As on: Apr 29, 2024 03:07 PM
To,
The Members,
City Pulse Multiplex Limited.
Your Directors have pleasure in presenting the Twenty Second Annual Report on the business and operations together with the Audited Financial Statements for the year ended on March 31, 2022. The performance of the Company for the year ended on March 31, 2022 is summarized below:
FINANCIAL PERFORMANCE
The Financial Results of the Company for the year are as under:
(Rs In Lacs)
During the financial year 2021-22, the company saw a increase in Net profits of the Company during the year. The turnover of the company is Rs. 47.17 lacs as compared previous year of Rs. 5.11 Lacs.
DIVIDEND
The Company sees favourable market conditions and growth prospects in years to come. Looking to the current Financial Position of the Company, the Board has recommended not to declare any Dividend for the current year and primarily create sufficient buffer to tackle any future situation.
AMOUNTS TO BE CARRIED TO ANY RESERVES:
The Board has proposed no amount to be transfer to reserve as there is no profit in the Company.
MATERIAL CHANGES AND COMMITMENTS:
There are no other material changes and commitments that have occurred between the end of financial year of the company and the date of this report affecting the financial position of the company as on 31st March, 2022.
STATE OF THE COMPANY'S AFFAIRS & NATURE OF BUSINESS
The Company have been involved in services Industry. Operating of Cinema Halls, serving Food and Beverages, Film Distribution, Film Production and allied services. Due to the pandemic, the industry is suffering heavily, and in absence of normal operating environment, the industry has not resumed.
The Company had no material event during previous year.
The Company, in lines with developing era of OTT platforms, have been restructuring its business model to OTT platforms and is in transition phase. The segment and service remains same, but platform of presentation differs and thus it does not amount to change in nature of Business.
MATERIAL CHANGE IN COMMITMENTS AND FINANCIAL IMPACT
There were no material financial commitments, and thus there was not change or deviation and nor any financial impact which might be important to present before stakeholders.
SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES:
As on March 31, 2022, the Company has no subsidiary company. The Company did not have any Associate Companies or Joint Ventures at the end of this Financial Year. Statement in Form AOC-1 pursuant to the first proviso to Section 129 of the Act read with rule 5 of the Companies (Accounts) Rules, 2014 shall not be thus Applicable in view of above explanation.
FIXED DEPOSITS
The Company neither accepted nor invited deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2022 was Rs. 3,31,80,330/-. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock option nor sweat equity nor issued any convertible instrument or securities.
Further, the Company has already submitted relevant return of allotments to update records of MCA and display above capital.
EXTRACT OF ANNUAL RETURN
Pursuant to Notification dated on 28th August, 2020, Extract of Annual Return provided in Section 92(3) read with Section 134(3)(a) of the Act in Form MGT-9 is placed on the website of the Company.
The Annual Return as on March 31, 2022 is available on the Company's website on
https://www.wowcinepulse.com/Einvestor.php.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure - I".
AUDITORS
1. Statutory Auditors
The Statutory Auditors of the Company, M/s S. D. Mehta & Co., Chartered Accountants having FRN: 137193W were appointed as the Statutory Auditors of the Company at the AGM held on 25/09/2020 to hold the office from conclusion of that meeting until the conclusion of the 25th AGM of the Company.
2. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Deepti And Associates Practicing Company Secretaries FRN: S2016DE438900, New Delhi to undertake the Secretarial Audit of the Company for the financial year 2021-22. The Report of the Secretarial Audit is annexed here with as "Annexure-II".
AUDITORS REPORT
The Auditors' Report on the accounts of the Company for the financial year ended March 31, 2022 is self-explanatory and does not call for any further explanations or comments that may be treated as adequate compliance of provisions of the Companies Act, 2013.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
The Statutory Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors as prescribed under Section 143(12) of the Companies Act, 2013, including rules made thereunder.
DIRECTORS
The Company has taken declaration under 149(6) of the Companies Act, 2013 from the Independent Directors.
The company has received the necessary declaration from the Independent Directors that they meet the criteria of independence as provided in Section 149 of the Act. Further, the Company has formulated a Code of Conduct for Directors and Senior Management Personnel and all the Directors and Senior Management Personnel have complied with the Code.
Brief profile of all Board of Directors, their nature of expertise in specific functional areas are disclosed in Annexure -III.
COMMITTEES OF BOARD
The Board has constituted various committees in accordance with the provisions of the Companies Act, 2013, the details of which are given as under:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
The Composition of Committees is as below:
Audit Committee
Nomination& Remuneration Committee
Stakeholders Relationship Committee
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
INDUSTRIAL RELATIONS
The industrial relations have remained cordial and harmonious during the year.
BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Report as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the FY ended 31st March, 2022.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:
1. that in the preparation of the annual financial statements for the year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
2. that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year ended on that date;
3. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. that the annual financial statements have been prepared on a going concern basis;
5. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
6. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
CORPORATE GOVERNANCE
The provisions regarding Corporate Governance as contained in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company. However, the Company is voluntarily following some of the provisions of the said regulations to the extent possible which are contained in the Report of Corporate Governance voluntarily given by the Company attached as "Annexure - IV" forming part of this Director's Report.
REGISTRAR AND SHARE TRANSFER AGENT (RTA)
The Company has appointed M/s Accurate Securities and Registry Private Limited as its RTA. Any queries relating to transfer or transmission of shares of the Company may be brought to the knowledge of RTA by the Shareholders.
INTERNAL POLICIES OF THE COMPANY
We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. In accordance with the provisions of the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015"), mandated to formulate and implement certain policies for all listed companies.
All such policies which are adopted by the Company are available on the website of the Company. Summary of the same is as follows:
NUMBER OF MEETINGS HELD DURING THE YEAR
The details of all the meetings of board of directors during the year along with attendance of Directors at the Meetings is given at point no. 2 of Corporate Governance Report.
EVALUATION OF BOARD, ITS COMMITTEE AND EACH DIRECTORS
Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI LODR Regulations, the Board of Directors ("Board") has carried out an annual evaluation of its performance, and that of its Committees and individual Directors.
The criteria for performance evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included aspects like the composition of Committees, effectiveness of committee meetings etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairperson was also evaluated on the key aspects of his role.
INTERNAL CONTROL SYSTEM
The Company has in place adequate internal financial controls with reference to Financial Statements. During the year no reportable material weakness in the design or operation were observed.
The Company not appointed Internal Auditors during the previous financial year.
RISK MANAGEMENT POLICY
The Company is not statutorily required to form risk management committee. But for voluntary compliance the Company has already developed and implemented a Risk Management Policy for the Company and the Audit Committee of the Company shall evaluate the risk management system regularly.
POLICY ON PREVENTION OF SEXUAL HARASSMENT
The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees of the Company are covered under this policy.
During the year 2021-22, no complaints were received by the Company related to sexual harassment.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
The Company has entered into Related Party Transactions during the financial year. All Related Party Transactions were placed before the Audit Committee of the Board of Directors for their approval. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions and restrictions contained in the erstwhile Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").
The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions.
Pursuant to Clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts/arrangements entered into by the Company with related parties referred to in sub section (1) of Section 188 of the Act are required to be disclosed in Form AOC-2. But the Company had not entered into any contract or arrangement with related parties in terms of Section 188 (1) of the Companies Act, 2013. The disclosure of related party transactions as required to be made under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is therefore, not applicable. Transactions with related parties, as per requirements of Accounting Standard 18 are disclosed in the notes to accounts annexed to the financial statements. Policy on transactions to be undertaken with related parties can be accessed through above mentioned link.
Your Directors draw attention of the members to Notes to the financial statement which sets out related party disclosures.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry in a proactive manner. The details of various familiarization programs provided to the Directors of the Company is available on the Company's website on www.wowcinepulse.com.
LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Particulars of the loans given, investments made, guarantees given or securities provided during the year and the purpose for which the loans / guarantees / securities are proposed to be utilized by the recipient of such loan / guarantee / security is given in Annexure A of the Independent Auditor's Report.
Particulars of loans given to the directors or related parties during the year is given in Notes of the Independent Auditor's Report.
SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY:
We are continuously striving to promote better and more effective sustainability policy and practices. In order to ensure transparent communication of our sustainability efforts to all our stakeholders we have made conscious efforts through technology innovation and effective communication and transparency.
The Company, though not statutorily applicable, undertakes to directly and indirectly support Make in India contributing a bit to the Vision of Hon'ble Prime Minister. Further, the Company considers CSR as part of its activity and believes that it is imperative for the growth of the country and company.
The company is not required to constitute Corporate Social Responsibility Committee of Board under Section 135(1) of Companies Act, 2013. Also, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.
VIGIL MECHANISM
The provisions of section 177 (9) and (10) of the Companies Act, 2013 mandate every listed Company to establish vigil mechanism for directors and employees to report genuine concern in such manner as may be prescribed. We are pleased to report that your Company has formulated such mechanism. The Company has adopted relevant Whistle Blower Policy and the same is available on the website of the Company on www.wowcinepulse.com. The provisions of the said policy provided for adequate safeguards against the victimization of persons who use such mechanism and make provisions for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.
Any director or employee of the Company, who observes any Unethical Behaviour or Improper Practices or Wrongful conduct and / or financial or non-financial mal practices or non-compliance with legal requirements concerning the Company, is free to report to the specified officer in the mode as provided in the policy.
LISTING FEES
The Equity Shares of your Company are listed and actively traded on the BSE Limited (BSE). The Company has paid Annual Listing fees to the stock within the stipulated time.
ACKNOWLEDGEMENTS
The Board of Director express their sincere thanks and wishes to place on record its deep appreciation for the continued support, confidence and co-operation that the company has received from Production Houses, Media, Film Makers, customers, suppliers, investors, bankers, government agencies and other associates. Your Directors also place on record their deep appreciation of the employees for the valued and continuous support at all levels for their services and commitment during the year.