TO THE MEMBERS
Your Directors have pleasure in submitting the Twenty Ninth Annual
Report of your Company together with the Audited Accounts for the year ended 31st March,
2026.
1. FINANCIAL RESULTS
(Rs. in lacs)
|
STANDALONE |
|
2025-26 |
2024-25 |
| Income from Operations |
2397.29 |
1154.35 |
| Other Income |
7.17 |
13.63 |
| Total Income |
2404.46 |
1167.98 |
| Less: Depreciation and Amortisation |
20.91 |
15.71 |
| Profit before Finance Costs |
2383.55 |
1152.27 |
| Less: Finance Costs |
282.29 |
376.46 |
| Less: Other Expenses |
1316.91 |
2957.87 |
| Profit after Finance Costs but before
Exception Items & Tax |
784.35 |
(2182.04) |
| Less: Exceptional Items |
- |
- |
| Profit before Tax |
784.35 |
(2182.04) |
| Less: Tax Expenses |
174.17 |
978.62 |
| Net Profit / Loss for the Year |
610.18 |
(3160.66) |
Financial and Operational Review:
The Company has earned a gross income of Rs. 2397.29 lakh for the
financial year 2025-26, as compared to income of Rs. 1154.35 lakh in the previous year,
recording an increase of Rs 1242.94 lakh.
The Company has earned the net profits of Rs. 610.18 lakh for the year
as compared to net losses of Rs. 3160.66 lakh in the previous year.
Finance Costs for the year under review has marginally decreased by Rs.
94.17 lakh as compared to the previous year. Depreciation during the year has recorded a
marginal increase by Rs. 5.20 lakh as compared to the previous year.
Earnings per share have been Rs. 1.06/- for the current year as
compared to NIL for the previous year.
2. SHARE CAPITAL:
The Company's paid up capital is Rs. 11,48,72,950 with accumulated
Reserves & Surplus of Rs. 49,76,04,961.62/-
There was no public issue, rights issue, bonus issue or preferential
issue, etc. during the year under review. The Company has not issued shares with
differential voting rights or sweat equity shares. It has not granted any stock options.
Transfer / Transmission of Shares
The Company has complied with all necessary compliances as required
under SEBI (Prohibition of Insider Regulations) and Listing Regulations, 2015
3. CHANGES IN CAPITAL STRUCTURE
There has been no change in the capital structure during the year under
review.
State of Affairs & Joint Development Agreement:
The Company is engaged in the business of Content Production for
Television, Films and Digital Platforms.
There has been no change in the business of the Company during FY
2025-26.
The Company entered into a Joint Development Agreement dated 29th May,
2023 with K. Raheja Corp Real Estate Pvt. Ltd. to develop its land at Kanjurmarg
admeasuring 15817.48 sq. mtrs. The land has been converted into stock-in-trade at Rs.
133-134 crore as per Valuation Report. The sharing ratio is 24.5% for Cinevista Limited
and 75.5% for K. Raheja Corp Real Estate Pvt. Ltd. Post approvals, the
Residential-Cum-Retail project ‘Antares' commenced in late November, 2024. The
project is registered under MahaRERA Registration No. P51800077483.
4. TRANSFER TO RESERVES
The amounts increased in the reserves during the year on account of the
profits are 6,10,18,189/- as compared to the previous year decrease on account of losses
Rs. 31,60,66,058.42/-
5. DIVIDEND
On account of previous accumulated losses, Your Directors do not
propose any dividend for the year ended 31st March, 2026.
6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013 form part of the Notes to the financial statements provided in this
Integrated Annual Report.
7. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the Internal Audit
function is defined and to maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with operating systems,
accounting procedures and policies of the Company.
Based on the report of internal audit function, process owners
undertake corrective action in their respective areas and thereby strengthen the controls.
The internal financial controls with reference to the financial statements were adequate
and operating effectively
8. FINANCE AND ACCOUNTS
As mandated by the Ministry of Corporate Affairs, the financial
statements for the year ended on March 31, 2026 has been prepared in accordance with the
Indian Accounting Standards (Ind
AS) notified under Section 133 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and
judgements 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 31,2026. The Notes to the Financial Statements adequately cover the standalone and
consolidated Audited Statements and form an integral part of this Report.
9. BOARD OF DIRECTORS
a) Retirement by Rotation: Mrs. Vinita Concessio, Director, retires by
rotation at the ensuing AGM and being eligible, offers herself for re-appointment. The
Board recommends her re- appointment.
b) Continuation after age of 70 years: Based on the recommendation of
the Nomination and Remuneration Committee, approval of members is sought at the 29th AGM
for continuation of:
i. Mr. Prem Krishen Malhotra (DIN: 00065136) as Whole-Time Director
& Chairman, and
ii. Mr. Sunil Mehta (DIN: 00064800) as Managing Director &
Vice-Chairman, upon their attaining the age of 70 years, pursuant to Section 196(3)(a)
read with Schedule V of the Companies Act, 2013.
c) Continuation after age of 75 years: Approval of members is sought by
Special Resolution for continuation of Mrs. Mahrukh Shavak Chikliwala (DIN: 10178021) as
Non-Executive Independent Director after attaining 75 years of age, for her remaining
tenure, pursuant to Regulation 17(1A) of SEBI LODR.
Brief resumes of Directors seeking appointment/re-appointment as
required under Regulation 36(3) of SEBI LODR and SS-2 are provided in the Notice of AGM.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and the Listing
Regulations, 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, Remuneration and other
Committees. The Board also noted that the term of reference and composition of the
Committees was clearly defined. The Committee performed their duties diligently and
contributed effectively to the decisions of the Board. The functioning of the Board and
its committees were quite effective. The Board evaluated its performance as a whole and
was satisfied with its performance and composition of Independent and Non-Independent
Directors. The manner in which the evaluation has been carried out has been explained in
the Corporate Governance Report.
Declaration by Independent Directors
Mrs. Rebekah Peter Martyres, Mrs. Mahrukh Shavak Chikliwala and Mr.
Dhiraj Labhchand Chaudhry, Independent Directors of your Company have declared to the
Board of Directors that they meet the criteria of Independence as laid down in Section
149(6) of the Act and Regulations 16(1)(b) and 25(8) of the Listing Regulations and there
is no change in the status of their Independence and have confirmed that they are not
aware of any circumstance or situation which exists or may be reasonably anticipated that
could impair or impact their ability to discharge their duties.
NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the
Financial Year 2025-26 forms part of the Corporate Governance Report.
COMMITTEES OF THE BOARD
The Board of Directors have the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Share Transfer Committee
5. Risk Management Committee
The details of the Committees along with their composition, number of
meetings and attendance at the meetings are provided in the Corporate Governance Report.
10. POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION
The Board in consultation of the Nomination and Remuneration Committee
of the Company has formulated the various policies relating to the terms of Appointment of
Independent directors, details on familiarization programs and criteria of payments to
Non-Executive Directors and the same has been posted on the Company's website
www.cinevistaas.com.
11. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year ended March 31, 2026, were on an arm's length basis and were in the
ordinary course of business. Therefore, the provisions of Section 188 of the Companies
Act, 2013 were not attracted. However, there are no materially significant related party
transactions during the financial year made by the Company, thus, disclosure in Form AOC-2
is not required.
Omnibus approval for material RPTs upto Rs. 50 Cr is being sought at
the 29th AGM. The Company has adopted Related Party Transactions Policy which is displayed
on website of Company www. cinevistaas.com.
The particulars of contracts or arrangements with related parties are
required under Section 134(3) (h) is prescribed Form AOC - 2 are annexed herewith as an
‘Annexure A' to this Report.
However, the disclosure of transactions with related parties for the
financial year is given in Note no 28 to the Balance Sheet i.e. as per Accounting Standard
-18.
12. 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 Code has been posted on the Company's website
www.cinevistaas.com.
All Board members and Senior Management Personnel have affirmed
compliance with the Code of Conduct for the year 2025-26.
13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
(MDA)
In terms of the provisions of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”), the detailed Analysis of the Operating performance of the Company for
the year, the state of affairs and the key changes in the operating environment has been
included in the Management Discussion and Analysis section which forms an integral part of
this Report and is set out as separate section to this Annual Report.
14. CORPORATE GOVERNANCE
Your Company believes that Corporate Governance is an application of
the best management practices, compliances of law in true spirit and adherence to ethical
standards for effective management and distribution of wealth and discharge of social
responsibility for sustainable development of all stakeholders.
Your Company is committed to maintaining the highest standards of
Corporate Governance and adhering to the Corporate Governance requirements as set out by
the Securities and Exchange Board of India (SEBI).
A section on Corporate Governance along with a certificate from
Auditors confirming compliance of conditions of Corporate Governance as stipulated under
Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015 is annexed and forms part of the Directors' Report.
15. CEO/CFO CERTIFICATE
In accordance with Regulation 17(8) of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 pertaining to corporate governance norms, Mr.
Sunil Mehta, CEO and Managing Director and Mr. Vijay Singh Phoolka, CFO, have certified,
inter-alia, on review of financial statements and establishing and maintaining internal
controls for the financial reporting for the year ended March 31,2026, The said
certificate forms an integral part of the Annual Report.
16. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134 of the Companies Act, 2013, the directors would
like to state that:
i) In the preparation of the annual accounts, 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.
17. SUBSIDIARIES
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
and its subsidiaries interested in obtaining the same. Further, the Annual Accounts of the
subsidiaries would also be available for inspection by any member at the Registered Office
of the Company and at the Office of the respective subsidiary companies, during working
hours.
Pursuant to the provisions of Section 129(3) of the Act read with Rule
5 of the Companies (Accounts) Rules, 2014 (as amended), a statement containing the salient
features of Financial Statements of the aforesaid Subsidiaries (including highlights of
their performance and contribution to the overall performance of the Company) has been
provided in Form AOC-1 which forms part of this Report and are annexed herewith as an
‘Annexure B' to this Report.
The Audited Consolidated Financial Statements (CFS) of your Company for
the financial year ended March 31, 2026, prepared in compliance with the provisions of Ind
AS 27 issued by the Institute of Chartered Accountants of India (ICAI) and notified by the
Ministry of Corporate Affairs (MCA), Government of India also form part of this Annual
Report.
The holding as well as subsidiary companies in question shall regularly
file such data to the various regulatory and Government authorities as may be required by
them.
18. FIXED DEPOSITS
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014.
19. AUDITORS
M/s Raj Niranjan Associates, Chartered Accountants (FRN: 108309W) were
appointed for 5 years from 24th AGM to 29th AGM. Their term expires at the 29th AGM. The
Board recommends appointment of M/s. Sarath & Associates as Statutory Auditors for 5
years from 29th AGM to 34th AGM, subject to members' approval.
Auditor Qualifications & Management Reply:
Impairment on investments/advances to subsidiaries: Management is
hopeful of recovery and generating future income. Impairment will be considered when
required.
Impairment on intangible assets: Management is hopeful of monetizing
these assets across different avenues and hence impairment is not considered necessary at
this stage.
Your Company has received a certificate from M/s Sarath &
Associates, Chartered Accountants confirming their eligibility to continue as the Auditors
of the Company in terms of the provisions of the Act and the Rules framed thereunder and
also a copy of the certificate issued by the Peer Review Board (ICAI) as required under
Regulation 33 of the Listing Regulations.
The reports given by the Auditors on the Standalone and Consolidated
Financial Statements of the Company for the financial year ended March 31,2026 form part
of this Annual Report alongwith the qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Reports.
The Auditors of the Company have not reported any fraud in terms of the
second proviso to Section 143(12) of the Act.
20. REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which
required the Statutory Auditors to report to the Audit Committee and / or Board under
Section 143(12) of Act and Rules framed thereunder.
21. SECRETARIAL AUDIT
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the
company has appointed M/s. Manthan Negandhi & Co, Practising Company Secretary to
undertake the Secretarial Audit of the Company. Their Audit Report confirms that the
Company has complied with the applicable provisions of the Act and the Rules made there
under, Listing Regulations, applicable SEBI Regulations, Secretarial Standards and other
laws applicable to the Company. The Secretarial Audit Report forms part of the
Board's Report.
A Company Secretary in practice carries out a quarterly Reconciliation
of Share Capital Audit, to reconcile the total admitted capital with National Securities
Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) and the total
issued and listed capital. The audit confirms that the total issued/listed capital is in
agreement with the aggregate of the total number of shares in physical form and the total
number of shares in dematerialized form (held with NSDL and CDSL).
The Secretarial Audit Report for the year 2025-26 as issued by him in
the prescribed form MR-3 is annexed herewith as ‘Annexure C' to this Report.
As directed by Securities & Exchange Board of India, (SEBI)
secretarial audit is being carried out at the specified period by the Practicing Company
Secretary. The findings of the secretarial audit were entirely satisfactory.
There are no other qualification in Secretarial Audit Report and
observation made in the Report read together with relevant notes thereon are
self-explanatory and hence, do not call for any further comments under the Companies Act,
2013
22. SECRETARIAL STANDARDS OF ICSI
During the year under review, the Company has duly complied with the
applicable provisions of the Revised Secretarial Standards on Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company
Secretaries of India (ICSI) and approved by Central Government under section 118(10) of
the Companies Act, 2013.
23. ANNUAL RETURN
Ministry of Corporate Affairs (MCA) vide notification dated 28/08/2020
has notified that the Extract of Annual Return (in Form MGT 9) is not required to be
enclosed with the Board Report, the Company is only required to disclose the web link in
the Board Report where the annual return referred to in sub-section (3) of section 92 is
placed for the Financial Year.
Pursuant to amendment of Section 92(3) and the Companies (Management
and Administration) Amendment Rules, 2020 of the Act, the Annual Return as on 31st March
2026 is available on the website of the Company www.cinevistaas.com
24. BUSINESS RISK MANAGEMENT
Risk management is embedded in your Company's operating framework.
Your Company believes that managing risks helps in maximizing returns. The Company's
approach to addressing business risks is comprehensive and includes periodic review of
such risks and a framework for mitigating controls and reporting mechanism of such risks.
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & the Listing Regulations,
the company has constituted a business risk management committee. The details of the
committee and its terms of reference are set out in the corporate governance report
forming part of the Directors' report.
25. 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 pre-clearance 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.
The Code of Conduct for Prevention of Insider Trading is displayed on
website of Company www. cinevistaas.com.
26. WHISTLE BLOWER POLICY / VIGIL MECHANISM
In pursuance of provisions of the Companies Act, 2013, and the Listing
Regulations the Company has formulated Whistle Blower Policy (Vigil Mechanism) with a view
to providing a mechanism for (i) directors and employees of the Company to freely
communicate/report genuine concerns and/ or grievances about illegal or unethical
practices, unethical behaviour, actual or suspected fraud or violation of the
Company's code of conduct or ethics policy and (ii) the stakeholders of the company
to freely communicate their concerns about illegal or unethical practices and to approach
the Whistle Officer/Chairman of the Audit Committee of the Company to, inter-alia, report
the same to the management. This Policy is an extension of the Company's Code of
Conduct. The Audit Committee oversees the vigil mechanism through the committee. This
Policy inter-alia provides direct access to the Chairman of the Audit Committee. The
Whistle Officer/Chairman of the Audit Committee shall submit a report to the Audit
Committee on a regular basis about all the complaints referred to him since the last
report together with the results of investigations, if any.
In terms of provisions of Section 177 of the Act and Rules framed
thereunder read with Regulation 22 of the Listing Regulations, your Company has a vigil
mechanism in place for the Directors and Employees of the Company through which genuine
concerns regarding various issues relating to inappropriate functioning of the
organization can be raised.
27. NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework
for selection and remuneration of Directors, Key Managerial Personal (KMP) and Senior
Management of the Company. The Nomination and Remuneration policy is available on the
website of the Company www.cinevistaas.com
28. ENVIRONMENT, HEALTH AND SAFETY
The Company is conscious of the importance of environmentally clean and
safe operations. The Company's policy requires conduct of operations in such a manner
so as to ensure safety of all concerned, compliances of environmental regulations and
preservation of natural resources.
29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN
Your Company is committed to provide and promote safe and healthy
environment to all its employees without any discrimination. During the year under review,
there was no case filed pursuant to The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
30. STATUTORY INFORMATION
Conservation of Energy & Technology Absorption
Considering the nature of the business of the Company, the particulars
required to be furnished pursuant to the provisions of Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014 (as amended) and Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules, 1988 relating to the
Conservation of Energy and Technology Absorption are not applicable.
Foreign Exchange Earnings and Outgo
Foreign Exchange Earnings have been Rs. 6,52,683.85/- for the current
year as compared to the previous year which amount to Rs. 8,30,293/- and Foreign Exchange
Outgo for current year is Rs.NIL as compared to previous year which was also Rs. NIL.
Particulars of Employees
The information required pursuant to Section 197(12) read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
in respect of employees of the Company, will be provided upon request. In terms of Section
136 of the Act, the reports and accounts are being sent to the members and others entitled
thereto, excluding the information on employees' particulars which is available for
inspection by the members at the Registered office of the company during business hours on
working days of the company up to the date of ensuing Annual General Meeting. If any
member is interested in inspecting the same, such member may write to the company
secretary in advance.
31. CORPORATE SOCIAL RESPONSIBILITY
The Company does not fall within the threshold limit as applicable
under the Section 135 of the Companies Act, 2013. Accordingly, the requirement of
Corporate Social Responsibility is not applicable to the Company for the period under
review.
32. NON-APPLICABILITY OF MAINTENANCE OF COST
RECORDS
The Company is not engaged in the business of production of goods or
providing of services as specified in Rule 3 of the Companies (Cost Records and Audit)
Rules, 2014 (“Rules”). Accordingly, the requirement of maintaining cost records
in accordance with Section 148(1) of the Act read with the Rules is not applicable to the
Company for the period under review.
33. SIGNIFICANT & MATERIAL LITIGATIONS /
ORDERS
There are no significant or material litigation / orders pending
against the Company during the period under review.
34. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
[Rule 8(5)(xi) of Companies (Accounts) Rules, 2014]
There are no proceedings pending against the Company under the
Insolvency and Bankruptcy Code, 2016. Further, no application has been made or any
proceeding is pending under the IBC, 2016 during the year under review.
35. DETAILS OF ONE TIME SETTLEMENT AND VALUATION
DONE
[Rule 8(5)(xii) of Companies (Accounts) Rules, 2014]
The Company has not made any one-time settlement with Banks or
Financial Institutions during the year under review. Hence, the details of difference
between the amount of valuation done at the time of one-time settlement and the valuation
done while taking loans from Banks or Financial Institutions along with reasons thereof
are not applicable.
36. DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961
[Rule 8(5)(xiii) of Companies (Accounts) Rules, 2014]
The Company affirms that it has duly complied with all provisions of
the Maternity Benefit Act, 1961, as amended, and has extended all statutory benefits to
eligible women employees during the year ended 31st March, 2026. The Company has
constituted an Internal Complaints Committee as required under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
37. CAUTIONARY STATEMENT
Statements in the Board's Report and the Management Discussion
& Analysis Report describing the Company's objectives, expectations or forecasts
may be forward looking within the meaning of applicable laws and regulations. Actual
results may differ from those expressed in the statements.
38. APPRECIATION
Your Directors thank the viewers, suppliers, bankers, Financial
Institutions, Central and State Governments and Shareholders for their consistent support
to the Company. The Directors also sincerely acknowledge the significant contributions
made by all the employees for their dedicated services to the company. The ownership and
responsiveness shown by all the stakeholders is unparalleled and is a testimony of the
spirit of this great organization.
|
|
For and on behalf of the Board |
|
|
Cinevista Limited |
Place: Mumbai |
PremKrishen Malhotra |
Sunil Mehta |
Date: 06th May, 2026 |
Whole-Time Director |
Managing Director |
|
DIN - 00065136 |
DIN - 00064800 |
|