

22. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Pursuant to section 135 of the Companies Act, 2013, the company has constituted a Corporate Social Responsibility Committee and has adopted Corporate Social Responsibility Policy. As per the provisions of the Act, Company is not required to undertake any CSR activities for the financial year 2014-15 and accordingly information required to be provided under Section 134 (3) (o) of the Companies Act, 2013 read with the Rule 9 of the Companies (Accounts) Rules, 2014 in relation to disclosure about Corporate Social Responsibility are currently not applicable to the Company.

23. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report covering a wide range of issues relating to Performance, outlook etc., is annexed as Annexure-A to this report.

24. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of the Corporate Governance. The detailed report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms Annexure-B to this report.

The Statutory Auditors of your Company have examined the Company's compliance and have certified the same as required under the listing agreement. The certificate is reproduced as Annexure-C to this report.

25. MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATION:

The Managing Director and Chief Financial Officer Certification as required under clause 49 of the Listing Agreement, certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company's affairs. The said certificate is annexed is furnished in Annexure-D to this report.

26. AUDITORS:

26.1 Statutory Auditors

M/s. Walker Chandiok & Co. LLP, Chartered Accountants, Mumbai, will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company.Accordingly, the Board of Directors has recommended the re-appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants, as the Statutory Auditors of the Company to hold office from the ensuing AGM till the conclusion of the next AGM on remuneration to be decided by the Board or Committee thereof to the shareholders for approval.

26.2 Secretarial Audit

Pursuant to Section 204 of the Companies Act 2013, your Company had appointed Mr. Dharmesh Zaveri, a Company Secretary in Whole-time Practice having Certificate of Practice No. 4363 and Membership No. 5418 as its Secretarial Auditors to conduct the secretarial audit of the Company for the FY 2014-15. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Secretarial Audit Report is included as Annexure-3 and forms an integral part of this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Since the Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the with rule (8)(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

The Company has not made any foreign exchange outgo towards traveling, marketing and import of Capital Goods.

28. SEXUAL HARASSMENT DISCLOSURE:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. During the year no complaints of sexual harassment were received.

29. HUMAN CAPITAL AND PARTICULARS OF EMPLOYEES:

Your Company had 25 employees as of March 31,2015. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read along with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as no employees were in receipt in remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure 4 and forms part of this Report.

30. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts.The Code has been posted on the Company's website www.cineline.co.in.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

31. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

32. ACKNOWLEDGEMENTS:

Your Board takes this opportunity to thank the Licensee, vendors, business partners, shareholders and bankers for the faith reposed in the Company and also thank the Government of India, various regulatory authorities and agencies for their support and looks forward to their continued encouragement. Your Directors are deeply touched by the efforts, sincerity and loyalty displayed by the employees without whom the growth was unattainable. Your Directors wish to thank the investors and shareholders for placing immense faith in them and the plans designed for growth of your Company. Your Directors seek and look forward to the same support in future and hope that they can continue to satisfy you in the years to come.

For and on behalf of the Board of Directors

Date : May 27, 2015 Rasesh B. Kanakia Place: Mumbai Chairman

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Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the Twelfth Annual Report, to the members, on the business and operations of your Company together with Audited Accounts for the financial year ended March 31,2014.

I. FINANCIAL OVERVIEW

The financial results for the year ended March 31, 2014 are as follows:

(In Lacs)

For the year ended March 31st 2014 2013

Gross Income 2270.98 1899.56

Profit before Interest, Depreciation and tax 1604.26 1344.92

Interest & Financial Charges 661.09 338.17

Depreciation/ Amortisation 481.14 416.00

Profit/(loss) before exceptional items and taxes 462.03 590.12

Exceptional Items/ Extraordinary Items 0.00 56.63

Profit/(loss) before tax 462.03 533.49

Provision for Tax (including Deferred & Fringe Benefit Tax) 151.45 149.12

Profit/(loss) after Tax 310.58 384.37

Profit brought forward from previous year 2032.36 1647.99

Amount available for Appropriation 2342.94 2032.36

REVIEW OF FINANCIALS

During the year under review, the Gross Income increased from Rs. 1899.56 Lacs to Rs. 2270.98 Lacs.

The Profit before Interest, Depreciation and Tax (PBIDT) during the year is Rs. 1604.26 Lacs.

Profit after tax for the year under review stood at Rs. 310.58 Lacs.

II. DIVIDEND

With a view to conserve the resources for future operations, your directors have thought it prudent not to recommend dividend on equity shares for the financial year 2013-14.

III. HUMAN CAPITAL

Your Company recognises that "Human Capital" is its principal asset and values it highly. Human capital has been one of the key pillars of the Company''s success. The Company has been able to attract, grow and retain some of the best talent in the industry. Your Company is professionally managed with key management personnel having relatively long tenure with the

Company. The Company encourages and facilitates long term career through carefully designed management development and performance management systems.

IV. INFORMATION TECHNOLOGY

The existing system will be able to cater to your Company''s future growth at reasonable incremental costs. The modular nature of the system supports efficiency in operations coupled with strong systems and operational controls. The system is robust to cater to efficient customer service and support marketing initiatives.

V. COMMUNICATION AND PUBLIC RELATIONS

Your Company has, on a continuous basis, endeavored to increase awareness among its Shareholders and in the market place about the Company''s strategy, new developments and financial performance. Financial results, important developments and achievements are regularly released to the press, media and uploaded on our website.

Parallely, internal communication and brand building within the organization is being given further impetus.

VI. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report covering a wide range of issues relating to Performance, outlook etc., is annexed as Annexure-A to this report.

VII. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of the Corporate Governance. The detailed report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms Annexure-B to this report.

The Statutory Auditors of your Company have examined the Company''s compliance and have certified the same as required under the listing agreement. The certificate is reproduced as Annexure-C to this report.

VIII. CHAIRMAN AND CHIEF FINANCIAL OFFICER CERTIFICATION

Chairman and Chief Financial Officer Certification as required under clause 49 of the Listing Agreement, and Chairman''s Declaration about code of conduct are furnished in Annexure-D to this report.

IX. AUDITORS

The auditors M/s. Walker Chandiok & Co. LLP (Formerly known as Walker Chandiok & Co.), Chartered Accountants, who are the Statutory Auditors of the Company, hold office till the conclusion of the forthcoming Annual General Meeting (AGM) and have confirmed their eligibility and willingness to accept office, if re-appointed.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. Walker Chandiok & Co. LLP as statutory auditors of the Company from the conclusion of this AGM till the conclusion of the Sixteenth AGM of the

Company to be held in the year 2018 (subject to ratification of their appointment of every AGM).

During the year, the Company had received intimation from M/s. Walker Chandiok & Co. LLP stating that M/s. Walker Chandiok & Co. LLP had been converted into a limited liability partnership (LLP) under the provisions of the Limited Liability Partnership Act, 2008 with effect from March 25, 2014. In terms of Ministry of Corporate Affairs, Government of India, General Circular No. 9/2013 dated April 30, 2013, if a firm of Chartered Accountants, being an auditor in a Company under the Companies Act, 1956, is converted into an LLP, then such an LLP would be deemed to be the auditor of the said Company. The Board of Directors of the Company has taken due note of this change. Accordingly, the audit of the Company for financial year 2013-14 was conducted by M/s. Walker Chandiok & Co. LLP.

X. STATUTORY INFORMATION

A) Employees Particulars

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' Report. Having regards to the provision of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

B) Fixed Deposits

Your Company has not accepted any fixed deposits from the public and, as such, no amount of principal or interest was outstanding as on the Balance sheet date.

C) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information required to be provided under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the report of the Board of Directors) Rules,1988 in relation to Conservation of Energy, TechnologyAbsorption and Research and Development are currently not applicable to the Company.

The Company has made foreign exchange outgo towards traveling and marketing amounting to Rs. Nil and import of Capital Goods amounting to Rs. Nil (Corresponding figures for previous year are Rs. Nil and Rs. Nil Lacs respectively).

XI. DIRECTORS

The Company had, pursuant to the provisions of Clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Kranti Sinha, Mr. Utpal Sheth, and Mr. Sivaramakrishnan Iyer as Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors.

In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

Mr. Sanjay Sanghvi, Director, retires by rotation and being eligible has offered himself for re-appointment.

XII. IMPLEMENTATION OF CIRCULAR ISSUED BY MINISTRY OF CORPORATE AFFAIRS ON "GREEN INITIATIVE ON CORPORATE GOVERNANCE".

The Company has implemented the "Green Initiative" as per Circular No. 17/2011 dated April, 2011 and Circular No. 18/2011 dated April 29, 2011 issued by the Ministry of Corporate Affairs to enable electronic delivery of notices / documents and annual reports to shareholders giving consent for the same.

XIII. DIRECTORS'' RESPONISIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 your Directors, based on the information and documents made available to them, confirm that:

i) In the preparation of annual accounts for year ending 31st March 2014, the applicable accounting standards have been followed. There are no material departures in the adoption and application of the accounting standards.

ii) They have selected such accounting policies and applied 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 your Company at the end of the financial year and of the profit of your Company for that year;

iii) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv) They have prepared the annual accounts on "going concern" basis.

ACKNOWLEDGMENTS

Your Board takes this opportunity to thank the Licensee, vendors, business partners, shareholders and bankers for the faith reposed in the Company and also thank the Government of India, various regulatory authorities and agencies for their support and looks forward to their continued encouragement. Your Directors are deeply touched by the efforts, sincerity and loyalty displayed by the employees without whom the growth was unattainable. You Directors wish to thank the investors and shareholders for placing immense faith in them and the plans designed for growth of your Company. Your Directors seek and look forward to the same support in future and hope that they can continue to satisfy you in the years to come.

For and on behalf of the Board of Directors

Place: Mumbai Rasesh B. Kanakia Date : May 26, 2014 Chairman

---

Mar 31, 2012

The Directors are pleased to present the Tenth Annual Report, to the members, on the business and operations of your Company together with Audited Accounts for the financial year ended 31st March 2012.

I. FINANCIAL OVERVIEW

The financial results for the year ended March 31, 2012 are as follows:

(Rs. in Lacs)

For the year ended 31st March 2012 2011

Gross Income 24573.45 15952.36

Profit before Interest,

Depreciation and Tax 3509.42 2539.39

Interest & Financial Charges 1498.98 1107.89

Depreciation/ Amortization 1959.90 1736.34

Profit / (Loss) before exceptional

items and taxes 50.54 (304.84)

Exceptional items 568.85 -

Profit / (loss) before Tax (518.31) -

Provision for Tax (including

Deferred & Fringe Benefit Tax) (607.63) (150.64)

Profit / (loss) after Tax 89.32 (154.20)

Profit brought forward from

previous year 1558.67 1713.86

Amount available for

Appropriation 1647.99 1559.66

REVIEW OF FINANCIALS

During the year under review, the Gross Income increased from Rs. 15952.36 Lacs to Rs. 24573.45 Lacs.

The Profit before Interest, Depreciation and Tax (PBIDT) during the year isRs. 2940.61 Lacs.

Profit after tax for the year under review stood at Rs. 89.32 Lacs.

II. DIVIDEND

With a view to conserve the resources for the future operations, your Directors have thought it prudent not to recommend dividend on equity shares for the financial year 2011-2012.

III. SUBSIDIARIES

Your Company has six subsidiaries, namely, Cinemax Motion Pictures Limited, Vista Entertainment Private

Limited, Growel Entertainment Private Limited, Nikmo Entertainment Private Limited, Odeon Shrine Multiplex Private Limited and Cinemax Exhibition India Limited as on 31st March, 2012. Nikmo Entertainment Private Limited is a subsidiary of Growel Entertainment Private Limited.

The statement pursuant to section 212 of the Companies Act, 1956 containing details of the Company's subsidiaries is attached.

The Ministry of Corporate Affairs vide its Notification No. 2/2011 dated S"1 February, 2011 has granted general exemption to companies from Section 212 (8), of the Companies Act, 1956, subject to fulfillment of certain conditions as specified in the notification.

As directed by the Ministry of Corporate Affairs in its above said notification granting general exemption to companies from Section 212 (8), We have disclosed the summary of financial information of each subsidiary regarding Share Capital, Reserves and Surplus, Total Assets, Total Liabilities, our holding in the subsidiary, Sales and other income, profit before taxation, provision for taxation, profit after taxation and proposed dividend have been separately furnished forming part of this Annual Report.

The Consolidated Financial Statements of the Company and its subsidiaries are prepared in accordance with relevant Accounting Standards issued by The Institute of Chartered Accountants of India, forms part of this Annual Report.

The Company will make available the annual accounts of the subsidiary companies and the related detailed information upon request by any member of the Company. These documents/details will also be available for inspection by any member of the Company at its registered office during business hours on any working days till the date of the Annual General Meeting.

IV. HUMAN CAPITAL

Your Company recognizes that "Human Capital" is its principal asset and values it highly. Human capital has been one of the key pillars of the Company's success. The Company has been able to attract, grow and retain some of the best talent in the industry. Your Company is professionally managed with key management personnel having relatively long tenure with the Company. The Company encourages and facilitates long term career through carefully designed management development and performance management systems.

V. INFORMATION TECHNOLOGY

The existing system will be able to cater to your Company's future growth at reasonable incremental costs. The modular nature of the system supports efficiency in operations coupled with strong systems and operational controls. The system is robust to cater to efficient customer service and support marketing initiatives.

VI. COMMUNICATION AND PUBLIC RELATIONS

Your Company has, on a continuous basis, endeavored to increase awareness among its Shareholders and in the market place about the Company's strategy, new developments and financial performance. Financial results, important developments and achievements are regularly released to the press, media and uploaded on our website.

Parallel, internal communication and brand building within the organization is being given further impetus.

VII. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report covering a wide range of issues relating to Performance, outlook etc., is annexed as Annexure-Ato this report.

VIII. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of the Corporate Governance. The detailed report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms Annexure-B to this report.

The Statutory Auditors of your Company have examined the Company's compliance and have certified the same as required under the listing agreement. The certificate is reproduced as Annexure-C to this report.

IX. CHAIRMAN AND CHIEF FINANCIAL OFFICER CERTIFICATION

Chairman and Chief Financial Officer Certification as required under clause 49 of the Listing Agreement, and Chairman's Declaration about code of conduct are furnished in Annexure-D to this report.

X. AUDITORS QUALIFICATION

The Auditors report for the year ended 31st March, 2012 draw attention to Note 24 of the financial statement, relating to managerial remuneration paid in excess of the limit laid down by under Schedule XIII of the Companies Act, 1956.

The application for approving excess remuneration is pending for the approval of Central Government. The Company is hopeful for getting it at earliest.

XI. AUDITORS

M/s. Walker Chandiok & Co., Chartered Accountants, the Statutory Auditors of your Company, holds office till the conclusion of the ensuing Annual General Meeting and are eligible for appointment.

The Company has received letters from Statutory Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the said Act.

XII. STATUTORY INFORMATION

A) Employees Particulars

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. Having regards to the provision of Section 219(1 )(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

B) Fixed Deposits

Your Company has not accepted any fixed deposits from the public and, as such, no amount of principal or interest was outstanding as on the Balance sheet date.

C) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information required to be provided under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the report of the Board of Directors) Rules, 1988 in relation to Conservation of Energy, Technology Absorption and Research and Development are currently not applicable to the Company.

The Company has made foreign exchange outgo towards traveling and marketing amounting to Rs.

1.15 Lacs and import of Capital Goods amounting to Rs. 35.72 Lacs (Corresponding figures for previous year are Rs. 3.81 Lacs and Rs.139.36 Lacs respectively).

XIII. DIRECTORS

Mr. Kranti Sinha, Director of your Company is liable to retire by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting. The Company has received a notice in writing from a member under Section 257 of the Companies Act, 1956 proposing the appointment of Mr. Kranti Sinha as Director, subject to retirement by rotation.

XIV. IMPLEMENTATION OF CIRCULAR ISSUED BY MINISTRY OF CORPORATE AFFAIRS ON "GREEN INITIATIVE ON CORPORATE GOVERNANCE"

The Company has implemented the "Green Initiative" as per Circular No. 17/2011 dated April, 2011 and Circular No. 18/2011 dated April 29,2011 issued by the Ministry of Corporate Affairs to enable electronic delivery of notices / documents and annual reports to shareholders giving consent for the same.

XV. SCHEME OF ARRANGEMENT FOR DEMERGER.

The Hon'ble High Court of Judicature at Bombay vide its order dated 9th March, 2012 has sanctioned the Scheme of demerger i.e. Composite Scheme of Arrangement between the Company and Cinemax Exhibition India Limited and their respective Shareholders and Creditors under Sections 391 to 394 read with Sections 78,100 to 103 of the Companies Act, 1956. 1st April, 2012 and 20th April, 2012 are respectively the appointed date and effective date of the scheme. Accordingly, the Hon'ble High Court has interlaid sanctioned the following:

a) Demerger of Exhibition of Films business:

The Scheme envisages the demerger of Theater Exhibition business of the Company into separate entity viz., Cinemax Exhibition India Limited ongoing concern basis in the manner provided for in the scheme.

b) Issue and Allotment of Shares of Cinemax Exhibition India Limited in the ratio of 1:1.

Each individual shareholder of Cinemax India Limited (CIL) {including their respective heirs, executors, administrators or other legal representatives or the successors in title} whose name shall appear in the Register of Members of CIL as on the Demerger Record Date shall be issued and allotted shares of CEIL in the following manner:

" (One) fully paid Equity Share of Rs. 5 (Rupees Five) each of CEIL shall be issued and allotted for every 1 (One) fully paid Equity Share of Rs. 10 (Rupees Ten) each held in CIL."

c) Reduction in Face Value of shares of CIL.

The reduction of the issued, subscribed and paid up equity share capital of CIL, effected by reducing the face value of the each equity shares of Cinemax India Limited from Rs. 101- to Rs. 5/- per share, fully paid up and thereby reducing the aggregate issued , subscribed and paid-up capital of CIL from Rs. 28.00 crores toRs. 14.00 crores.

d) Name change of the Companies:

Pursuant to Scheme of arrangement name of "Cinemax India Limited" changed to "Cinemax Properties Limited" w.e.f. 9th May, 2012.

XVI. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 your Directors, based on the information and documents made available to them, confirm that:

i) In the preparation of annual accounts for year ending 31st March 2011, the applicable accounting standards have been followed. There are no material departures in the adoption and application of the accounting standards.

ii) They have selected such accounting policies and applied 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 your Company at the end of the financial year and of the profit of your Company for that year;

iii) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv) They have prepared the annual accounts on "going concern" basis.

ACKNOWLEDGMENTS

Your Board takes this opportunity to thank the patrons, vendors, business partners, shareholders and bankers for the faith reposed in the Company and also thank the Government of India, various regulatory authorities and agencies for their support and looks forward to their continued encouragement. Your Directors are deeply touched by the efforts, sincerity and loyalty displayed by the employees without whom the growth was unattainable. You Directors wish to thank the investors and shareholders for placing immense faith in them and the plans designed for growth of your Company. Your Directors seek and look forward to the same support in future and hope that they can continue to satisfy you in the years to come.

For and on behalf

of the Board of Directors

Place: Mumbai Rasesh B. Kanakia

Date: 24th 'May,2012 Chairman

---

Mar 31, 2011

To the Members of Cinemax India Limited

The Directors are pleased to present the Ninth Annual Report, to the members, on the business and operations of your Company together with Audited Accounts for the financial year ended 31st March 2011.

I. FINANCIAL OVERVIEW

The financial results for the year ended March 31, 2011 are as follows:

(Rs. in Lacs)

For the year ended 31st March 2011 2010

Gross Income 15952.36 14256.39

Profit before Interest, Depreciation and Tax 2539.39 2774.13

Interests Financial Charges 1107.89 789.78

Depreciation/Amortisation 1736.34 1480.26

Profit before Tax and after extra ordinary items (304.84) 504.09

Provision for Tax (including Deferred & Fringe Benefit Tax) (150.64) (529.16)

Profit after Tax (154.20) 602.94

Profit brought forward from previous year 1713.86 1518.81

Amount available for Appropriation 1559.66 2121.75

Appropriation:

Capitalisation of Reserves - 15.08

Proposed Dividend on Preference Shares 0.85 0.85

Proposed dividend on Equity Shares - 336.00

Tax on dividend 0.14 55.96

Surplus carried to Balance Sheet 1558.67 1713.86

REVIEW OF FINANCIALS

During the year under review, the Gross Income increased from Rs.14256.39 Lacs to Rs.15952.36 Lacs.

The Profit before Interest, Depreciation and Tax (PBIDT) during the year is Rs.2539.39 Lacs.

Profit after tax for the year under review stood at Rs. (154.20) Lacs.

II. DIVIDEND

Your Directors have pleasure in recommending a dividend on preference shares @5% for the financial year 2010-11.

In the absence of distributable profits in the year and with a view to conserve the resources for the future operations, your Directors have thought it prudent not to recommend dividend on equity shares for the financial year2010-2011.

The preference dividend, if approved at the ensuing Annual General Meeting, will involve cash outflow of Rs 0.99 Lacs including dividend distribution tax.

III. SUBSIDIARIES

Your Company has five subsidiaries, namely, Cinemax Motion Pictures Limited, Vista Entertainment Private Limited, Growel Entertainment Private Limited, Nikmo Entertainment Private Limited (Formerly known as Nikmo Finance Private Limited) and Odeon Shrine Multiplex Private Limited. Nikmo Entertainment Private Limited is a subsidiary of Growel Entertainment Private Limited.

The statement pursuant to section 212 of the Companies Act, 1956 containing details of the Company's subsidiaries is attached

The Ministry of Corporate Affairs vide its Notification No. 2/2011 dated 8th February, 2011 has granted general exemption to companies from Section 212 (8) of the Companies Act, 1956, subject to fulfillment of certain conditions as specified in the notification.

As directed by the Ministry of Corporate Affairs in its above said notification granting general exemption to companies from Section 212 (8) We have disclosed the summary of financial information of each subsidiary regarding Share Capital, Reserves and Surplus, Total Assets, Total Liabilities, our holding in the subsidiary, Sales and other income, profit before taxation, provision for taxation, profit after taxation and proposed dividend have been separately furnished forming part of this Annual Report.

The Consolidated Financial Statements of the Company and its subsidiaries are prepared in accordance with relevant Accounting Standards issued by The Institute of Chartered Accountants of India, forms part of this Annual Report.

The Company will make available the annual accounts of the subsidiary companies and the related detailed information upon request by any member of the Company. These documents/details will also be available for inspection by any member of the Company at its registered office during business hours in working days till the date of the Annual General Meeting.

IV HUMAN CAPITAL

Your Company recognises that "Human Capital" is its principal asset and values it highly. Human capital has been one of the key pillars of the Company's success. The Company has been able to attract, grow and retain some of the best talent in the industry. Your Company is professionally managed with key management personnel having relatively long tenure with the Company. The Company encourages and facilitates long term career through carefully designed management development and performance management systems.

V. INFORMATION TECHNOLOGY

The existing system will be able to cater to your Company's future growth at reasonable incremental costs. The modular nature of the system supports efficiency in operations coupled with strong systems and operational controls. The system is robust to cater to efficient customer service and support marketing initiatives.

VI. COMMUNICATION AND PUBLIC RELATIONS

Your Company has, on a continuous basis, endeavored to increase awareness among its Shareholders and in the market place about the Company's strategy, new developments and financial performance. Financial results, important developments and achievements are regularly released to the press, media and uploaded on our website.

Parallely, internal communication and brand building within the organization is being given further impetus.

VII. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report covering a wide range of issues relating to Performance, out look etc, is annexed as Annexure- Ato this report.

VIM. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of the Corporate Governance. The detailed report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms Annexure-B to this report.

The Statutory Auditors of your Company have examined the Company's compliance and have certified the same as required under the listing agreement. The certificate is reproduced as Annexure-C to this report.

IX. CHAIRMAN AND CHIEF FINANCIAL OFFICER CERTIFICATION

Chairman and Chief Financial Officer Certification as required under clause 49 of the Listing Agreement, and Chairman Declaration about code of conduct are furnished in Annexure-D to this report.

X. AUDIT QUALIFICATION

The Auditor's Report for the year ended 31st March 2011 draw attention to note 4(n) under schedule 18 to the Financial Statement relating to managerial remuneration paid in excess of the limits laid down under Schedule

XIII of the Companies Act,1956.

The application for approving excess remuneration is pending for the approval of Central Government. The Company is hopeful of getting it at earliest.

XI. AUDITORS

M/s. Walker Chandiok & Co., Chartered Accountants, the Statutory Auditors of your Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for appointment.

The Company has received letters from Statutory Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning ofSection226ofthesaidAct.

XII. STATUTORY INFORMATION

A) Employees Particulars

In terms of the provisions of Section 217(2A)of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. Having regards to the provision of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

B) Fixed Deposits

Your Company has not accepted any fixed deposits from the public and, as such, no amount of principal or interest was outstanding as on the balance sheet date.

C) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information required to be provided under Section 217(1)(e)of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the report of the Board of Directors) Rules,1988 in relation to Conservation of Energy Technology Absorption and Research and Development are currently not applicable to the Company.

The Company has made foreign exchange outgo towards traveling and marketing amounting to Rs. 3.81 Lacs and import of Capital Goods amounting to Rs. 139.36 Lacs (Corresponding figures for previous year are Rs. 6.75 Lacs and Rs.38.23 Lacs respectively).

XIII. DIRECTORS

Mr. Girish Dave, Director of your Company is liable to retire by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting. The Company has received a notice in writing from a member under Section 257 of the Companies Act, 1956 proposing the appointment of Mr. Girish Dave as Director, subject to retirement by rotation.

Mr. Sanjay Sanghavi was appointed as a Non- Executive Additional Director of the Company with effect from 28* July, 2010. Immediately after his appointment, Eighth Annual General Meeting of the Company was held and accordingly, in pursuance to Section 260, he retired at the said Annual General Meeting. He was again appointed as an Additional Non-Executive Director of the Company. He holds office up to the date of the forthcoming Annual General Meeting pursuant to Section 260 of the Companies Act, 1956 The Company has received a notice in writing from a member under Section 257 of the Companies Act, 1956 proposing the appointment of Mr. Sanjay Sanghavi as Director, subject to retirement by rotation.

Mr. Utpal Sheth was appointed as an Additional Independent Director of the Company with effect from 28* July, 2010. Immediately after his appointment, Eighth Annual General Meeting of the Company was held and accordingly, in pursuance to Section 260, he retired at the said Annual General Meeting. He was again appointed as an Additional Independent Director of the Company. He holds office up to the date of the forthcoming Annual General Meeting pursuant to Section 260 of the Companies Act, 1956 The Company has received a notice in writing from a member under Section 257 of the Companies Act, 1956 proposing the appointment of Mr. Utpal Sheth as Director, subject to retirement by rotation.

XIV. IMPLEMENTATION OF CIRCULAR ISSUED BY MINISTRY OF CORPORATE AFFAIRS ON "GREEN INITIATIVE ON CORPORATE GOVERNANCE"

The Company has implemented the "Green Initiative" as per Circular No. 17/2011 dated April, 2011 and Circular No. 18/2011 dated April 29, 2011 issued by the Ministry of Corporate Affairs to enable electronic delivery of notices / documents and annual reports to shareholders giving consent for the same.

XV DIRECTORS" RESPONSIBILITYSTATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 you're Directors, based on the information and documents made available to them, confirm that:

i) In the preparation of annual accounts for year ending 31st March 2011, the applicable accounting standards have been followed. There are no material departures in the adoption and application of the accounting standards.

ii) They have selected such accounting policies and applied 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 your Company at the end of the financial year and of the profit of your Company for that period!

iii) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv) They have prepared the annual accounts on a "going concern" basis.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to thank the patrons, vendors, business partners, shareholders and bankers for the faith reposed in the Company and also thank the Government of India, various regulatory authorities and agencies for their support and looks forward to their continued encouragement. Your Directors are deeply touched by the efforts, sincerity and loyalty displayed by the employees without whom the growth was unattainable. You Directors wish to thank the investors and shareholders for placing immense faith in them and the plans designed for growth of your Company. Your Directors seek and look forward to the same support during the future years of growth and hope that they can continue to satisfy you in the years to come.

For and on behalf

of the Board of Directors

Place: Mumbai Rasesh B. Kanakia

Date: 28th May, 2011 Chairman

---

Mar 31, 2010

The Directors are pleased to present the Eighth Annual Report, to the members, on the business and operations of your Company together with Audited Accounts for the financial year ended 31 March, 2010.

I. FINANCIAL OVERVIEW

The financial results for the year ended 31 March, 2010 are as follows:

(Rs. In Lacs) For the year ended 31st March 2010 2009

Gross Income, 14256.39 11553.07

Profit before Interest,

Depreciation and Tax 2742.41 2550.85

Interest 758.06 581.27

Depreciation/ Amortisation 1480.26 1150.95

Profit before Tax and after

extra ordinary items 504.09 818.63

Provision for Tax (including

Deferred & Fringe Benefit Tax) (529.16) 177.32

Profit after Tax 602.94 641.31

Profit brought forward from

previous year 1518.81 1287.61

Amount available for

Appropriation 2121.75 1928.93

Appropriation:

Capitalisation of Reserves

Proposed Dividend on

Preference Shares 0.85 0.85

Proposed dividend on

Equity Shares 336.00 336.00

Tax on dividend 55.96 57.25

Surplus carried to

Balance Sheet 1713.861 1518.81

Review of Financials

During the year under review, the Gross Income increased from Rs. 11553.07 Lacs (2008-09) to Rs. 14256.39 Lacs (2009-10).

Consequently, the Profit before Interest, Depreciation and Tax (PBIDT) increased from Rs. 2550.85 Lacs (2008-09) to Rs. 2742.41 Lacs (2009-10).

Profit after tax for the year was Rs.602.94 Lacs as compared to Rs. 641.31 Lacs in the previous year.

II. DIVIDEND

Your Directors have pleasure in recommending a dividend on preference shares @5% and on equity shares @ 12% i.e. Rs. 1.20 per equity share for the financial year 2009-10.

The dividend, if approved at the ensuing Annual General Meeting, will involve cash outflow of Rs. 392.81 Lacs including dividend distribution tax.

III. SUBSIDIARIES

Your Company has four subsidiaries, namely, Cinemax Motion Pictures Limited, Vista Entertainment Private Limited, Growel Entertainment Private Limited and Nikmo Finance Private Limited. Nikmo Finance is a subsidiary of Growel Entertainment Private Limited.

The statement pursuant to section 212 of the Companies Act, 1956 containing details of the Companys subsidiaries is attached.

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with relevant Accounting Standard issued by The Institute of Chartered Accountants of India, forms part of this Annual Report.

We believe that the Consolidated Financial statements present a more comprehensive picture rather than the standalone financial statements of Cinemax India Limited and each of its subsidiaries. We, therefore, applied to the Ministry of Corporate Affairs, Government of India and sought exemption from the requirement to present detailed financial statements of each subsidiary.

However, the summary of financial information of each subsidiary regarding Share Capital, Reserves and Surplus, Total Assets, Total Liabilities, our holding in the subsidiary, Sales and other income, profit before taxation, provision for taxation, profit after taxation and proposed dividend have been separately furnished forming part of this Annual Report.

The Company will make available the annual accounts of the subsidiary companies and the related detailed information upon request by any member of the Company. These documents/details will also be available for inspection by any member of the Company at its registered office during business hours on working days up to the date of the Annual General Meeting.

IV. EXPLANATION FOR ANY QUALIFICATION IN THE AUDITORSREPORT

There is no qualification in the Auditors Report which requires explanation.

V. HUMAN CAPITAL

Your Company recognizes that "Human Capital" is its principal asset and values it highly. Human capital has been one of the key pillars of the Companys success. The Company has been able to attract, grow and retain some of the best talent in the industry. Your Company is professionally managed with key management personnel having a relatively long tenure with the Company. The Company encourages and facilitates long term careers through carefully designed management development and performance management systems.

VI. INFORMATION TECHNOLOGY

The existing system will be able to cater to your Companys future growth at reasonable incremental costs. The modular nature of the system supports efficiency in operations coupled with strong systems and operational controls. The system is robust to cater to efficient customer service and support marketing initiatives.

VII. COMMUNICATION AND PUBLIC RELATIONS

Your Company has, on a continuous basis, endeavored to increase awareness among its Shareholders and in the market place about the Companys strategy, new developments and financial performance. Financial results, important developments and achievements are regularly released to the press, media and uploaded on ourwebsite.

Parallely, internal communication and brand building within the organization is being given further impetus.

VIII. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report covering a wide range of issues relating to Performance, outlook etc., is annexed as Annexure-Ato this report.

IX. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of the Corporate Governance. The detailed report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms Annexure-B to this report.

The Statutory Auditors of your Company have examined the Companys compliance and have certified the same as required under the listing agreement. The certificate is reproduced asAnnexure-D to this report.

X. CHAIRMAN AND CHIEF FINANCIAL OFFICER CERTIFICATION

Chairman and Chief Financial Officer Certification as required under clause 49 of the Listing Agreement, and Chairman Declaration about code of conduct are furnished inAnnexure-C to this report.

XI. AUDITORS

M/s. Walker Chandiok & Co., Chartered Accountants, the Statutory Auditors of your Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for appointment.

The Company has received letters from Statutory Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the said Act.

XII. STATUTORY INFORMATION

A) Employees Particulars

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended, forms part of this report.

B) Fixed Deposits

Your Company has not accepted any fixed deposits from the public and, as such, no amount of principal or interest was outstanding as on the balance sheet date.

C) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information required to be provided under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the report of the Board of Directors) Rules,1988 in relation to Conservation of Energy, Technology Absorption and Research and Development are currently not applicable to the Company.

The Company has made foreign exchange outgo towards traveling and marketing amounting to Rs.6.75 Lacs and import of Capital Goods amounting to Rs.38.23 Lacs (Corresponding figures for previous year are Rs. 6.05 Lacs and Rs. 267.83 Lacs).

XIII. DIRECTORS

Mr. Kranti Sinha, Director of your Company is liable to retire by rotation at the ensuing Annual General Meeting.

XIV. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 your Directors, based on the information and documents made available to them, confirm that:

i) In the preparation of annual accounts for year ending 31 March 2010, the applicable accounting

standards have been followed. There are no material departures in the adoption and application of the accounting standards;

ii) They have selected such accounting policies and applied 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 your Company at the end of the financial year and of the profit of your Company for that period;

iii) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv) They have prepared the annual accounts on a going concern basis.

ACKNOWLEDGMENTS

Your Board takes this opportunity to thank the patrons, vendors, business partners, shareholders and bankers for the faith reposed in the Company and also thank the Government of India, various regulatory authorities and agencies for their support and looks forward to their continued encouragement. Your Directors are deeply touched by the efforts, sincerity and loyalty displayed by the employees without whom the growth was unattainable. You Directors wish to thank the investors and shareholders for placing immense faith in them and the plans designed for growth of your Company. Your Directors seek and look forward to the same support during the future years of growth and hope that they can continue to satisfy you in the years to come.

Notes

1. Mr. Rasesh B. Kanakia is a director since Companys incorporation. He was appointed as Chairman w.e.f May 1, 2006 for a term of 5 years.

2. Mr. Himanshu B. Kanakia is a director since Companys incorporation. He was appointed as Managing Director w.e.f. May 1, 2006 for a term of 5 years.

For and on behalf

of the Board of Directors

Place: Mumbai Rasesh B. Kanakia

Date : 26,th May, 2010 Chairman