Corporate Governance
Introduction
Your Company is committed to ensure good Corporate Governance practice as it builds confidence and trust, which eventually leads to more stable and sustained resource flows and long term partnership with its investors and other stakeholders. Transparency, accountability and professionalism in all our activities, compliance with the laws and regulations and creating a motivated work force enables effective management of our Company.
The detailed report on implementation by the Company of the Corporate Governance Code as incorporated in Clause 49 of the Listing Agreement with the Stock Exchanges, is set out below.
I. Company's Philosophy on Corporate Governance:
The Company believes that good Corporate Governance is essential to achieve longterm corporate goals and to enhance stakeholder's value. The Company's philosophy on good corporate governance envisages a combination of business practices that results in enhancement of the value of the Company to the shareholders and simultaneously enable the Company to fulfill its obligations to other stakeholders such as customers, employees, financiers and to the society at large. The Company firmly believes that such practices are founded upon the core values of transparency, professionalism, empowerment, equity and accountability.
The Company makes best endeavors to uphold and nurture these core values in all facets of its operations and aims to increase and sustain its corporate value through growth and innovation.
The Company is fully committed to and continues to follow procedures and practices in conformity with the Code of Corporate Governance enshrined in the Listing Agreement.
II. Board of Directors:
(a) Composition and Category:
The Board of Directors of the Company consists of eminent persons with considerable expertise and experience in business and industry, finance, management etc. The composition of the Board of Directors with reference to number of executive and non executive directors meets the requirement of clause 49 (I) (A) of the Listing Agreement. All the members of the Board are Non Executive Directors.
The present strength of Board of Directors is four, the composition of which is as stated below:
None of the Directors on the Board is a member of more than ten Committees and Chairman of more than five Committees across all companies in which they are Directors.
The Composition of the Board of Directors, the number of their other directorships and membership of Committees, is as under:
* Outside Directorships includes Directorships in Public Limited Companies and Body Corporates, but does not include Private Limited Companies.
** Only memberships of Audit Committee and Shareholders Grievance Committee are considered.
Subsequent to acquisition of shares by Inox Leisure Limited from erstwhile promoters of our Company, in February 2010, open offer was made to the Shareholders of the Company under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 ("Takeover Code"). The said open offer has been completed on 6th January 2011. Post completion of Open Offer, Inox Leisure Limited now holds 1,75,66,363 shares of our Company, representing 50.27% of issued and paid-up capital of the Company and consequently, the Company become the subsidiary of Inox Leisure Limited
(b) Board Procedure:
The Board meets at least once in a quarter to review the quarterly performance and financial results. The information as specified in Annexure I to the existing clause 41 of the Listing Agreement is regularly made available to the Board wherever applicable. To enable the Board to discharge its responsibilities effectively, the members of the Board are briefed at every board meeting, on the overall performance of the Company.
(c) Attendance of each Director at the Board Meeting and the last Annual General Meeting:
The Company normally convenes at least one meeting in every three months and maximum time gap between any two meetings is normally not more than four months. During the financial year ended 31st March 2011, 5 (Five) Board Meetings were held and the same were held on 29th May 2010, 29th July 2010, 28th October 2010, 21st January 2011 and 12th February 2011.
Details regarding attendance of each Director at Board Meetings of the Company and the last Annual General Meeting is as under:
* Resigned with effect from 12th August 2010
** Resigned with effect from 21st January 2011 III. Audit Committee
III. Audit Committee
(a) Broad Terms Of Reference
The Audit Committee, inter alia, provides an assurance to the Board on the adequacy of internal control systems and financial disclosures. The scope of activities of the Audit Committee is in accordance with paragraphs C and D of Clause 49(II) of the Listing Agreement. The broad terms of reference include:
(b) Composition:
The Audit Committee was reconstituted on 21st January 2011 and the Committee comprises of three directors. The composition of the Audit Committee is as follows :
(c) Meetings and Attendance:
During the financial year ended 31st March 2011, 4 (four) audit Committee meetings were held on 29th May 2010, 29th July 2010, 28th October 2010, 11th February 2011.
The attendance of Audit Committee meeting is as under:
* Resigned with effect from 12th August 2010
** Resigned with effect from 21st January 2011
*** Inducted with effect from 21st January 2011
Mr. Salim Govani, Chairman of the Audit Committee was present at the last Annual General held on 22nd September 2010.
IV. Remuneration Committee:
(a) Broad Terms Of Reference
The role of the Remuneration Committee is to review market practices and to decide on remuneration package payable to the Executive Director and senior executives of the Company.
(b) Composition:
The Remuneration Committee was reconstituted on 21st January 2011 and comprises of three directors, all of whom are non executive directors. The composition of the Remuneration Committee is as follows:
(c) Remuneration Policy
The Company while deciding the remuneration package of the senior management members takes into consideration the following points:
(d) Meetings & Attendance:
During the year, no meeting of Remuneration Committee was held. However, one Resolution by Circulation was passed by the members of Remuneration Committee on 18th December 2010.
(e) Remuneration to Executive Director
The details of remuneration paid to Managing Director during the year ended 31st March 2011 is as under:
* Mr. Shravan Shroff resigned as Managing Director of the Company with effect from 21st January 2011 and the remuneration paid to him as stated above is upto 31st December 2010.
V. Shareholder's / Investor Relation Committee:
The Company constituted a Shareholders / Investor Relation Committee. The Committee was reconstituted on 21st January 2011 and comprises of Mr. Pavan Kumar Jain, Mr. Kishore Biyani and Mr. Deepak Asher. Mr. Pavan Kumar Jain is the Chairman of the Shareholders/Investor Relation Committee. The Committee normally meets as and when required. The Committee looks into redressal of shareholders complaints like transfer of shares, non receipt of Balance Sheet, non receipt of declared dividend etc. The Committee also deals with various matters like transfer of shares, issue of duplicate share certificates etc. The Committee also oversees the performance of Registrar & Transfer Agents and recommends measures for overall improvement in the quality of investor services.
Details of Shareholders Complaints:
The total number of shareholders complaints received during the year ended 31st March 2011 was 2 (Two). Both these were replied to, to the satisfaction of the shareholders concerned. There were no outstanding complaints as on 31st March 2011. Shareholders' complaint and other correspondence are normally attended within seven working days except where constrained by disputes or legal impediments.
Compliance Officer:
Mr. Suratha Satpathy is the Company Secretary and Compliance Officer of the Company.
VI. Subsidiary Companies:
During the financial year under review the Company has 2 (two) wholly owned subsidiaries, viz., Fame Motion Pictures Limited (formerly Shringar Films Limited) and Big Pictures Hospitality Services Private Limited. Out of the two, Fame Motion Pictures Limited is a material non listed Indian Company within the meaning of Clause 49 III - Explanation 1 to the Listing Agreement (i.e. whose turnover or net worth (i.e. paid up capital and free reserves) exceeds 20% of the consolidated turnover or net worth, respectively, of the listed holding Company and its subsidiaries in the immediately preceding accounting year).
VII. General Body Meetings:
The details of Annual General Meetings held in last three years are as under:
a) Details of Special Resolution passed at any of the three Annual General Meeting:-
b) Postal Ballot / Special Resolutions:
Your Company is committed to ensure good Corporate Governance practice as it builds confidence and trust, which eventually leads to more stable and sustained resource flows and long term partnership with its investors and other stakeholders. Transparency, accountability and professionalism in all our activities, compliance with the laws and regulations and creating a motivated work force enables effective management of our Company.
The detailed report on implementation by the Company of the Corporate Governance Code as incorporated in Clause 49 of the Listing Agreement with the Stock Exchanges, is set out below.
I. Company's Philosophy on Corporate Governance:
The Company believes that good Corporate Governance is essential to achieve longterm corporate goals and to enhance stakeholder's value. The Company's philosophy on good corporate governance envisages a combination of business practices that results in enhancement of the value of the Company to the shareholders and simultaneously enable the Company to fulfill its obligations to other stakeholders such as customers, employees, financiers and to the society at large. The Company firmly believes that such practices are founded upon the core values of transparency, professionalism, empowerment, equity and accountability.
The Company makes best endeavors to uphold and nurture these core values in all facets of its operations and aims to increase and sustain its corporate value through growth and innovation.
The Company is fully committed to and continues to follow procedures and practices in conformity with the Code of Corporate Governance enshrined in the Listing Agreement.
II. Board of Directors:
(a) Composition and Category:
The Board of Directors of the Company consists of eminent persons with considerable expertise and experience in business and industry, finance, management etc. The composition of the Board of Directors with reference to number of executive and non executive directors meets the requirement of clause 49 (I) (A) of the Listing Agreement. All the members of the Board are Non Executive Directors.
The present strength of Board of Directors is four, the composition of which is as stated below:
- Two Non Executive and Independent Directors
- Two Non Executive and Non Independent Directors
None of the Directors on the Board is a member of more than ten Committees and Chairman of more than five Committees across all companies in which they are Directors.
The Composition of the Board of Directors, the number of their other directorships and membership of Committees, is as under:
| Name of the Director | Category of Directorship | Number of Outside Directorships* | No. of Committees in which Chairman / Member** | |
| Member | Chairman | |||
| Mr. Pavan Kumar Jain | Non Executive- Non-Independent Director Non Independent, Director |
7 | 1 | 3 |
| Mr. Kishore Biyani | Non Executive Independent Director, |
12 | 4 | Nil |
| Mr. Deepak Asher | Non Executive- Non- Independent Director |
7 | 3 | Nil |
| Mr. Amit Jatia | Non Executive Independent Director |
4 | Nil | Nil |
| Mr. Vishal Nevatia (Resigned as a Director w.e.f. 12.08.2010) |
Non Executive Independent Director |
1 | Nil | Nil |
| Mr. Shyam Shroff (Resigned as Director and Chariman w.e.f. 21.01.2011) |
Non Executive Chairman, Promoter |
1 | Nil | Nil |
| Mr. Shravan Shroff (Resigned as a Managing Director w.e.f. 21.01.2011) |
Promoter Executive Director, designated as Managing Director |
1 | Nil | Nil |
| Ms. Susan Thomas (Resigned as a Director w.e.f. 21.01.2011) |
Non Executive, Independent Director |
Nil | Nil | Nil |
| Mr. Salim Govani (Resigned as a Director w.e.f. 21.01.2011) |
Non Executive, Independent Director |
2 | Nil | Nil |
* Outside Directorships includes Directorships in Public Limited Companies and Body Corporates, but does not include Private Limited Companies.
** Only memberships of Audit Committee and Shareholders Grievance Committee are considered.
Subsequent to acquisition of shares by Inox Leisure Limited from erstwhile promoters of our Company, in February 2010, open offer was made to the Shareholders of the Company under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 ("Takeover Code"). The said open offer has been completed on 6th January 2011. Post completion of Open Offer, Inox Leisure Limited now holds 1,75,66,363 shares of our Company, representing 50.27% of issued and paid-up capital of the Company and consequently, the Company become the subsidiary of Inox Leisure Limited
(b) Board Procedure:
The Board meets at least once in a quarter to review the quarterly performance and financial results. The information as specified in Annexure I to the existing clause 41 of the Listing Agreement is regularly made available to the Board wherever applicable. To enable the Board to discharge its responsibilities effectively, the members of the Board are briefed at every board meeting, on the overall performance of the Company.
(c) Attendance of each Director at the Board Meeting and the last Annual General Meeting:
The Company normally convenes at least one meeting in every three months and maximum time gap between any two meetings is normally not more than four months. During the financial year ended 31st March 2011, 5 (Five) Board Meetings were held and the same were held on 29th May 2010, 29th July 2010, 28th October 2010, 21st January 2011 and 12th February 2011.
Details regarding attendance of each Director at Board Meetings of the Company and the last Annual General Meeting is as under:
| Name of the Director | No. of Board Meetings attended | Attendance at last AGM held on 22nd September 2010 |
| Mr. Shyam Shroff** | 3 | Yes |
| Mr. Shravan Shroff** | 4 | Yes |
| Mr. Vishal Nevatia* | 0 | Nil |
| Mr. Salim Govani** | 3 | Yes |
| Ms. Susan Thomas** | 3 | No |
| Mr. Amit Jatia | 2 | No |
| Mr. Kishore Biyani | 3 | No |
| Mr. Pavan Kumar Jain | 3 | No |
| Mr. Deepak Asher | 5 | Yes |
* Resigned with effect from 12th August 2010
** Resigned with effect from 21st January 2011 III. Audit Committee
III. Audit Committee
(a) Broad Terms Of Reference
The Audit Committee, inter alia, provides an assurance to the Board on the adequacy of internal control systems and financial disclosures. The scope of activities of the Audit Committee is in accordance with paragraphs C and D of Clause 49(II) of the Listing Agreement. The broad terms of reference include:
- To review compliance with internal control systems;
- To review the quarterly, half-yearly, annual financial results of the Company before submission to the Board;
- To review Company's financial reporting process and disclosure of financial information;
- Recommending the appointment of statutory & internal auditors.
(b) Composition:
The Audit Committee was reconstituted on 21st January 2011 and the Committee comprises of three directors. The composition of the Audit Committee is as follows :
| Names of Members | Category |
| Mr. Amit Jatia | Chairman, Independent, Non Executive |
| Mr. Kishore Biyani | Independent, Non Executive |
| Mr. Deepak Asher | Non Independent, Non Executive, |
(c) Meetings and Attendance:
During the financial year ended 31st March 2011, 4 (four) audit Committee meetings were held on 29th May 2010, 29th July 2010, 28th October 2010, 11th February 2011.
The attendance of Audit Committee meeting is as under:
| Names of Members | No. of meetings attended |
| Ms. Susan Thomas ** | 3 |
| Mr. Vishal Nevatia* | 0 |
| Mr. Amit Jatia | 2 |
| Mr. Shravan Shroff** | 3 |
| Mr. Salim Govani** | 3 |
| Mr. Kishore Biyani*** | 1 |
| Mr. Deepak Asher*** | 1 |
* Resigned with effect from 12th August 2010
** Resigned with effect from 21st January 2011
*** Inducted with effect from 21st January 2011
Mr. Salim Govani, Chairman of the Audit Committee was present at the last Annual General held on 22nd September 2010.
IV. Remuneration Committee:
(a) Broad Terms Of Reference
The role of the Remuneration Committee is to review market practices and to decide on remuneration package payable to the Executive Director and senior executives of the Company.
(b) Composition:
The Remuneration Committee was reconstituted on 21st January 2011 and comprises of three directors, all of whom are non executive directors. The composition of the Remuneration Committee is as follows:
| Names of Members | Category |
| Mr. Pavan Kumar Jain | Chairman- Non Independent, Non Executive |
| Mr. Deepak Asher | Non Independent, Non Executive |
| Mr. Amit Jatia | Independent, Non Executive |
(c) Remuneration Policy
The Company while deciding the remuneration package of the senior management members takes into consideration the following points:
- Employment Scenario
- Remuneration package and practices in the industry
- Performance of Company and individual performance
(d) Meetings & Attendance:
During the year, no meeting of Remuneration Committee was held. However, one Resolution by Circulation was passed by the members of Remuneration Committee on 18th December 2010.
(e) Remuneration to Executive Director
The details of remuneration paid to Managing Director during the year ended 31st March 2011 is as under:
| Name of Director | Basic Salary & Other Benefits | Total |
| Mr. Shravan Shroff* | Rs. 71,50,535/- | Rs. 71,50,535/- |
* Mr. Shravan Shroff resigned as Managing Director of the Company with effect from 21st January 2011 and the remuneration paid to him as stated above is upto 31st December 2010.
V. Shareholder's / Investor Relation Committee:
The Company constituted a Shareholders / Investor Relation Committee. The Committee was reconstituted on 21st January 2011 and comprises of Mr. Pavan Kumar Jain, Mr. Kishore Biyani and Mr. Deepak Asher. Mr. Pavan Kumar Jain is the Chairman of the Shareholders/Investor Relation Committee. The Committee normally meets as and when required. The Committee looks into redressal of shareholders complaints like transfer of shares, non receipt of Balance Sheet, non receipt of declared dividend etc. The Committee also deals with various matters like transfer of shares, issue of duplicate share certificates etc. The Committee also oversees the performance of Registrar & Transfer Agents and recommends measures for overall improvement in the quality of investor services.
Details of Shareholders Complaints:
The total number of shareholders complaints received during the year ended 31st March 2011 was 2 (Two). Both these were replied to, to the satisfaction of the shareholders concerned. There were no outstanding complaints as on 31st March 2011. Shareholders' complaint and other correspondence are normally attended within seven working days except where constrained by disputes or legal impediments.
Compliance Officer:
Mr. Suratha Satpathy is the Company Secretary and Compliance Officer of the Company.
VI. Subsidiary Companies:
During the financial year under review the Company has 2 (two) wholly owned subsidiaries, viz., Fame Motion Pictures Limited (formerly Shringar Films Limited) and Big Pictures Hospitality Services Private Limited. Out of the two, Fame Motion Pictures Limited is a material non listed Indian Company within the meaning of Clause 49 III - Explanation 1 to the Listing Agreement (i.e. whose turnover or net worth (i.e. paid up capital and free reserves) exceeds 20% of the consolidated turnover or net worth, respectively, of the listed holding Company and its subsidiaries in the immediately preceding accounting year).
VII. General Body Meetings:
The details of Annual General Meetings held in last three years are as under:
| AGM | DATE | TIME | VENUE |
| 11th | 22-09-2010 | 10.00 A.M | Conference Hall, Shree Visha Oswal Vikas Samaj Mahajanwadi, 41, Adarash Nagar, Jogeshwari – Oshiwara Link Road, Near Lotus Petrol Pump, Jogeshwari (W), Mumbai-400102 |
| 10th | 30-09-2009 | 11.00 A.M | Conference Hall, Shree Visha Oswal Vikas Samaj Mahajanwadi, 41, Adarash Nagar, Jogeshwari – Oshiwara Link Road, Near Lotus Petrol Pump, Jogeshwari (W), Mumbai-400102 |
| 9th | 27-09-2008 | 11.00 A.M | Conference Hall, Shree Visha Oswal Vikas Samaj Mahajanwadi, 41, Adarash Nagar, Jogeshwari – Oshiwara Link Road, Near Lotus Petrol Pump, Jogeshwari (W), Mumbai-400102 |
a) Details of Special Resolution passed at any of the three Annual General Meeting:-
- At the Annual General Meeting held on 30th September 2009, two special resolutions pertaining to Section 61 & Section 314 of the Companies Act, 1956; to Consent for revision in utilization of unutilized IPO proceeds and for an appointment of Mr. Aditya Shroff as Asst. Vice President – Programming & Corporate Sales of the Company, were passed respectively.
b) Postal Ballot / Special Resolutions:
- The Company undertook a Postal Ballot for the purpose of obtaining
approval of the Shareholders for two resolutions i.e. i) Increase of
Authorised Share Capital of the Company; and ii) Amendment of Clause V
of the Memorandum of Association of the Company.
Mr. Nilesh Shah, Partner, Nilesh Shah & Associates, Company Secretaries was appointed as the scrutinizer for the Postal Ballot process.
The last date of receipt of the Postal Ballot forms was till the close of business hours, i.e., at 5.00 p.m. on 7th April 2011. The Scrutinizer submitted his report to the Chairman on 9th April 2011. - The Board of Directors of the Company approves and takes on record quarterly, yearly financial results in the proforma prescribed in clause 41 of the Listing Agreement.
- The approved financial results are forthwith sent to relevant stock exchanges on
which the shares of the Company are listed and are published in the leading
national English Newspapers. In addition, the same are published in local
language (Marathi) newspaper within forty eight hours of approval thereof.
The Company's financial results are displayed on the Company's website www.fame.co.in. - Formal presentations were made to the institutional investors and analysts
during the year under review and the same were posted on the Company's
website.
Generally, all relevant information is placed by the Company on its website viz. www.fame.co.in. - Management Discussion and Analysis (MDA) forms part of the Annual Report, which is posted to the shareholders of the Company.
The voting pattern of the Postal Ballot for Resolution No. 1 was as follows:
| Particulars | No. of Postal Ballot Forms | ||
| (a) Total Postal Ballot Forms received | 215 | ||
| (b) Less: Invalid postal ballot forms | 22 | ||
| (c) Valid Postal Ballot forms | 192 | ||
Details of votes cast for and against each item of the postal ballot are as under:
| Description | No of Postal Ballot Forms received | No of Shares Votes | Percentage of Total Votes |
| Total Postal Ballots Received | 215 | 17931775 | - |
| Postal Ballots Valid | 192 | 17924807 | 100% |
| Postal Ballots Invalid | 22 | 2868 | - |
| Postal Ballots in favour of the Resolution | 184 | 17923238 | 99.99% |
| Postal Ballots against the Resolution | 8 | 1569 | 0.01% |
One postal ballot form was not considered due to unavailability of signature with the depository.
The above resolution was carried with requisite majority.
The voting pattern of the Postal Ballot for Resolution No. 2 was as follows:
| Particulars | No. of Postal Ballot Forms | ||
| (a) Total Postal Ballot Forms received | 215 | ||
| (b) Less: Invalid postal ballot forms | 35 | ||
| (c) Valid Postal Ballot forms | 179 | ||
Details of votes cast for and against each item of the postal ballot are as under:
| Description | No of Postal Ballot Forms received | No of Shares Votes | Percentage of Total Votes |
| Total Postal Ballots Received | 215 | 17931745 | - |
| Postal Ballots Valid | 179 | 17920025 | 100% |
| Postal Ballots Invalid | 35 | 7620 | - |
| Postal Ballots in favour of the Resolution | 169 | 17917336 | 99.98% |
| Postal Ballots against the Resolution | 10 | 2689 | 0.02% |
One postal ballot form was not considered due to unavailability of signature with the depository.
The above resolution was carried with requisite majority.
VIII. Disclosures:
There are no materially significant related party transactions made by the Company with its promoters, the directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company.
The Company has entered into transactions with concerns in which some of the Directors are deemed to be concerned/ interested. However, these transactions were entered as the ordinary course of the Company's business.
Directors have regularly made full disclosures to the Board of Directors regarding the nature of their interest in such concerns.
Full particulars of the contract entered with such concerns in which Directors are directly or indirectly concerned or interested are recorded in the Register of Contracts maintained under Section 301 of the Companies Act, 1956 and the same is placed in every Meeting of Board of Directors, for the noting and approval.
Disclosures on transactions with related parties as required under Accounting Standard 18 have been incorporated in the Schedule to the Financial Statements.
The Company does not have a formal whistle blower policy. However, the Company follows as an open door policy wherein all the employees are free to express their feedback/suggestions/complaints.
There are no instances of non-compliance by the Company nor any penalties or strictures been imposed by the Stock Exchanges and SEBI on any matter related to capital markets during the last three years.
The Company has adopted Code of Conduct ('Code') for the Members of the Board and Senior Management Personnel as required under Clause 49 of the Listing Agreement and all the Board Members and Senior Management Personnel have affirmed compliance of the Code of conduct. The Annual Report of the Company contains a declaration to this effect signed by a Director of the Company.
Necessary Disclosures pertaining to Directors is reflected in the said report at some other place.
IX. Means of Communication:
X. General Shareholder Information:
| a) Registered Office: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2nd Floor, Citi Mall, Oshiwara Link Road,
Andheri (W), Mumbai- 400 053 |
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| b) Annual General Meeting: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| c) Reporting of Unaudited / Audited Financial Results: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| d) Dividend payment date: No Dividend is recommended by the Board. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| e) Listing on Stock Exchanges: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| The equity shares of the Company are listed on the Bombay Stock Exchange Limited and National Stock Exchange Limited, Mumbai. The annual listing fees as prescribed have been paid to the Stock Exchange for the year 2011-2012. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| f) Stock Code: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Bombay Stock Exchange Scrip Code – 532631 National Stock Exchange Scrip Code - FAME International Securities Identification Number for the Company's shares in dematerialized form (ISIN): INE886G01011 |
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| g) Stock Market Data: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The Monthly high and low quotations and volume of shares traded on the
Bombay Stock Exchange and National Stock Exchange were as follows:
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| h) Registrar and Share Transfer Agents: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Link Intime India Private Limited C-13, Pannalal Silk Mill Compound, L.B.S Marg, Bhandup (West) Mumbai-400 078 Tel.:022-25946969, Fax:022-2594 6969 Email: rnt.helpdesk@linkintime.co.in Website: www.linkintime.co.in |
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| i) Share Transfer System: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Trading in Company's share on the Stock Exchange takes place in electronic form. However physical shares lodged for transfer and other related requests are processed by the said Transfer Agent and the same are approved by the Company. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| j) Distribution of Shareholdings as on 31st March, 2011: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| k) Shareholding Pattern as on 31st March 2011: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| l) Dematerialisation Of Shares And Liquidity: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| The Company's Equity Shares are included in the list of companies whose scrips have been mandated by SEBI for settlement only in dematerialised form. The Company has established connectivity with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) through Link Intime India Private Limited whereby the investors have the option to dematerialize their shares with either of the depositories. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| m) Status Of Dematerialization As On 31st March 2011 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| n) Nomination: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Individual shareholders holding shares singly or jointly in physical form can nominate a person in whose name the shares shall be transferable in case of death of the registered shareholders(s). Nomination facility in respect of shares held in electronic form is also available with the Depository Participants as per bye laws and business rules applicable to NSDL and CDSL. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| o) Address For Correspondence: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Members holding shares in physical form are requested to lodge their application for share transfer, transmission and request for changes, if any, in their addresses, bank account and mandate etc. to Link Intime India Pvt. Ltd, C- 13, Pannalal Silk Mill Compound, L.B.S Marg, Bhandup (West), Mumbai-400 078 and for their query on Annual Report all the members should write to the Company at Citi Mall, 2nd Floor, Oshiwara Link Road, Andheri-(W), Mumbai- 400 053. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| p) Details of uses of Public Funds Obtained: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| During April 2005, the Company had its Initial Public Offer (IPO) of 81,50,000 Equity Shares of face value Rs. 10 each at a premium of Rs. 43 per share aggregating to Rs. 4319.50 Lacs. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| S.No | Intended use of issue proceeds | (Rs. Lacs) |
| 1 . | Funding Exhibition Growth | 3370.00 |
| 2. | Funding distribution growth through Subsidiary | 599.50 |
| 3. | Expenses towards Underwriting and management fees, selling fees and all other issue related expenses. | 350.00 |
| Total | 4319.50 | |
The present status (as on 31st March, 2011) of IPO fund utilization is as follows:-
| S.No | Particulars | Projection in offer document | Actual funds utilised till 31 March 2011 |
| 1 . | Funding Exhibition Growth | 3370.00 | *1390.56 |
| 2. | Funding distribution growth through subsidiary | 599.50 | - |
| 3. | Issue expenses | 350.00 | **441.62 |
| 4. | Repayment of loans | - | *2487.32 |
| Total | 4319.50 | 4319.50 | |
*The above utilisation of IPO proceeds is in accordance with 'objects of the issue' read with the interim use of proceeds' clause as mentioned in the prospectus.
** The issue expense was higher by Rs 91.62 lacs as compared to the projections in the Prospectus. This is due to increase in lead management fee, underwriting and selling commission, advertising and marketing expenses and legal and professional charges. The issue expenses incurred were adjusted in the year of issue against the Securities Premium Account.
The shareholders of the Company, at their Annual General Meeting held on 30 September 2009 have approved vide a special resolution, the utilisation of balance un-utilised IPO proceeds of Rs 1600.00 lacs as at that date inter-alia for expansion activities of the Company in India for opening up new multiplexes and expenses related thereto, including but not limited to repayment of loans taken for such purposes. Accordingly, during the year , the Company utilised Rs 1195.06 lacs for repayment of term loans taken for capital expenses incurred on its multiplexes.
XI. Compliance:
This section of the Report together with the information given under the Management Discussion and Analysis and brief Profile of Directors seeking reappointment, constitute a detailed Compliance Report on Corporate Governance.
The Company has complied with the mandatory requirements of Corporate Governance.
XII. Compliance Certificate of the practicing company secretary
A certificate from A.Y Sathe & Co., Practicing Company Secretaries, that the Company has complied with the conditions of corporate governance as stipulated in Clause 49 of The Listing Agreement is annexed to the Directors Report.
Profile of Directors being re-appointed/appointed at the ensuing Annual General Meeting:
Mr. Amit Jatia:
Mr. Amit Jatia holds a degree in business administration from the University of Southern California, Los Angeles. He also holds a degree in Humburgerology from the Hamburger University, USA in the year 1996. He is the managing director of Hardcastle Restaurants Private Limited which operates McDonald's India's operations in western region. He is a member of the Young Presidents' Organization.
Directorship in other Companies:
Sterling Holiday Resorts (India) Limited, West Pioneer Properties Limited, Hardcastle & Waud Manufacturing Company Limited, Houghton Hardcastle (India) Limited.
Membership/Chairmanship of Board Committees:
Mr. Deepak Asher:
Mr. Deepak Asher is a graduate in commerce and law from the Maharaja Sayajirao University, Vadodara. He is a qualified Chartered Accountant from the Institute of Chartered Accountants of India and Cost Accountant from the Institute of Costs and Works Accountant of India. He is associated with the Inox Group for more than 20 years, in different capacities. He is responsible for the Inox Group's corporate finance function and diversification into the cinema, emission trading and the wind energy businesses. He is a member of the Entertainment Committee of the Federation of Indian Chambers of Commerce and Industry and is the President of Multiplex Association of India. He was awarded the 'Theatre World Newsmaker of the Year 2002' award for his contribution to the cinema exhibition industry.
Directorship in other Companies:
Inox Leasing and Finance Limited, Inox Leisure Limited, Gujarat Fluorochemicals Limited, Inox Motion Pictures Limited, Inox Wind Limited, Inox Renewables Limited and Fame Motion Pictures Limited.
Membership/Chairmanship of Board Committees:
Inox Leasing and Finance Limited – Member, Audit Committee, Inox Leisure Limited – Member, Audit Committee and Member, Investors' Grievance Committee.