I N OX L E I S U R E L I M I T E D

Annual Report 2015 - 2016

Live
the Movie
 Annual Report
15
16

In FY2016, we put our customers at the heart of everything we did. Our

endeavour was to deliver a world class experience to cinema goers at
all times. We made cinema-going a delightful experience – right from
the ease of booking, providing the widest range of movies, reviewing
movie schedules, offering a wide range of lip-smacking cinema food, all
set in the midst of cutting edge cinema exhibition technology. We work
tirelessly to become the favourite cinema chain of choice and deliver
a broad range of films at a great value price, offering our customers a
good choice of content on each visit. Going forward, we continuously
seek to re-invent our concept of “value” and “entertainment” for our
patrons, and strengthen the emotional connect of our customers to
our brand.

Today, we are one of the largest multiplex chains in India. Driven by

strong box office performance, we expect our peer position to continue
on the back of strong content delivery from the movie industry’s
pipeline. Through a growing circuit of high quality cinemas and our
strong emphasis on customer service excellence, we are offering high-
quality venues with excellent operational delivery and a retail offering
that suits customers’ tastes. We are constantly working towards raising
the bar for operational excellence and a national footprint to sustain
our industry leadership.

In FY2016, we crossed the mark of 100 properties, 400 screens and

100,000 seats. Additionally, we have signed a landmark deal with IMAX
Corporation, for five IMAX® theatre systems, the biggest deal in the
country.

We entertained 53.4 million patrons in FY2016, up by 30% over

FY2015. We also added 51 screens to our portfolio, taking our network
to a total screen count of 420 screens, spread across 107 properties in
57 cities in FY2016. Our occupancy rates improved and our Average
Ticket Price and Spend Per Head expanded on account of higher footfalls
stemming from a strong movie line-up. Our non-box office revenues
also witnessed good growth. Food & Beverage revenue continued to be
our bright spot enjoying 39% YoY growth with improved profitability.
Our advertising revenue also grew by 12% on YoY basis, with further
headroom for ample growth in FY2017. Moving ahead, we aim to up
the ante with new screen additions and overall volume growth.

1
AT A GLANCE
We are one of the first We are one of India’s largest multiplex operators,engaged in
the business of film exhibition and operating and managing of
companies to develop multiplexes. As on 8th August 2016, our portfolio of 108 multiplexes
the multiplex concept and over 425 screens in 57 cities with a seating capacity of 109,406
in India. Our vision makes us truly pan-India multiplex chain.
is to become India’s A mix of organic and inorganic expansion has enabled us to have an
largest multiplex entrenched position in the domestic multiplex industry and emerge
operator in every as one of the largest multiplex players in India with approximately
8% market share in domestic box office collections.
aspect – from quality
and choice of cinema We operate 41 properties in West India, followed by 25 in North,
to varied services 24 in South and 18 in the East. Our established market position
and a geographically diversified screen presence help us capitalise
offered. on industry growth.

Our Expansion Spree

420
372

310
279
257
239

119 107
91 96
76 68 72 79
51 63
25 35 22 26 32
2 8 3 12 6 9 14

FY2003 FY2004 FY2005 FY2006 FY2007 FY2008 FY2009 FY2010 FY2011 FY2012 FY2013 FY2014 FY2015 FY2016

No of Properties No of Screens

Quick Facts

19 57 108
States Cities Properties

What Differentiates us
in the Marketplace
- ONE OF THE LARGEST MULTIPLEX
PLAYER WITH AGGRESSIVE GROWTH
PLANS
- WELL DIVERSIFIED PRESENCE ACROSS
INDIA
- DOUBLE DIGIT ADVERTISEMENT
REVENUE GROWTH, LED BY BETTER
MONETISATION
- STATE-OF-THE-ART TECHNOLOGY IN
MODERN PROJECTION AND ACOUSTIC
SYSTEMS
- STRONG IMPROVEMENT IN AVERAGE
TICKET PRICE (ATP) AND SPEND PER
HEAD (SPH)
- STRONG NEW SCREENS PIPELINE
- STRONG BRAND PARTNERSHIPS
- ACCESS TO WIDE VARIETY OF REGIONAL
CONTENT
- LOWER DEPENDENCY ON HINDI AND
ENGLISH CONTENT
425 109, 406
Screens
Annual Report
15
16
Contents
At a Glance...................................................2
Pride of Parentage........................................4
Our Key Operating Metrics..........................6
Our Financial Scorecard...............................7
Pan India Presence........................................8
Our Brand Partnerships................................9
Board of Directors ....................................10
Management's Discussion & Analysis..........23
Notice........................................................33
Route Map..................................................45
Board’s Report...........................................46
Corporate Governance Report..................76
Standalone Financial Statements.................90
Consolidated Financial Statements...........126
53.4 Mn
Seats Patrons
3
PRIDE OF PARENTAGE
We are a subsidiary The INOX Group is a family owned, professionally managed
business group, with market leadership in diverse businesses
of Gujarat including Industrial Gases, Refrigerants, Chemicals, Cryogenic
Flourochemicals Engineering, Renewable Energy and Entertainment.
Limited, a part of the
It employs more than 9,000 people at more than 150 business
US$ 3 billion INOX units in India and has a distribution network that is spread across
Group with a rich more than 50 countries across the globe.
lineage of diversified
The Group includes three public-listed companies – Gujarat
and successful Fluorochemicals Limited, INOX Leisure Limited and INOX Wind
businesses. Limited. Gujarat Fluorochemicals is a pioneer of carbon credits
in India and is among the largest generators of carbon credits
globally.

2
22 companies
(3 listed, 7
4
10 different
international
businesses
subsidiaries, 5 joint
ventures)

5
More than 150
1 3 business units
Diversified, across India,
90 year track
professionally employing more
record of ethical
managed group than 9,000 people
business growth
 Annual Report
15
16

INOX GROUP COMPANIES

GUJARAT INOX AIR
INOX LEISURE INOX WIND INOX INDIA INOX RENEWABLES
FLUOROCHEMICALS PRODUCTS PRIVATE
LIMITED LIMITED PRIVATE LIMITED LIMITED
LIMITED LIMITED

• One of the largest • Largest producer • Fully integrated • 50:50 joint venture • Largest producer • Engaged in the
multiplex chains in of chloromethanes, player in the wind with Air Products of cryogenic business of setting
India refrigerants & energy market Inc., USA liquid storage and up and operating
Polytetrafluoroe- transport tanks in of wind farms
• In the business • State-of-the-art • Largest producer of
thylene in India India
of setting up, manufacturing industrial gases in • 213 MW
operating and • Pioneer of carbon plants near India • Offers operational
managing a credits in India Ahmedabad comprehensive capacity in 3
• 40 plants spread
national chain of (Gujarat) and at solutions in different states
throughout the
multiplexes under Una (Himachal cryogenic storage, with another 20
country
the brand name Pradesh) and vaporization MW ready for
‘INOX’ upcoming new and distribution commissioning
facility in Madhya engineering
• Currently, present
Pradesh
in 57 cities with • Has operations in
108 multiplexes • Ability to provide India, USA, Canada,
and 425 screens end-to-end turnkey The Netherlands
solutions for wind and Brazil
farms

5
OUR KEY OPERATING METRICS

Footfalls and Occupancy Rate F&B Spend Per Head (`)

53.4 58
55
41.1 47 49
38.6 44
35.3
30.7

25 28 28 25 29

FY2012 FY2013 FY2014 FY2015 FY2016 FY2012 FY2013 FY2014 FY2015 FY2016

Footfalls (Mn) Occupancy Rate (%)

Advertisement Revenue Per Average Ticket Price (`)

Operating Screen (` Mn)

2.5 2.5 170

1.8 164
1.4 160
1.3
156 156

FY2012 FY2013 FY2014 FY2015 FY2016 FY2012 FY2013 FY2014 FY2015 FY2016

F&B Net Contribution (%) Other Revenue Per Operating Screen

(` Mn)

75 2.3 2.2
74.1
1.92

71.3 1.3 1.4

70
69.4

FY2012 FY2013 FY2014 FY2015 FY2016 FY2012 FY2013 FY2014 FY2015 FY2016
 Annual Report
15
16

OUR FINANCIAL SCORECARD

Revenues (` Mn) Return Metrics

CAGR-20%
13,326.9

10,168.1
8,688.3 11.5 12.4
7,652.9
6,448.6 9.4 12.2
10.3 6.1
6.0
5.7
3.8
1.3

FY2012 FY2013 FY2014 FY2015 FY2016 FY2012 FY2013 FY2014 FY2015 FY2016

ROCE (%) ROE (%)

EBITDA (` Mn) & EBITDA Margins PAT (` Mn) and PAT Margins

CAGR-27% CAGR-107%

5.8
14.0 14.3
12.8 12.1 4.3
11.3
1899.1 2.4 2.0 774.9
1219.6 1227.7 0.7
980.1
728.8 369.4
184.5 200.4
42.3
FY2012 FY2013 FY2014 FY2015 FY2016 FY2012 FY2013 FY2014 FY2015 FY2016

EBITDA EBITDA Margin (%) Profit After Tax PAT Margin (%)

Segment-Wise Revenues (%) Our YoY Performance

5.0 4.0 7.0 7.0 5.0

5.0 4.0 6.0 7.0 170
8.0 164
18.0 19.0 19.0 20.0
19.0

73.0 73.0 69.0 66.0 68.0 58

55 53.4
41.1

FY2012 FY2013 FY2014 FY2015 FY2016 Average Average Footfalls (Mn)

Ticket Price F & B Spend
(`) (`)
GBOC* (%) F & B (%) Advtg (%) Others (%) FY2015 FY2016

*GBOC=Gross Box Office Collections

7
PAN INDIA PRESENCE

Punjab | 1 Property | 6 Screens Uttar Pradesh | 4 Properties |16 Screens

Jharkhand |1 Property |4 Screens

Delhi | 4 Properties | 13 Screens Assam | 1 Property | 2 Screens

Haryana | 5 Properties | 16 Screens

Rajasthan | 11 Properties | 35 Screens

Madhya Pradesh | 4 Properties | 16 Screens

West Bengal |13 Properties |52 Screens

Gujarat | 11 Properties | 44 Screens

Odisha |1 Property |3 Screens

Maharashtra | 22 Properties | 96 Screens

Chhattisgarh | 2 Properties |8 Screens

Goa | 4 Properties | 14 Screens
Telangana |2 Properties |11 Screens

Karanataka | 11 Properties | 41 Screens

Andhra Pradesh |7 Properties |26 Screens

Tamil Nadu |3 Properties |14 Screens

Kerala |1 Property | 6 Screens

19 57 108 425 109,406

States Cities Properties Screens Seats
 Annual Report
15
16

OUR BRAND PARTNERSHIPS

9
BOARD OF DIRECTORS
Mr. Pavan Jain
Chairman
Mr. Pavan Jain, Chairman of the INOX Group, is
a Chemical Engineer from IIT, New Delhi, and
an industrialist with over 40 years of experience.
With over 30 years of experience as the Managing
Director of INOX Air Products Private Limited,
Mr. Jain has steered the company’s growth from
a single plant business to one of the leading
domestic players in the Industrial Gases business.
In addition, Mr Jain has been instrumental
in diversifying the INOX Group into various
industries such as Refrigerant Gases, Chemicals,
Cryogenic Engineering, Entertainment and
Renewable Energy.

Mr. Vivek Jain

Director
Mr. Vivek Jain has graduated in Economics from St. Managing Director of Gujarat Fluorochemicals
Stephens, New Delhi, and did his post-graduation Limited.
in business administration from IIM, Ahmedabad,
where he specialized in Finance. He has over 35
years of business experience and is currently the

Mr. Deepak Asher

Director
Mr. Deepak Asher, in addition to being a
Commerce and Law graduate, is an eminent
Chartered Accountant and Cost and Works
Accountant with more than 32 years’ of rich
experience in the field of strategic business
planning, formulation and implementation of
various growth strategies as well as financial
planning and management. He is a Director and
Group Head (Corporate Finance) of the INOX
Group of Companies, comprising of three listed
companies and three international joint ventures.
He has been instrumental in setting up various
businesses for the INOX Group including the
cinema exhibition business, the renewable energy
business and the path-breaking carbon credit
business. He is a founder president of Multiplex
Association of India and a member of the FICCI
Entertainment Committee.

Mr. Siddharth Jain

Director
Mr Siddharth Jain earned a Bachelor’s Degree as well. He has over 16 years of experience in
in Mechanical Engineering at The University of working with various Business Units across the
Michigan, USA and an MBA from INSEAD, France. Group.
Mr Jain is currently a Whole-Time Director of
INOX Air Products Private Limited, and also
holds Directorship in other Group Companies

Mr. Amit Jatia

Director
Mr. Amit Jatia holds a degree in Business
Administration from the University of Southern
California, Los Angeles. Mr. Amit Jatia has over
25 years of experience in the QSR industry.
He has been instrumental in putting in place
the building blocks of McDonald’s in India and
thereby creating the essential organizational
infrastructure to develop and run the chain of
McDonald’s restaurants in West and South India.
 Annual Report
15
16

Mr. Haigreve Khaitan

Director
Mr. Haigreve Khaitan is a Senior Partner of
Khaitan & Co, one of India’s oldest, largest and
most prestigious full service law firms. Haigreve
started his career in litigation at the Firm’s
Calcutta office and co-founded the Mumbai
office, which is now its largest, in 2001. Over the
years, Haigreve has been involved in some of the
most significant and complex M&A and private
equity transactions in India. He also spends
substantial time on strategic advisory and private
client matters. Haigreve’s clientele comprises of a
range of Indian conglomerates, promoters, global
private equity funds and multinational clients
across sectors.

Mr. Kishore Biyani

Director
Mr. Kishore Biyani is a Commerce Graduate
from the University of Mumbai and post graduate
diploma in Marketing Management from the
University of Mumbai. He is the founder of the
Future Group of Companies and is considered as
a pioneer of modern retail in India. He has been
regularly ranked among India’s most admired
CEOs and he is the author of the book ‘It
Happened in India’.

Ms. Girija Balakrishnan

Director
Ms. Girija Balakrishnan has graduated from Laws, Mergers and Acquisitions, Commercial
the prestigious National Law School of India Laws, Foreign Direct Investments, Joint Ventures
University in 1993. She is a Member of the Bar and Foreign Collaboration.
Council of Karnataka. She is a partner of Malvi
Ranchoddas & Co. and specializes in Corporate

CHIEF EXECUTIVE OFFICER

Mr. Alok Tandon

Mr. Alok Tandon is a Graduate in Mechanical
Engineering with over 28 years of experience
across Entertainment, Hospitality and
Pharmaceutical industries. Mr. Tandon has been
part of the start-up team of the Company and
has helped build and develop the Company
since its inception. He played a very active role
in all the three Merger & Acquisitions made
by the Company viz. Calcutta Cine Pvt. Ltd.
in 2007, Fame India Ltd, in 2010 and Satyam
Cineplexes Ltd. in August 2014. Spearheading
the Company’s expansion and consolidation,
Mr. Tandon, has been successfully steering the
growth momentum of INOX over the years and
by being true to its motto of ‘LIVE THE MOVIE’.

11
OUR BUSINESS
ENABLERS FOR
LONG TERM
GROWTH

As one of the largest multiplex operators in India, we are
in a great position to leverage the inherent demand for
movies in India and gain from the changed dynamics of
the theatre industry. We have demonstrated excellent
growth in footfalls, Average Ticket Price (ATP) and Spend
Per Head (SPH) with a strong brand franchise. Our
motive is to create well-targeted value propositions to
build a brand that does more than just screen movies.
Currently, we are exhibiting rapid organic and inorganic
growth by adding new screens across the country. We
have established our brand presence well which, in
turn, drives customer acquisition and strengthens our
association with advertisers. Over the years, there has
been a drastic improvement in our advertising income
and the overall profitability of our organisation. As we
Annual Report
15
16
forge ahead, our aim is to maximise revenue streams to
drive increase in monetisation of footfalls.
Even as cinema exhibition is our core business, creating
‘entertainment destinations’ – and not just cinemas –
is fundamental to our strategy. We are committed to
developing one of the world’s premier cinema circuits
that will continue to generate strong returns. While
viewing of movies straddles a wide diaspora, we seek
to widen the appeal of going to the movies by creating
“new concept cinemas” that will attract an even broader
demographic. The development of premium experiences
through design, structure, digital technology, food &
beverage and personalised services makes our movie
theatres ideal entertainment centres for all.
13
Leveraging
Industry Dynamics to
Strengthen Presence
The most significant drivers of growth in the Indian
film industry are differentiated content, wider
release across digital screens and coordinated
release of movies. The Indian film exhibition industry
is performing well with the highest footfalls and
number of films released across the globe. Growth
in working population, rising per capita incomes
and propensity to spend are the key factors driving
growth in Indian multiplexes.

Our Inherent Our Performance

Strengths
We belong to the US$ 3 Billion
professionally managed INOX Group,
with a legacy of over 90 years. We are
one of the largest multiplex operators
in India, catering to 53.4 million
patrons in FY2016. Nearly 48% of our
properties are in Top 10 cities. We have
a competitive edge in the marketplace
with a significant pan-India presence,
adoption of state-of-the-art technology,
unparalleled service and ambience, strong
brand partnerships and a robust pipeline
of new screens. We are currently present
across 57 cities in India. We are one of the
largest cinema exhibitors in the business
and our distribution spread includes 108
properties, 425 screens in 57 cities, with
a capacity of 109,406 seats. From 119
screens and 32 properties in FY2010, our
network expanded to 420 screens and
107 properties in FY2016. We added an
average of 3 screens per month over the
last decade.
Metrics
During the year under review, we
performed well across all operating
metrics. Revenues jumped 31% during
the year, EBITDA rose 55% and PAT
was up 287%. SPH rose from ` 55 to
` 58 during the year, whereas aggregate
footfalls increased 30%, driven by new
screens and acquisitions. Even distribution
of our screen portfolio across cities is
ensuring growth in ATP. Our occupancy
levels grew from 25% in FY2015 to 29%
in FY2016. In the future, our focus areas
will be increasing SPH, besides adding
revenue and footfalls.
 Annual Report
15
16

Our FY2016
Scorecard

31%
Rise in Revenues

` 170
India’s Ranking in World Film Industry

Average Ticket Price

2,178
1,930

` 58
1,602
1,364

745
Spend Per Head
476 554
279 324
208 176 171 169 204 156 241

China India USA France UK Japan South Korea Germany

53.4 Mn
Footfalls
Rising Footfalls (in Mn) Movie Releases
Source: Crisil Report, FICCI White Paper

12.1% to
India’s Low Screen Density (Number of Screens Per Million)
14.3%
EBITDA Margin improved
125

95
80 2.0% to
60 57
40
5.8%
26 25 PAT Margin improved
16 12 10 8

US France Spain UK Germany South

Korea
Japan Taiwan China Thailand Brazil India
6.1% to
12.4%
Source: Crisil Report, FICCI White Paper

ROCE improved

3.8% to
12.2%
ROE improved

15
Scaling Higher
city to establish our position as a leading
chain of multiplexes in the northern belt
of India, particularly in the Delhi region.
It enabled us to consolidate our industry
through Organic and position and increase traction in different
regions, besides driving synergies through

Inorganic Growth improvements in the F&B supply chain,

higher advertising revenues and lower
overheads.

Our business currently accounts for nearly 20% share Organic and Inorganic
of multiplex screens in India and 8% share of Box Growth
Office collections. Moving ahead, we are poised for As India moves forward, the growth
growth with a target of adding 59 screens in FY2017 of various industries is expected to be
driven by these markets. Therefore, we
that will grow our screen count to 479. will continue to develop our presence in
Tier 2 & 3 cities to cash in on the rising
disposable incomes in these cities. We are
India continues to have a lower screen density as compared to the overseas markets, revamping our old and iconic properties
thereby creating opportunities for increasing presence across regions. We have robust in prime locations, such as the INOX
plans to expand our footprint and increase our revenues by adding new locations and multiplex at Nariman Point, Mumbai;
screens at a rapid pace . During the year, we added 51 screens to our portfolio, increasing the 9-screen multiplex at R City Mall,
our total screen count to 420. Today, our business accounts for nearly 20% share of Ghatkopar, Mumbai; and the Nehru Place
multiplex screens in India and 8% share of Box Office collections. We are poised for multiplex at Delhi. We also remain well
growth with a target of adding 59 screens in FY2017 to grow our screen count to 479. positioned to pursue strategic acquisitions
The acquisition of Satyam Cineplex during FY2014 increased our multiplex density by – those that are lucrative and enable us
 Annual Report
15
16

Interiors of Unmatched
international service and
standards ambience

02 03

01 04

Stadium-styled High levels of

high back hygiene
seating with
cup holder arm
rests

capitalise on our core business strengths

– by virtue of our strong balance sheet Serving our Customers Well
and low leverage ratio. This will not only
contribute positively to our business, but
also provide access to customers and
clients in newer provinces.
Consistently
Maximising Footfalls high service
standards
Varied theatre
food
We have also implemented in-theatre
initiatives to improve the overall
entertainment experience of our guests.
These include increased premium
08 05
offerings, enhanced in-theatre services,
differential pricing strategy, optimised
product offerings and improved service 07 06
execution. In order to maximise revenues, A selection of
we are creating innovative pricing models Hindi, English
by adopting an alternate pricing strategy Computerised and regional
for weekdays and weekends. Therefore, ticketing movies
we intend to maximise footfalls through
the week.

17
Maximising
Revenue Streams to
Enhance Profitability
Growth of non-Box Office revenues – cinema
advertising and F&B – continues to be our
strategic priority to de-risk revenues. Our revenue
contribution from advertising and F&B has increased
substantially over the years. Our margins on revenue
streams other than ticket collections – including F&B
and advertising – are higher, contributing significantly
to our profitability. During FY2016, F&B contributed
19.9% to our total revenues, compared to 18.8%
in FY2015.

What contributed to our

Aggregate Revenue in FY2016
67.9% 19.9%
Ticket Sales F&B

6.8% 5.3%
Advertising Others
 Annual Report
15
16

Non-Box Office
Revenue Streams
Our F&B revenue per footfall increased
from ` 55 in FY2015 to ` 58 in FY2016
due to a combination of increase in the
variety of offerings and improved quality.
We took initiatives to improve F&B
revenue by changing the menu based on
the movie, having a larger menu spread
and providing on-seat delivery. We also
provide a choice of international, Indian
and city-centric special flavours. Our
advertising revenue grew from ` 814.9
Million in FY2015 to ` 910.1 Million in
FY2016.

Future Outlook
Our key strategy is to go beyond movies
to reach customers in newer ways,
maximise revenue per patron and increase
the frequency of movie-going by driving
downstream revenue opportunities. We
will continue to maximise our revenue
streams outside of the traditional
theatre exhibition model, with a clear
focus on driving improvement in footfall
monetisation. Strong content and higher
footfalls will assist in upscaling advertising
revenues. For increasing profitability,
we are focusing on high value, long term
deals and taking initiatives to monetise
on-screen and off-screen advertising
revenue, such as monetising our lobby
areas to improve our advertising revenue
per screen.

Initiatives to improve
zz Hiking advertising rates
zz Focussing on high value deals
zz Targeting corporate segment
zz Off-screen advertising
zz Online booking revenue

19
 Annual Report
15
16

Delivering
a Superior and Premium
Entertainment Experience
Our objective is to get our audience to ‘LIVE THE Our Drivers
MOVIE’ by exhibiting movies as they are meant to
be seen – by ensuring that all the comedy, action
of premium
and drama of the movies comes to life. entertainment
experiences
Adopting new technologies will continue to assist in reinventing the cinematic
experience for customers by getting them closer to the action and narrative, creating
an impact that lasts longer. We have also redesigned service offerings to attract new
Ambience
customers, increase frequency of visits of existing customers and maximise revenue per
guest. As one of the most contemporary theatre exhibition organisations in India, we
view the quality of our theatre assets as strategically important to the guest experience.
Programming
Video and
Raising Exhibition As an extension of our strategy to create
a premium customer experience, we audio quality
Standards have entered into a pact with IMAX
Corporation to install five IMAX theatre
Digitisation and technology are major systems in our theatres in Mumbai, Delhi,
contributors to the development of the Kolkata and Bengaluru. This will further
industry. Our advanced technologies enhance the cinema viewing experience
provide an immersive cinematic and further strengthen our position in the
experience. We are the pioneers in industry.
development of state-of-the-art multiplex
cinema complexes in India. We provide Our premium venues offer personalised
incredible, transformative technology service, equipped with ergonomically
incorporated into entertainment. designed recliner seating and state-of-
Utilisation of latest sound systems, the-art projection and sound systems. We
advanced projection technologies and are consistently improving the quality of
digitised screens have elevated our our theatre assets by renovating existing
cinema exhibition standards. Our digitally lobbies and screens and adding new
savvy consumers enjoy sophisticated screens to increase screen density. We
Digital 3D and 2K, 4K projections along are upgrading our locations and focusing
with high-frequency 7.1 surround sound. on improvements that have the most
tangible impact on our guest experience
and our bottom line.

21
 Annual Report
15
16

MANAGEMENT’S
Discussion & Analysis
The Film Industry in India grew by 9.3% in 2015, with
Hollywood and regional releases primarily contributing
to growth. Films are expected to grow at 10.5%
CAGR in 2016. Lack of screen density continues to
be a key constraint to sustained growth, especially for
Bollywood content.

Industry Overview
India Media & Entertainment Industry
Year 2015 brought an affirmative change for the Indian Media & Entertainment (M&E)
industry. Coming off the lukewarm days of 2014, the year 2015 was that of a comeback
and an enthusiastic response from the audiences. It was that of rolling up one’s sleeves
and getting down to task. The M&E sector grew by 12.8% to ` 1,157 billion in 2015,
from ` 1,026 billion in 2014, according to the KPMG-FICCI Media and Entertainment
Industry Report 2016. A healthy advertising environment, with around 15% growth –
propelled several parts of the industry to unprecedented growth. Going forward, the
industry is set to grow by 14.3% CAGR to ` 2,260 billion by 2020. Industry growth will
be led by advertising revenue which is expected to grow to ` 994 billion at a CAGR of
15.9% by FY2020, as per the Report.

Film Industry – India

The Film Industry in India grew by 9.3% in 2015, with Hollywood and regional releases
primarily contributing to growth. Films are expected to grow at 10.5% CAGR in 2016.
Lack of screen density is a key constraint to sustained growth, especially for Bollywood
content. While exhibitors recorded a significant growth in regional and Hollywood film
collections, the collection for Hindi films was almost flat as compared to the previous
years. On the other hand, strong regional content seemed to have gained acceptance
even among the non-native language speaking audience, thereby improving the share
of regional films in the overall revenue pie.

23
The increasing Film Exhibition Industry – India
The Indian film industry is one of the biggest film production markets in the world,
reach of multiplex with over 400 production and corporate houses playing an integral role. The Indian film
industry produces around 1,500 movies every year and is considered to have one of the
operators in non- fastest movie turnaround rates across the world.
metro cities, screen
Increasing Affinity for Multiplexes
digitisation and The cinema exhibition industry in India consisted of 8,100 screens, of which 2,100
increase in disposable screens are multiplexes. Multiplexes account for 25% of the aggregate screen
population, but contribute nearly 38% of the total box office revenues. The multiplex
income and its industry is concentrated, with top four players controlling approximately 73% of
the total multiplex screens. Despite these favourable market conditions, the screen
accompanied rise in density and expenditure on movies per capita were well short of the global benchmark,
indicating significant potential for growth. This untapped growth potential is further
discretionary spending aided by an unfeasible cost structure and the unviable business model of single screen
operators, forcing many to close down or convert into multi-screen properties. The
by consumers should increasing reach of multiplex operators in non-metro cities, screen digitisation and
propel future growth increase in disposable income and its accompanied rise in discretionary spending by
consumers should propel future growth rate of the Indian film industry.
rate of the Indian film
Content is King
industry. Bollywood showcased a few distinct content driven movies during the year, all of which
did well at the box office. Considering an increase in ticket prices and options within
the entertainment space, the domestic movie viewers have been as judicious as ever
while watching films in cinema theatres.

Films in INOX with record business in FY2016:

Hindi:
o Bajrangi Bhaijaan
o Bajirao Mastani
o Tanu Weds Manu Returns
o Prem Ratan Dhan Payo
o Airlift

English:
o Jurassic World
o Avengers - Age Of Ultron
o Fast and Furious 7
o Mission: Impossible – Rogue Nation
o Spectre

Other Indian Languages:

o Baahubali (Telugu)
o Srimanthudu (Telugu)
o Natasamrat Asa Nat Hone Nahi (Marathi)
o S/O Satya Murthy (Telugu)
o Rudhramadevi (Telugu)
o Naannaku Prematho (Telugu)
 Annual Report
15
16

Engaging with the Audience Film exhibitors are

In today’s times, companies are exploring innovative means to engage with the target
audience. There are abundant advances taking place in the smartphone and tablet focusing on
space, as well as app and cloud based technologies, presenting significant opportunities
for enhancing customer experience and engagement. Technology savvy audiences organic screen
demand crystal clear projection, distortion free immersive sound and great acoustics.
The multiplex industry is rising to the challenge and doing its best in integrating the
additions and other
most advanced in class technology for the best possible cinematic experience. ancillary revenue
Ancillary Revenue Streams streams such as online
Having been through the stage of consolidation, film exhibitors are now focusing on
organic screen additions and various other ancillary revenue streams such as online
ticket sales, richer
ticket sales, richer and more varied food offerings in the menu, in-cinema advertising and and more varied food
other value-added services to boost growth. It is imperative for the Government and
the industry to work towards pioneering breakthroughs to increase screen presence offerings in the menu,
and harness its true potential. The rise of online ticketing has been very significant and
its contribution in the industry has gone up from 6% in 2006 to 32% in 2016. in-cinema advertising
and other value-added
What Sustains Box Office Growth
• Improvement in content quality services to boost
• Investments made by leading multiplex chains in setting up best-in-class
infrastructure in existing and under-served markets
growth.
• Wide coverage of movie exhibition, backed by digital technology
• Favourable demographics and higher disposable incomes, leading to higher
discretionary spends
• Fewer alternative entertainment options other than movie theatres
• Presence of movie culture as a social phenomenon in India

Growth Drivers for the Indian Film Industry

Domestic theatrical revenues have always been an integral part of the Indian Film
Industry. As much as 73% of the aggregate revenue comes from domestic theatrical
collection. Further, the valuation of other revenues streams also depends on the

25
The size of the in- domestic box office performance of the film. Digital distribution of content has
increased the audience reach and has enabled film exhibitors to earn revenues faster
cinema advertising through same day pan-India releases. Digital distribution also helps in curbing leakage
due to piracy.
market is currently
The advertising market in India is currently valued at ` 45,000 crore. Of this, a meager
estimated to be 1% is spent on film advertising, indicating the vast market opportunity. Advertising
about ` 4.5 billion, during movie shows is largely carried out in bigger metro towns and is still an
under-penetrated market. The revenue generation potential from advertising varies
comprising 3.1% of depending on the size of the film and potential for success. As per industry estimates,
the size of the in-cinema advertising market is currently estimated to be about ` 4.5
the total box office billion, comprising 3.1% of the total box office collection. The market is seen growing
at ~20% CAGR over FY2015-18E to reach ` 8 billion.
collection. The market
The Food & Beverages (F&B) is an established segment in multiplexes due to the choice
is seen growing at they offer to patrons. The variety of food offered in our cinema halls makes us like a
~20% CAGR over Quick Service Restaurant (QSR), with varied menu. In order to avoid menu fatigue, our
multiplexes change the food menus at regular intervals, based on the movie running
FY2015-18E to reach in the cinema hall and also the season. Hence, these high-margin revenue streams are
crucial for the profitability of the overall establishment of a multiplex.
` 8 billion.
Implementation of GST
The implementation of nation-wide Goods and Services Tax (GST) is expected to have
a remarkable impact on the Exhibition Industry. GST will subsume some of the major
Central and State Taxes such as Entertainment Tax, Service Tax, Value Added Tax,
Central Sales Tax, Entry Tax and Octroi which affects the multiplex industry. Rates
and statues of these taxes are different at Central and States as on date. With the
current deliberations around GST rate being in the range of 18% to 20%, there could
be a reduction of tax incidence for the multiplex industry. Further, the industry will be
able to set off the taxes paid for expenses such as Lease Rent, Maintenance and other
charges which affects the Profit & Loss for Multiplex Companies as of now. Overall,
the GST is expected to add 2% to 4% to the EBITDA margins depending on the GST
Rate. Additionally, the industry will have ease of doing business due to uniformity of Tax
Laws in the country.
 Annual Report
15
16

Company Overview We are one of the

INOX Leisure Limited (INOX), a part of the INOX Group, is one of the largest players
in the Indian multiplex industry. As of date, we operate 108 multiplexes and 425 largest players in
screens in 57 cities. Our geographical presence and pan-India reach is evident from the
properties we operate – 41 properties in West India, 25 in North, 24 in South and 18 the Indian multiplex
in the East. INOX has a 20% market share in multiplex screens and ~8-9% share in
domestic box office collections.
industry. We operate
108 multiplexes and
INOX – At a Glance
• State-of-the-art facilities in modern projection and acoustic systems
425 screens in 57
• Interiors of international standards cities.
• Stadium-styled high back seating with cup holder arm rests
• High levels of hygiene
• Varied theatre food
•
•
A selection of Hindi, English and regional movies
Computerised ticketing with high-end services to book tickets online and 19
introduction of paperless ticket entry States

Our Aggressive Growth Plans

• Strong improvement in Average Ticket Price (ATP) and Spend Per Head (SPH) 57
• Addition of 51 screens in FY2016 Cities
• Commenced consolidation phase in the multiplex business, strong ability to take
this forward, with an unleveraged balance sheet and robust promoter group
support 108
Multiplexes
What Differentiates Us
Strong Management
The Company is part of the US$ 3 billion INOX Group which operates in various
businesses, including industrial gases, engineering plastics, refrigerants, chemicals,
425
Screens
cryogenic engineering, renewable energy and entertainment sectors. The Group
includes three public-listed companies – Gujarat Fluorochemicals Limited, INOX Wind
Limited and INOX Leisure Limited. It employs around 9,000 people at more than 150
business units across India. 109,406
Seats
Rising Occupancy Rates
Our occupancy rate has improved from 25% in FY2012 to 29% in FY2016. Our Over
endeavour is to maintain high occupancy rates. Owing to efficient programming of
movies, we are able to run 5 shows per day/per screen. As more screens get added to
our portfolio, and also with length of movies reducing and number of shows per day
53.4
Mn. Patrons
increasing, there are more options available to a consumer, which in turn increases our
occupancy rates and aggregate capacity. Our marketing activities also offer increased
convenience to the movie goers.

Our Strategies in Play

Strong Visibility from New Screens
We are adding screens to increase our presence across India. Over the past three
years, on an average we have added ~47 screens per annum. Going forward, our
target is to add ~50-60 screens per annum, which will drive footfall growth. Footfalls
are being driven by the addition of more screens and regular organic growth. Visibility
from new screens is being backed by signed agreements.

27
Our advertising Improving Advertising Revenue Per Screen
Our advertising revenue almost doubled from ` 1.3 million per screen in FY2012 to
revenue almost ` 2.5 million per screen in FY2016. We increased our advertising rates in December
2015, which will result in an increase in our advertising revenue in FY2017. We expect
doubled from ` 1.3 that higher advertising rates will be accepted by advertisers on the back of strong
million per screen content, leading to higher footfalls.

in FY2012 to ` 2.5 Bettering F&B Revenues

million per screen in We operate a well-managed in-house F&B segment, delivering gross margin of ~75%.
We have taken various initiatives to improve our F&B revenues such as changing menu
FY2016. We increased based on theme of the movie playing, a wider menu spread and having a food app
embedded in the INOX app. We foresee growth in this segment, led by expansion and
our advertising rates higher conversion of footfalls into F&B spends.

in December 2015, What Stands us Apart:

which will result in • Unique variety of food with choice of International, Indian and city-centric cuisine
• No menu fatigue - Variety in menu for week days and weekends
an increase in our • Season specific food festivals
• Investment in quality machines to serve best popcorn
advertising revenue in • Considerably reduced queue size and transaction time with in-app F&B ordering
FY2017. •
and Qbuster service
Contribution of F&B revenues to net revenues increased from 18% to 20% over
the last 5 years

Our Value Drivers for Growth

Rising Market Opportunity
India has a population of ~1.2 billion, growing at 1.3% per year. The demographic
statistics are favourable, with 35% of the population in the working category. Of the
total 8,100 screens in India, 2,100 are in multiplex format and the rest are single screens,
which provides a huge opportunity for the growth of multiplex players. Watching
movies in a theatre is the prime entertainment option for people in India. The country
is one of the world’s largest film entertainment market (with over 1,600 movie releases
and around 2 billion footfalls annually).

The average ticket price is ~US$ 1 for a single screen and US$ 2.6 for a multiplex.
The multiplex segment is highly organised and largely dominated by four key players
(combined screen count of 1,484).

Increasing Acceptance of 3D Exhibition

Over the last few years, a steep rise in 3D movies is resulting in increased footfalls year
on year.

Operational Performance –
Delivering the Business
The Company has signed a five-screen deal with IMAX Corporation for IMAX®
theatres. According to the deal, the IMAX screens will be added to existing INOX
multiplexes in the cities of Mumbai, Bangalore, Delhi and Kolkata. With this deal, INOX
is seen taking the cinema viewing experience of its customers to a much higher level.
By associating ourselves with the IMAX brand and offering our guests a completely
immersive cinema experience, we continue to strengthen our position.
 Annual Report
15
16

Key Threats & Concerns With this IMAX

Ticket pricing and show timings regulated by select States deal, INOX is seen
In a few States, the Governments regulate ticket pricing and show timing. The M&E
industry is hoping that State Governments will relax regulations that limit the number taking the cinema
of shows and cap ticket pricing, and allow exhibitors to fix admission rates and show
timings, according to demand and supply. Flexible pricing and show timings will help viewing experience
optimise occupancies and grow tax collections. The recent announcement of the
Central Government of new Model Law that will allow, inter alia, Cinema Halls in of its customers to a
Shopping Malls to be open 24X7 will help overcome the impediment.
much higher level. By
High taxation restrains sector’s growth associating ourselves
High entertainment tax acts as an impediment to growth of the film exhibition industry.
Entertainment taxes in India continue to be higher than in most comparable economies.
with the IMAX brand
With the introduction of GST, the concern is expected to be addressed. and offering our
Timely execution of expansion plans guests a completely
We plan to take up space in various upcoming malls. Any delays in construction and
completion of these malls will impact the execution of our roll-out plans.
immersive cinema
experience, we
Quality of content continue to strengthen
Good quality content is the key driver of footfalls in multiplexes.
our position.
Escalating rental costs
Rental costs have seen an upward trend for most multiplexes. The escalation in rents is
leading to pressure on margins and impacting profitability.

29
We are moving Management Outlook
We are moving towards our next phase of growth with footfalls, ATP and SPH set to
towards our next improve year on year. This will be driven by screen additions across the country, higher
contribution from 3D movies and better performing content. Our acquisition of Satyam
phase of growth with in North India will further increase our superior bargaining power with advertisers,
footfalls, ATP and leading to higher earnings growth. Also, an improvement in our operating metrics will
better our return ratios. With increased aggression, we believe we are well positioned
SPH set to improve to gain further market share in the film exhibition business in India.

year on year. This will Financial Overview

be driven by screen Income from Operations increased by 31% – from ` 10,168.1 million in FY2015 to
` 13,326.9 million in FY2016. The rise in revenues was driven by healthy increase in
additions across Gross Box Office and Food & Beverage revenues on the back of increasing average
ticket prices and spending per head which grew by 4% and 5%, respectively, during
the country, higher the financial year under review. Footfalls increased from 41.1 million in FY2015 to
contribution from 3D 53.4 million in FY2016, registering a growth of 30%, which positively improved the
occupancy rate from 25% in FY2015 to 29% in FY2016.
movies and better
Earnings before Interest Tax Depreciation and
performing content. Amortisation (EBITDA)
EBITDA increased by 54.7% from ` 1,227.7 million in FY2015 to ` 1,899.1 million in
FY2016. EBITDA margin year increased by 218 basis points at 14.3% compared to
12.1% in FY2015. The improved performance from the Food & Beverages segment
contributed significantly to the increase in EBITDA margins.

Profit after Tax (PAT)

PAT increased by 286.7% from ` 200.4 million in FY2015 to ` 774.9 million in FY2016.
PAT increased primarily on account of decrease in Interest Expense by 36.8% and
increase in Operating Profit.
 Annual Report
15
16

Human Resources We are encouraging

Our organisational culture is fully geared to move into a space of growth, culture and
strategy. We are encouraging our workforce to innovate and achieve the short-term our workforce to
and long-term objectives. Through our strategic HR processes, our aim is to achieve
our business goals. Our human resources department is currently being driven through innovate and achieve
online systems. In another initiative, we have built an HR ecosystem with department-
wise Standard Operating Procedures.
the short-term and
Our Key Initiatives:
long-term objectives.
• With a key focus on employee development, we are nurturing our human capital Through our strategic
and creating a talent pool to drive business goals.
• Training is increasingly imparted to employees to inculcate and implement HR processes, our
processes, enhance the usage of systems and keep pace with technological
developments. aim is to achieve our
• We are also inculcating a culture of high-performance within the organisation
through effective internal communication with stakeholders and making them
business goals.
highly accountable.
• We are increasingly focusing on attracting corporate and qualified talent with
cross-industry experience.
• With a scalable business, we are able to showcase the career path and progression
to each of our employees.
• We are continually focused on professional and personal development programs
and in creating performance-driven employees by making the work environment
faster and smoother.

Risk Management & Internal Controls

We believe that sound internal controls and systems are related to the principle of
good governance, and should be exercised within a framework of proper checks and
balances. Accordingly, your Company has devised and implemented such internal
control systems as are required in its business processes. The adequacy of these is
being commented upon by the Statutory Auditors in their report. The Company
remains committed to ensuring a reasonably effective internal control environment
that provides assurance on the operations and safeguarding of its assets. The internal
controls have been designed to provide assurance with regard to recording and
providing reliable financial and operational information, complying with the applicable
statutes, safeguarding assets, executing transactions with proper authorisation and
ensuring compliance with corporate policies.

Cautionary Statement
This document contains statements about expected future events, financial and
operating results of INOX Leisure Limited, which are forward-looking. By their nature,
forward-looking statements require the Company to make assumptions and are
subject to inherent risks and uncertainties. There is significant risk that the assumptions,
predictions and other forward-looking statements will not prove to be accurate.
Readers are cautioned not to place undue reliance on forward-looking statements as
a number of factors could cause assumptions, actual future results and events to differ
materially from those expressed in the forward-looking statements. Accordingly, this
document is subject to the disclaimer and qualified in its entirely by the assumptions,
qualifications and risk factors referred to in the management’s discussion and analysis
of INOX Leisure Limited’s Annual Report, 2015-16.

31
CORPORATE INFORMATION
BOARD OF DIRECTORS CORPORATE OFFICE
Mr. Pavan Jain 5th Floor, Viraj Towers,
Chairman Next to Andheri Flyover,
Mr. Vivek Jain Western Express Highway,
Non-Executive Director Andheri (E), Mumbai - 400 093
Mr. Deepak Asher
Non-Executive Director WEBSITE ADDRESS
Mr. Siddharth Jain www.inoxmovies.com
Non-Executive Director
Mr. Haigreve Khaitan EMAIL ID FOR INVESTORS
Independent Director investors@inoxmovies.com
Mr. Amit Jatia
Independent Director CORPORATE IDENTIFICATION NUMBER
Mr. Kishore Biyani (CIN)
Independent Director L92199GJ1999PLC044045
Ms. Girija Balakrishnan
Independent Director BOARD LEVEL COMMITTEES:
CHIEF EXECUTIVE OFFICER ILL Committee of the Board for Operations
Mr. Alok Tandon Mr. Pavan Jain, Chairman
Mr. Siddharth Jain, Member
Mr. Deepak Asher, Member
CHIEF FINANCIAL OFFICER Mr. Haigreve Khaitan, Member
Mr. Upen Shah

Audit Committee
VICE PRESIDENT - LEGAL & Mr. Haigreve Khaitan, Chairman
COMPANY SECRETARY Mr. Amit Jatia, Member
Mr. Dhanraj Mulki Mr. Kishore Biyani, Member
Mr. Deepak Asher, Member
AUDITORS
M/s. Patankar & Associates Compensation, Nomination &
Chartered Accountants Remuneration Committee
Firm Reg.No. 107628W Mr. Haigreve Khaitan, Chairman
Office No.19 to 23, 4th Floor, Gold Wings, Mr. Amit Jatia, Member
S. No. 118/A, Plot No. 543, Sinhgad Road, Mr. Siddharth Jain, Member
Parvati Nagar, Pune – 411 030,
Maharashtra, India.
Tel: +91 20 2425 2117
Stakeholders’ Relationship Committee
Fax: +91 20 24252118 Mr. Pavan Jain, Chairman
Mr. Siddharth Jain, Member
Mr. Deepak Asher, Member
REGISTRARS & TRANSFER AGENT
Karvy Computershare Private Limited
Karvy Selenium Tower B, Plot 31-32, Gachibowli,
Corporate Social Responsibility (CSR)
Financial District, Nanakramguda, Hyderabad – 500 032
Committee
Mr. Pavan Jain, Member
Mr. Deepak Asher, Member
REGISTERED OFFICE Mr. Haigreve Khaitan, Member
ABS Towers, Old Padra Road,
Vadodara - 390 007
 Annual Report
15
16
Notice

INOX LEISURE LIMITED

(CIN: L92199GJ1999PLC044045)
Regd. Office: ABS Towers, Old Padra Road, Vadodara – 390 007.
Telephone: 0265 6198111 | Fax: 0265 2310312
Website: www.inoxmovies.com | Email ID: contact@inoxmovies.com

Notice is hereby given to the Members of INOX Leisure Limited that the Seventeenth ANNUAL GENERAL MEETING of
the Company will be held at Maple Hall, Hotel Express Residency, 18/19, Alkapuri Society, Vadodara – 390 007 on Saturday,
24th September, 2016 at 12.00 noon to transact the following business:

ORDINARY BUSINESS:
1. Adoption of Financial Statements.
To consider and adopt
a. the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2016, the
reports of the Board of Directors and Auditors thereon; and
b. the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2016 and the
report of the Auditors thereon.
2. Re-appointment of Mr. Siddharth Jain as a Director of the Company.
To appoint a Director in place of Mr. Siddharth Jain (DIN: 00030202), who retires by rotation and being eligible, offers
himself for re-appointment.
3. Ratification of appointment of Independent Auditors and to authorize the Board of Directors of the Company
to fix their remuneration.

To consider and if thought fit, to pass, with or without modification, the following resolution as an Ordinary Resolution.

“RESOLVED THAT pursuant to the provisions of Section 139, 141, 142, and other applicable provisions, if any, of the
Companies Act, 2013, and the Companies (Audit and Auditors) Rules, 2014, including any modification, variation or re-
enactment thereof, the appointment of M/s. Patankar & Associates, Chartered Accountants, Pune (Firm Registration No.
107628W), as Independent Auditors of the Company be and is hereby ratified, to hold office from the conclusion of
Seventeenth Annual General Meeting until the conclusion of the Eighteenth Annual General Meeting of the Company
and that the Board of Directors of the Company be and are hereby authorized to fix their remuneration, based on the
recommendation of Audit Committee, including reimbursement of actual out of pocket expenses, in connection with the
audit of accounts for the Financial Year ending 31st March, 2017.”

SPECIAL BUSINESS
4. To approve the payment of professional fees to Mr. Deepak Asher (DIN: 00035371), Non-executive Director of
the Company.

To consider and, if thought fit, to pass, with or without modification, the following resolution as a SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 197 and all other applicable provisions of the Companies Act,
2013 (hereinafter referred to as the “Act”), the Rules made thereunder and pursuant to the provisions of Regulation 17
(6) (a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), consent of
the Members of the Company be and is hereby given for payment of Professional Fees of ` 2,50,000/- (Rupees Two Lacs
Fifty Thousand only) per month, plus taxes as may be applicable, to Mr. Deepak Asher (DIN 00035371), Non-executive
Director of the Company for the Financial Years 2017-18, 2018-19 and 2019-20 for availing of his professional services
for strategic business planning, formulation and implementation of various growth strategies for the Company as well as
financial planning and management of the Company.

RESOLVED FURTHER THAT the above professional fees shall be exclusive of sitting fees payable to Mr. Deepak Asher,
Non-Executive Director, for attending meetings of the Board or any Committees thereof.

33
Notice

RESOLVED FURTHER THAT Mr. Pavan Jain, Mr. Vivek Jain and Mr. Siddharth Jain, Directors of the Company be and are
hereby severally authorized to finalize the other terms and conditions of this engagement including renewal thereof and take
all such steps as may be necessary, proper and expedient to give effect to this resolution.”

5. Grant of employee stock options to the employees of the Holding and Subsidiary Company(ies) of the Company
under ILL – EMPLOYEE STOCK OPTION SCHEME – 2006.

To consider and, if thought fit, to pass, with or without modification, the following resolution as a SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and all other applicable provisions, if any, of the
Companies Act, 2013 read with Rules framed thereunder (including any statutory modification(s) or re-enactment(s)
thereof for the time being in force), the Memorandum and Articles of Association of the Company, Securities and Exchange
Board of India (Share Based Employee Benefits) Regulations, 2014 as amended from time to time (hereinafter referred to as
“SBEB Regulations”) and subject to such other approvals, permissions and sanctions as may be necessary and subject to such
conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions,
which may be accepted by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall
be deemed to include any Committee, including the Compensation, Nomination and Remuneration Committee which the
Board has constituted to exercise its powers, including the powers, conferred by this resolution), approval and consent of
the Members of the Company (“Members”) be and is hereby accorded to grant such number of employee stock options,
in one or more tranches, under ILL – EMPLOYEE STOCK OPTION SCHEME – 2006' (hereinafter referred to as the
“ILL ESOS 2006”/ “Scheme”) within the ceiling of employee stock options prescribed therein, to the employees of
the Holding and Subsidiary Company/ies of the Company, whether working in India or abroad, unless they are prohibited
from participating in the Scheme under any Law or Regulations for the time being in force, exercisable into corresponding
number of equity shares of face value of ` 10/- (Rupees Ten) each fully paid-up, to be transferred by INOX Leisure Limited
- Employees' Welfare Trust (“Trust”) from its existing shareholding on such exercise, on such terms and conditions, as may
be determined by the Board in accordance with the provisions of the Scheme, SBEB Regulations and in due compliance with
other applicable laws and regulations.

RESOLVED FURTHER THAT all actions taken by the Board in connection with the above and all incidental and ancillary
things done are hereby specifically approved and ratified.

RESOLVED FURTHER THAT the Board be and is hereby also authorized at any time to modify, change, vary, alter,
amend, suspend or terminate the ILL ESOS 2006 subject to the compliance with the applicable laws and regulations and to
do all such acts, deeds, matters and things as it may in its absolute discretion deem fit, for such purpose and also to settle any
issues, questions, difficulties or doubts that may arise in this regard without being required to seek any further consent or
approval of the Members and further to execute all such documents, writings and to give such directions and/or instructions
as may be necessary or expedient to give effect to such modification, change, variation, alteration, amendment, suspension
or termination of the ILL ESOS 2006 and do all other things incidental and ancillary thereof.

RESOLVED FURTHER THAT the Company and Trust shall conform to the accounting policies prescribed from time to
time under the SBEB Regulations and any other applicable laws and regulations to the extent relevant and applicable to the
ILL ESOS 2006.

RESOLVED FURTHER THAT any Director of the Company or Company Secretary, be and are hereby severally
authorised, to do all such acts, deeds, matters and things as may be necessary, expedient and usual for the purpose of giving
effect to this resolution.”

By order of the Board of Directors

For INOX Leisure Limited

Dhanraj Mulki
Place: Mumbai Vice President – Legal
Date: 8th August, 2016 & Company Secretary
 Annual Report
15
16
Notice

NOTES:
1. A Member entitled to attend and vote at the Annual General Meeting (“Meeting”) is entitled to appoint one or more proxies
to attend and vote on a poll only instead of himself/herself and a proxy need not be a Member. Proxies, in order to be
effective, must be received at the Registered Office of the Company not less than 48 hours before the commencement of
the Meeting.

2. A person can act as a Proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than ten
percent (10%) of the total share capital of the Company carrying voting rights. However, a Member holding more than ten
percent (10%) of the total Share Capital of the Company carrying voting rights may appoint a single person as a Proxy and
such person shall not act as a Proxy for any other person or Member.

3. The Statement pursuant to Section 102 (1) of the Companies Act, 2013, in respect of special business as per Item No. 4 &
5 hereinabove is annexed hereto.

4. The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, 17th September, 2016
to Saturday, 24th September, 2016 (both days inclusive).

5. Appointment / Re-appointment of Directors:

The information required to be provided under the Secretarial Standard – 2/ Listing Regulations in respect of Director/s
being appointed/re-appointed is given herein below and also in the Corporate Governance Report:

Name of the Director Mr. Siddharth Jain Mr. Deepak Asher

Date of Birth and Age 21st September, 1978 15th January, 1959
37 Years 57 Years

Date of first appointment 10th September, 2004 15th January, 2000

on the Board

Directors Identification 00030202 00035371

Number

Qualification Mr. Siddharth Jain has graduated from the Mr. Deepak Asher, in addition to being a
University of Michigan - Ann Arbor, with a Commerce and Law graduate, is an eminent
Bachelor of Science in Mechanical Engineering Chartered Accountant and Cost and Works
and has an MBA from INSEAD, France. Accountant.

Experience / Expertise in Mr. Siddharth Jain has over 16 years of work Mr. Deepak Asher has more than 32 years’ of
Specific Functional Area experience in various management positions. rich experience in the field of strategic business
planning, formulation and implementation of
various growth strategies as well as financial
planning and management. He is a Director
and Group Head (Corporate Finance) of the
INOX Group of Companies, comprising of
three listed companies and three international
joint ventures. He has been instrumental in
setting up various businesses for the INOX
Group including the cinema exhibition business,
the renewable energy business and the path-
breaking carbon credit business. He is a
founder president of Multiplex Association of
India and a Member of the FICCI Entertainment
Committee.

35
Notice

Directorships held in 1. INOX FMCG Private Limited 1. Gujarat Fluorochemicals Limited

other Companies 2. INOX Air Products Private Limited
3. INOX India Private Limited
4. INOX Leasing and Finance Limited
5. Devansh Gases Private Limited
6. Rajni Farms Private Limited
7. INOX Wind Limited
8. INOX Consumer Products Private Limited
(with effect from 25th May, 2016)
9. Megnasolace City Private Limited
2. INOX Wind Limited
3. INOX Infrastructure Limited
4. INOX Renewables Limited
5. Swanston Multiplex Cinemas Private Limited
6. INOX Renewables (Jaisalmer) Limited
7. Satyam Cineplexes Limited

Membership / 1. INOX India Private Limited – Member of 1. Gujarat Fluorochemicals Limited –

Chairmanship of
Committees of other 2. INOX Leasing & Finance Limited –
Companies
Audit Committee Member of Audit Committee & Stakeholders
Grievance Committee
Member of Stakeholders Relationship 2. INOX Wind Limited – Member of Audit
Committee & Audit Committee Committee & Stakeholders Grievance
Committee
3. INOX Infrastructure Limited – Member
of Audit Committee
4. INOX Renewables Limited – Member of
Audit Committee
5. INOX Renewables (Jaisalmer) Limited -
Member of Audit Committee

The number of Meetings 6 7

of the Board attended
during the year

Remuneration last drawn ` 1,20,000 towards sitting fees. ` 32,80,000 (including ` 2,80,000 towards
sitting fees).

Relationship with other Related to Mr. Pavan Jain Not related to any Director or Key Managerial
Directors, Manager and Personnel of the Company.
other Key Managerial
Personnel of the
Company

Shareholding in the 6,00,000 Equity Shares of ` 10 each. 25,000 Equity Shares of ` 10 each.
Company

6. In compliance with provisions of Section 101 of the Companies Act, 2013 read with Rule 18 of the Companies (Management
and Administration) Rules, 2014, Annual Report for the Financial Year 2015- 2016 of your Company has been sent via
Electronic Mode (E-mail) to the Members whose E-mail ID was made available to us by the Depositories Participants. We
request the Members to register / update their E-mail address with their Depository Participant, in case they have not
already registered / updated the same. Members who are holding shares in physical form are requested to get their E-mail
address registered with the Registrar and Share Transfer Agents.
 Annual Report
15
16
Notice

7. In compliance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management
and Administration) Rules 2014, as amended, and Regulation 44 of the Listing Regulations, the Company is pleased to
provide e-voting facility to all Members which has been provided through the e-voting platform of CDSL. In this regard,
your demat account/folio number has been enrolled by the Company for your participation in e-voting on the resolutions
placed by the Company on the e-voting system. Instructions and manner of e-voting process can be downloaded from the
link https://www.evotingindia.com. E-voting is optional. The e-voting rights of the members /beneficial owners shall be
reckoned on the equity shares held by them as on Saturday, 17th September, 2016.

The instructions for shareholders voting electronically are as under:

In case of Members receiving e-mail:

(i) The voting period begins on Wednesday, 21st September, 2016 at 09:00 a.m. and ends on Friday, 23rd September, 2016
at 5:00 p.m. During this period Members of the Company, holding shares either in physical form or in dematerialized
form, as on the cut-off date of Saturday, 17th September, 2016 may cast their vote electronically. The e-voting module
shall be disabled by CDSL for voting thereafter.
(ii) Shareholders who have already voted prior to the Meeting date would not be entitled to vote at the Meeting venue.
(iii) The Members should log on to the e-voting website www.evotingindia.com
(iv) Click on “Shareholders” tab.
(v) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
(vi) Next enter the Image Verification as displayed and Click on Login.
(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of
any company, then your existing password is to be used.
(viii) If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat
shareholders as well as physical shareholders)
yy Members who have not updated their PAN with the Company/Depository Participant are requested to
use the sequence number which is printed on Attendance Slip indicated in the PAN field (attached with
Annual Report).
DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat
account or folio in dd/mm/yyyy format.
Dividend Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said
Bank Details demat account or folio.
yy Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the
depository or company please enter the member id / folio number in the Dividend Bank details field as
mentioned in instruction (iv).

(ix) After entering these details appropriately, click on “SUBMIT” tab.

(x) Members holding shares in physical form will then directly reach the Company selection screen. However, Members
holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily
enter their login password in the new password field. Kindly note that this password is to be also used by the demat
holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts
for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person
and take utmost care to keep your password confidential.

37
Notice

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in
this Notice.
(xii) Click on the EVSN for the relevant <Company Name> on which you choose to vote.
(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for
voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option
NO implies that you dissent to the Resolution.
(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed.
If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify
your vote.
(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xviii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and
click on Forgot Password & enter the details as prompted by the system.
(xix) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The
m-Voting app can be downloaded from Google Play Store, iPhone and Windows phone users can download the
app from the App Store and the Windows Phone Store respectively on or after 30th June 2016. Please follow the
instructions as prompted by the mobile app while voting on your mobile.
Note for Non – Individual Shareholders and Custodians
(xx)
• Non-Individual Shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to
www.evotingindia.com and register themselves as Corporates.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to
helpdesk.evoting@cdslindia.com.
• After receiving the login details a Compliance User should be created using the admin login and password. The
Compliance User would be able to link the account(s) for which they wish to vote on.
• The list of accounts linked in the login should be emailed to helpdesk.evoting@cdslindia.com and on approval of
the accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the
Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
(xxi) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”)
and e-voting manual available at www.evotingindia.com under help section or write an email to helpdesk.evoting@
cdslindia.com.
A. The voting rights of Members shall be in proportion to their shares of the Paid - Up Equity Share Capital of the
Company as on the cut-off date of Saturday, 17th September, 2016. For all others who are not holding shares as on
Saturday, 17th September, 2016 and receive the Annual Report of the Company, the same is for their information.
B. A copy of this Notice has been placed on the website of the Company and the website of CDSL.
C. M/s. Samdani Shah & Associates, Practicing Company Secretary (Certificate of Practice Number 2863) has been
appointed as the Scrutinizer for conducting the e-voting process in a fair and transparent manner.
D. The Scrutinizer shall, immediately after the conclusion of voting at the Meeting, first count the votes cast at the
Meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not
in the employment of the company and make not later than three days of conclusion of the Meeting, a consolidated
scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by
him in writing who shall countersign the same. Chairman or a person authorised by him in writing shall declare the
result of the voting forthwith.
 Annual Report
15
16
Notice

E. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website
www.inoxmovies.com and on the website of CDSL and communicated to the BSE Limited and National Stock
Exchange of India Limited.
(xxii) Member may address their grievances connected with the e-voting to Mr. Dhanraj Mulki, Vice President – Legal &
Company Secretary, 5th Floor, Viraj Towers, Next to Andheri Flyover, Western Express Highway, Andheri (East),
Mumbai – 400093, Email ID – dhanraj.mulki@inoxmovies.com, Phone Number – 02240626900.

8. Members holding shares in physical form are requested to intimate Registrar and Transfer Agents of the Company viz.,
M/s. Karvy Computershare Private Limited, Unit: INOX Leisure Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli,
Financial District, Nanakramguda, Hyderabad – 500 032, changes, if any, in their Bank details, registered address, Email ID,
etc. along with their Pin Code. Members holding shares in electronic form may update such details with their respective
Depository Participant.

9. Members desiring any relevant information on the accounts at the Annual General Meeting are requested to write to
the Company Secretary at least seven days in advance at its Registered Office, so as to enable the Company to keep the
information ready.

10. Members / Proxies are requested to bring their filled in Attendance Slip and their copy of Annual Report to the Meeting.

11. Corporate Members intending to send their Authorised Representative(s) to attend the Annual General Meeting are
requested to send duly certified copy of the Board Resolution authorizing such representative(s) to attend and vote at the
Annual General Meeting.

12. Members holding shares in single name and in Physical form are advised to make nomination in respect of their shareholding
in the Company.

13. The relevant documents referred to in the accompanying Notice of Meeting and in the Explanatory Statement are open for
inspection by the Members of the Company at the Registered Office on all working days (except Saturdays, Sundays and
Public Holidays) between 11.00 a.m. to 1.00 p.m. upto the date of this Meeting and copies thereof shall also be available
for inspection in physical form at the Corporate Office of the Company situated at 5th Floor, Viraj Towers, Next to Andheri
Flyover, Western Express Highway, Andheri (East), Mumbai – 400 093 and also at the Meeting.

14. The Chairman shall, at the Meeting, at the end of discussion on the resolutions on which voting is to be held, allow voting
with the assistance of Scrutinizer, by use of “Ballot Paper” for all those Members who are present at the Meeting but have
not cast their votes by availing the remote e-voting facility.

THE STATEMENT UNDER SECTION 102 (1) OF THE COMPANIES ACT, 2013:
ITEM NO. 4
Sub-section (4) of Section 197 of the Companies Act, 2013 provides that the remuneration payable to the directors of the
Company shall be determined, subject to provisions of this Section, either by articles of the Company or, if article so require, by
a special resolution passed by the Company in general meeting and the remuneration payable to a director shall be inclusive of
the remuneration payable to him for services rendered by him in any other capacity. The Proviso to this sub-section provides that
any remuneration for services rendered by any director shall not be so included in computing ceiling limit as provided in the said
Section, if the services rendered are of a professional nature; and in the opinion of Nomination and Remuneration Committee
of the Company, a director possesses requisite qualification for the practice of the profession.

Regulation 17 (6) (a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) states
that all fees or compensation, if any, paid to non-executive directors, including independent directors shall be recommended by
Board of Directors of the Company and shall require approval of Members in general meeting.

39
Notice

Accordingly, in compliance of Section 197 of the Act, Regulation 17 (6) (a) of the Listing Regulations, the Compensation,
Nomination and Remuneration Committee of the Company and the Board of Directors of the Company at its respective Meetings
held on 8th August, 2016 have passed resolutions, subject to the approval of the Members, to avail professional services of
Mr. Deepak Asher, Non- Executive Director of the Company for strategic business planning, formulation and implementation of
various growth strategies as well as financial planning and management considering his professional expertise and achievements
during the tenure of his directorship with the Company and payment of professional fees to him.

Mr. Deepak Asher, in addition to being a Commerce and Law graduate, is an eminent Chartered Accountant and Cost and Works
Accountant with more than 32 years’ of rich experience in the field of strategic business planning, formulation and implementation
of various growth strategies as well as financial planning and management. He is a Director and Group Head (Corporate Finance)
of the INOX Group of Companies, comprising of three listed companies and three international joint ventures. He has been
instrumental in setting up various businesses for the INOX Group including the cinema exhibition business, the renewable
energy business and the path-breaking carbon credit business. He is a founder president of Multiplex Association of India and a
member of the FICCI Entertainment Committee.

Considering the above facts, it is recommended to approve payment of professional fees to Mr. Deepak Asher as mentioned in
the proposed resolution.

Mr. Deepak Asher is interested in the resolution set out at Item No. 4 of the Notice with regard to payment of professional fees
to him. The relatives of Mr. Deepak Asher may be deemed to be interested in the Resolution set out at Item No. 4 of the Notice,
to the extent of their shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any
way, concerned or interested, financially or otherwise, in this resolution.

The Directors recommend the Resolution as stated at Item No. 4 of the Notice for approval of the Members by way of a Special
Resolution.

ITEM No. 5 :
The Company appreciates the critical role its people play in the organizational growth. It strongly believes in rewarding its
employees including Directors of the Company as well as that of the Holding and Subsidiary Company(ies) for their continuous
hard work, dedication and support, which has led the Company on the growth path.

In this context, it may be mentioned that an ESOP Scheme titled the “ILL - Employee Stock Option Scheme – 2006”
(“ILL ESOS – 2006” / “Scheme”) was already approved by way of a resolution passed at the Extra-ordinary General Meeting
of the Company held on 4th January, 2007 thereby extending the benefit of the ILL ESOS – 2006 to the employees including
Directors of the Company.

It is now proposed to extend the benefit of the ILL ESOS – 2006 to the employees including Directors of the Holding and
Subsidiary Company(ies) for rewarding their performance and motivate them to contribute to the overall corporate growth and
profitability.

The Company seeks approval of the Members in respect of grant of employee stock options under ILL ESOS – 2006 to the
eligible employees / Directors of its Holding and Subsidiary Company(ies) as may be decided by the Compensation, Nomination
and Remuneration Committee (“Committee”) from time to time in due compliance with Companies, Act, 2013 (including rules
framed thereunder), SBEB Regulations and other applicable laws and regulations.

As required under Regulation 6(2) of the SBEB Regulations, following information is being provided as specified by SEBI in this
regard.

Notice
a. Brief description of the scheme(s);
b. The total number of options, SARs, shares or The total number of Options reserved under the Scheme was not more
benefits, as the case may be, to be granted;
c. Identification of classes of employees entitled to All the permanent employees (including a Director, whether whole-time
participate and be beneficiaries in the scheme(s);
Annual Report
15
16
The Scheme is implemented from time to time primarily with a view to
attract, retain, incentivise and motivate the key talents that would lead to
higher corporate growth. The Scheme contemplates grant of Options to
the eligible employees including Directors of the Company, its Subsidiary
or Holding Company (collectively referred to as “Company” and shall
be read as context requires) as may be determined in due compliance
of SEBI (Share Based Employee Benefits) Regulations, 2014 (“SBEB
Regulations”) and provisions of the Scheme. After vesting of Options,
the eligible employees earn a right (but not obligation) to exercise the
vested Options within the exercise period and obtain equity shares of
the Company subject to payment of exercise price and satisfaction of
any tax obligation arising thereon.
The Compensation, Nomination and Remuneration Committee
(“Committee”) of the Company shall act as Compensation Committee
for administration and superintendence of the Scheme. All questions of
interpretation of the Scheme shall be determined by the Committee and
such determination shall be final and binding upon all persons having an
interest in the Scheme. Company had established a Trust named “INOX
Leisure Limited - Employees’ Welfare Trust” with a view to administer
the Scheme. The Committee may delegate aspects of administration to
the Trust as it deems fit as per applicable laws in which case the Trust
shall have powers of administration.
than 500,000 (Five Lakh) Options, for grant from time to time to eligible
employees. Each Option when exercised would be converted into one
Equity Share of ` 10/- (Rupees Ten) each fully paid-up.
The SEBI Regulations require that in case of any corporate action(s) such
as rights issues, bonus issues, merger and sale of division and others, a fair
and reasonable adjustment needs to be made to the Options granted.
In this regard, the Committee shall adjust the number and price of the
Options granted in such a manner that the total value of the Options
granted under Scheme remain the same after any such corporate action.
Accordingly, if any additional Options are issued by the Company to the
Option grantees for making such fair and reasonable adjustment, the
ceiling aforesaid shall be deemed to be increased to the extent of such
additional Options issued.
or not) of the Company, its holding company and subsidiary company(ies),
working in India or outside India shall be eligible to participate in the
Scheme. Provided however that the following persons shall not be
eligible to participate in Scheme:
i. an employee who is a Promoter or belongs to the Promoter Group
as defined in the SBEB Regulations; or
ii. a Director who either by himself or through his relatives or through
any body corporate, directly or indirectly holds more than 10% of
the issued and subscribed Equity Shares of the Company; or
iii. Independent Directors.
41
Notice

d. Requirements of vesting and period of vesting;
All the Options granted on any date shall vest not earlier than 1 (one)
year and not later than a maximum of 5 (five) years from the date of grant
of Options as may be determined by the Committee. The Committee
may extend, shorten or otherwise vary the vesting period from time to
time, in accordance with the applicable laws and in the interest of the
Option grantee.

The vesting dates in respect of the Options granted under the Scheme
shall be determined by the Committee and may vary from employee
to employee or any class thereof and / or in respect of the number or
percentage of Options granted to an employee.

Options shall vest essentially based on continuation of employment

and apart from that the Committee may prescribe achievement of any
performance condition(s) for vesting. The exact terms on vesting shall
be mentioned in the grant letter.

e. Maximum period (subject to regulation 18(1) and All the Options granted on any date shall vest not later than a maximum
24(1) of the SBEB Regulations, as the case may be) of 5 (five) years from the date of grant of Options as may be determined
within which the options / SARs / benefit shall be by the Committee.
vested;

f. Exercise price, SAR price, purchase price or Exercise price per Option shall be ` 15.
pricing formula;

g. Exercise period and process of exercise; The Exercise period would commence from the date of vesting and will
expire on completion of 1 (One) year from the date of respective vesting
or such other shorter period as may be decided by the Committee from
time to time.

The vested Option shall be exercisable by the employees by a written

application to the Company or Trust expressing his/ her desire to
exercise such Options in such manner and on such format as may be
prescribed by the Committee from time to time. The Options shall
lapse if not exercised within the specified exercise period.

Please note that the exercise period is shorter in case of separation from
employment of the Company which are dealt with in greater detail in
the Scheme.

h. The appraisal process for determining the The appraisal process for determining the eligibility shall be decided
eligibility of employees for the scheme(s); from time to time by the Committee. The broad criteria for appraisal
and selection may include parameters like tenure of association with the
Company or the holding and subsidiary company(ies) of the Company,
performance during the previous years, contribution towards strategic
growth, contribution to team building and succession, cross-functional
relationship, corporate governance, etc.
 Annual Report
15
16
Notice

i. Maximum number of options, SARs, shares, as The number of options that may be granted to any specific option
the case may be, to be issued per employee and grantee under the Scheme shall not exceed 1% of the issued capital
in aggregate; (excluding outstanding warrants and conversions) of the Company at
the time of grant of options.

j. Maximum quantum of benefits to be provided per Maximum quantum of benefits to be provided per employee will depend
employee under the scheme(s); on various factors such as, number of options granted, price at the time
of vesting and exercise of options, etc.

k. Whether the scheme(s) is to be implemented Through INOX Leisure Limited – Employees Welfare Trust
and administered directly by the company or
through a trust;

l. Whether the scheme(s) involves new issue of Scheme involves transfer of shares from the INOX Leisure Limited –
shares by the company or secondary acquisition by Employees Welfare Trust to the option grantees.
the trust or both;

m. The amount of loan to be provided for The Company had given Loan of ` 75,00,000 to the INOX Leisure Limited
implementation of the scheme(s) by the company – Employees Welfare Trust for implementing the Scheme. Amount of
to the trust, its tenure, utilization, repayment loan outstanding (repayable to company) as at the end of the year is
terms, etc.; ` 44,25,015.

n. Maximum percentage of secondary acquisition Not Applicable

(subject to limits specified under the regulations)
that can be made by the trust for the purposes of
the scheme(s);

o. A statement to the effect that the company shall The company shall conform to the accounting policies specified in the
conform to the accounting policies specified in SBEB Regulations.
regulation;

p. The method which the company shall use to Intrinsic Value Method, unless otherwise required by any applicable law
value its options or SARs; in future.

q. Declaration So long as the company opts for expensing of share based employee
benefits using the intrinsic value method, the difference between
the employee compensation cost so computed and the employee
compensation cost that shall have been recognized if it had used the fair
value of options, shall be disclosed in the Board's Report and the impact
of this difference on profits and on earnings per share (“EPS”) of the
company shall also be disclosed in the Board's Report.

43
Notice

In terms of provisions of Section 62(1) (b) and all other applicable provisions, if any, of the Companies Act, 2013, consent of the
Members is being sought by way of a Special Resolution as set out at Item No. 5 of this Notice.

A copy of the Scheme is available for inspection at the Company’s Registered Office of the Company located at ABS Towers, Old
Padra Road, Vadodara – 390 007 as well as Corporate Office of the Company situated at 5th Floor, Viraj Towers, Next to Andheri
Flyover, Western Express Highway, Andheri (East), Mumbai – 400093 from 9.00 AM to 6.00 PM on all working days (excluding
Saturdays, Sundays and Holidays) till the date of the Annual General Meeting.

None of the Directors and/or Key Managerial Personnel of the Company and/or their relatives are in any way concerned in the
aforesaid Special Resolution, except to the extent of their entitlements, if any, under the Scheme.

The Directors recommend the Resolution as stated at Item No. 5 of the Notice for approval of the Members by way of a Special
Resolution.
By order of the Board of Directors
For INOX Leisure Limited

Dhanraj Mulki
Place: Mumbai Vice President – Legal
Date: 8th August, 2016 & Company Secretary

Registered Office:
ABS Towers, Old Padra Road,
Vadodara – 390 007
 Annual Report
15
16
Route Map

Route Map the Venue of the Annual General Meeting

Indu
bha
i Pa
tel M
arg

Hotel Express
Residency
Vadodara
Railway Station

Realty G

RC Dutt Road

Shagun

45
Board’s Report

To the Members of
INOX LEISURE LIMITED

Your Directors take pleasure in presenting to you their Seventeenth Annual Report together with the Audited Financial
Statements for the Financial Year ended 31st March, 2016.

1. FINANCIAL RESULTS
(` in Lakh)
Particulars Consolidated Standalone
2015-16 2014-15 2015-16* 2014-15
Income
Net Sales / Income from Operations 1,28,530.65 97,212.44 1,28,530.64 90,936.51
Other operating Income 4737.94 4,468.85 4737.94 4,432.08
Total Income from Operations 1,33,268.59 1,01,681.29 1,33,268.58 95,368.59
Less: Total Expenses 1,22,306.23 96,987.79 1,22,298.78 90,444.11
Profit from operations before Other Income and 10,962.36 4693.50 10,969.80 4924.48
Finance Cost and Exceptional Items
Add: Other Income 432.46 826.51 432.44 1,104.55
Profit from operations after Other Income and before 11,394.82 5,520.01 11,402.24 6,029.03
Finance Cost and Exceptional Items
Less: Finance Cost 2,441.76 3,861.00 2,433.74 3,842.99
Profit from ordinary activities after Finance Cost but 8,953.06 1,659.01 8,968.50 2,186.04
before Exceptional Items
Add/(Less): Exceptional Items (496.02) (60.00) (496.02) (50.52)
Profit from ordinary activity before Taxation 8,457.04 1,599.01 8,472.48 2,135.52
Add/(Less): Provision for Taxation
• For the Year (3,096.37) (506.39) (3,096.37) (511.57)
• Earlier Years 2,388.33 911.19 2,388.33 852.51
Net Profit for the Year 7749.00 2,003.81 7,764.44 2,476.46
Profit brought forward form earlier Year/s 14,493.94 13002.69 14,965.92 13002.00
Less: Adjustment on account of carrying amount of fixed (512.56) - (512.56)
assets as at 1st April, 2014
Less: Adjustment on account of amalgamation (391.54) - (844.60) -
Balance Carried forward to Balance Sheet 21,851.40 14,493.94 21,885.76 14,965.90
* Includes figures of Satyam Cineplexes Limited on amalgamation (see para 5 below.)
During the year under review, 12 Multiplex Cinema Theatres with 51 screens were added and an agreement for 1 (One)
Multiplex Cinema Theatres with 3 Screens was discontinued.
Further, on merger of Satyam Cineplexes Limited with the Company (see para 5 below), 10 Multiplex Cinema Theatre with 41
screens and 9,789 seats were vested in the Company. Accordingly, the tally of Multiplex Cinema Theatres of your Company
stands at 107 Multiplexes with 420 screens and 108,931 seats as on 31st March, 2016.
Detailed analysis of the Financial Performance of the Company has been given in the Management Discussion and Analysis
annexed to this Report.

2. CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements prepared in accordance with the requirements of the Companies Act, 2013,
SEBI (Disclosure and Listing Obligations Requirements) Regulations, 2015 (Listing Regulations) and Accounting Standard
(AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27
on Financial Reporting of Interests in Joint Ventures for the Financial Year 2015-16 forms part of this Annual Report. The
Audited Standalone and Consolidated Financial Statements for the Financial Year 2015-16 shall be laid before the Annual
General Meeting for approval of the Members of the Company.
 Annual Report
15
16
Board’s Report

3. DIVIDEND
With a view to finance the Company’s ongoing projects and considering future expansion plans, no Dividend has been
recommended by the Board of Directors for the year ended 31st March, 2016.

4. DIRECTORS
Mr. Siddharth Jain (DIN: 00030202) retires by rotation and being eligible, offers himself for re-appointment.

Necessary resolution in respect of Director seeking re-appointment and his brief Resume pursuant to Regulation 36(3) of
the Listing Regulations are provided in the Notice of the Annual General Meeting forming part of this Annual Report.

5. MERGER OF SATYAM CINEPLEXES LIMITED, WHOLLY-OWNED SUBSIDIARY, WITH THE COMPANY

The Scheme of Amalgamation of Satyam Cineplexes Limited (“Satyam” or “Transferor Company”) with the Company
(“Scheme”) under the provisions of Sections 391 to 394 of the Companies Act, 1956 and other applicable provisions of
the Companies Act, 1956, has been sanctioned by the Hon’ble High Court of Delhi (“Court”) on 10th February 2016.
Consequent upon filing of the Order of the Hon’ble High Court of Delhi with the Registrar of Companies, Delhi and
Ahmedabad, the Scheme has become effective from 23rd March 2016. Accordingly, the merger of Satyam with the Company
in terms of the Scheme has become operative from the appointed date, being 8th August 2014 and the Transferor Company
now stands dissolved.

Satyam, being a wholly owned subsidiary of the Company, the entire paid-up capital of Satyam was held by the Company.
Pursuant to the Scheme, no shares have been issued by the Company on amalgamation and shares held by the Company in
Satyam have been cancelled and extinguished.

Pursuant to the accounting treatment as specified in the Scheme, (see note 30 of Notes to the standalone financial
statements), the amount of share capital of Satyam and investment held by the Company is adjusted against each other and
the Goodwill of ` 16479.13 Lakh, being excess of Company’s investment in Satyam over the net asset taken over, has been
adjusted against the Amalgamation Reserve, Reserves on Sale of Treasury Shares and General Reserves as per the Scheme.

6. NOMINATION & REMUNERATION POLICY

The Board of Directors of the Company has, on recommendation of the Compensation, Nomination & Remuneration
Committee, framed and adopted policy for selection and appointment of Directors, Key Managerial Personnel and their
remuneration. The Nomination & Remuneration Policy of the Company is annexed to this Report as Annexure A.

7. INDEPENDENT DIRECTORS
Pursuant to provision of Section 149(7) of the Act, all Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

8. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Details of Familiarization Programmes imparted to Independent Directors have been disclosed on the Website of the
Company. The same can be viewed at https://www.inoxmovies.com/Corporate.aspx?Section=3.

9. BOARD EVALUATION
All Independent Directors, at their Meeting held on 4th February, 2016, had evaluated performance of Non-Independent
Directors, Chairman of the Company and Board as a whole including Committees of Board, in accordance with evaluation
mechanism for performance approved at the said Meeting. Further, the Board of Directors at its Meeting held on
4th February, 2016 have evaluated performance of Independent Directors in accordance with the evaluation mechanism
for performance approved at the said Meeting. These evaluations were done as per the requirements laid down in Section
149 of the Act read with Schedule IV to the said Act and Regulations 17 (10) and 25 (3) of the Listing Regulations. The
performance of Directors was evaluated based on the parameters such as Qualifications, Experience, Personal attributes
like honesty and integrity, independence, professional skills, contribution to Board Meetings, etc. while the performance
of the Board and the Committees of the Board was evaluated based on the parameters such as policies and procedures
followed, qualification and experience of Board and Committee Members, composition of Board and the Committee,

47
Board’s Report

diversity on the Board, Board Meetings and Committee Meetings, Corporate Governance, etc. A structured questionnaire
covering the above areas of competencies was given to each Director. Feedback received from the Directors reflected
highly satisfactory performance.

10. MEETINGS OF THE BOARD
During the year, the Board met seven (7) times and details of Board Meetings held are given in the Corporate Governance
Report. The intervening gap between the two Meetings was within the time limit prescribed under Section 173 of the Act
read with Regulation 17 (2) of the Listing Regulations.

11. DIRECTOR’S 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 of the Act:
i. in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed and there are no
departures from the requirements of the Accounting Standards;
ii. the Directors had 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 the Company at the end of
the Financial Year and of the Profit of the Company for that period;
iii. the Directors had 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 had 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; and
vi. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

12. CHANGE IN KEY MANAGERIAL PERSONNEL OF THE COMPANY

Mr. Miket Shashikant Bahuva, Company Secretary & General Manager – Legal has resigned with effect from 7th August 2015
and Mr. Dhanraj Mulki was appointed as a Company Secretary and designated as a Key Managerial Person of the Company
with effect from 29th August 2015.

13. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED
Particulars of Loans given, Investments made, Guarantees given and Securities provided along with the purpose for which
the Loan or Guarantee or Security is proposed to be utilized by the Recipient are provided in the Standalone Financial
Statements of the Company. Please refer to Notes no. 15, 16, and 50 to the Standalone Financial Statements of the Company.

14. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All Contracts / Arrangements / Transactions entered by the Company during the year under review with Related Parties
are approved by the Audit Committee and/or Board, as per the provisions of Section 188 of the Act read with Rule 15 of
the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the Listing Regulations. During the
year under review, 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 Materiality of Related Party Transactions.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board
may be accessed on the Company’s Website at the link https://www.inoxmovies.com/Corporate.aspx?Section=3.

All transactions entered with Related Parties for the year under review were on arm’s length basis. Further, there are no
material related party transactions during the year under review with any Related Party. Hence, disclosure in Form AOC-2
is not required to be annexed to this Report.
 Annual Report
15
16
Board’s Report

15. DEPOSITS
The Company has not accepted any deposits covered under Chapter V of the Act.

16. SUBSIDIARY COMPANY INCLUDING JOINT VENTURE

The Company has following Subsidiary / Joint Ventures.
A. SHOURI PROPERTIES PRIVATE LIMITED
The Company is holding 99.29% Equity Shares of Shouri Properties Private Limited (SPPL). SPPL is engaged in the
business of operating a multiplex cinema theatre.
B. SWANSTON MULTIPLEX CINEMAS PRIVATE LIMITED
Swanston Multiplex Cinemas Private Limited (SMCPL) is a Joint-venture of the Company with Reliance Mediaworks
Limited (RML) where the Company and RML are holding 50% Equity Shares each of SMCPL.

During the year under review, Satyam Cineplexes Limited, wholly-owned subsidiary of the Company has ceased to be a
subsidiary on account of its merger with the Company as stated in Para 5 above.

The Report on the highlights of performance and financial position of each of the Subsidiary and Joint Venture Company of
the Company in Form no. AOC-1 pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013
and Rule 5 of Companies (Accounts) Rules, 2014 along with the contribution of the Subsidiary and Joint Venture Company
to overall performance of the Company during the year in terms of Rule 8 of Companies (Accounts) Rules, 2014 is annexed
to this Report as Annexure B.

The Audited Financial Statements of the Subsidiary Company are available on the Website of the Company and a copy will
be provided to the Shareholders on request as per the provisions of Section 136 of the Act.

17. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal controls commensurate with its size and nature of its business. The Board has
reviewed internal financial controls of the Company and the Audit Committee monitors the same in consultation with
Internal Auditors of the Company.

18. INDEPENDENT AUDITORS’ REPORT

There are no reservations, qualifications or adverse remarks in the Independent Auditor’s Report. The notes forming part of
the accounts are self-explanatory and do not call for any further clarifications under Section 134 (3) (f) of the Act. In respect
of observation made in the Independent Auditors’ Report at Point 10 of Annexure to Independent Auditor’s Report, the
Note 41 of the Notes to the Standalone Financial Statements for the year ended 31st March, 2016 is self-explanatory.

19. INDEPENDENT AUDITORS

Members are requested to ratify appointment of M/s. Patankar & Associates, Chartered Accountants (Firm Registration
No.: 107628W) as Independent Auditors of the Company from the conclusion of the 17th Annual General Meeting until
the conclusion of 18th Annual General Meeting and to fix, or authorise the Board to fix, their remuneration based on the
recommendation of the Audit Committee. M/s. Patankar & Associates, Chartered Accountants (Firm Registration No.:
107628W) have confirmed that their appointment, if ratified, will be in accordance with Section 139 of the Act read with
Rule 4 of the Companies (Audit and Auditors) Rules, 2014 and they satisfy criteria laid down in Section 141 of the Act.

20. COST AUDITORS

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not
required to include Cost Accounting Records in its books of accounts in respect of generation of electricity by Wind Mills
of the Company since the Wind Mills of the Company satisfy the criteria of Captive Generating Plant as defined in Rule 3 of
The Electricity Rules, 2005. Accordingly, the Company is not required to appoint Cost Auditor for Financial Year 2015 – 16.

21. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act read with Rule 9 of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s. Samdani Shah and Associates, a firm of Practising Company

49
Board’s Report

Secretaries to conduct Secretarial Audit of the Company. The Secretarial Audit Report given by M/s. Samdani Shah and
Associates in Form No. MR-3 is annexed to this Report at Annexure - C.

There is no qualification in the Secretarial Report submitted by M/s. Samdani Shah and Associates to the Company.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of the Listing
Regulations is presented in a separate Section forming part of this Annual Report.

23. CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) of the Listing Regulations, Corporate Governance Report and Auditors’ Certificate regarding
compliance of conditions of Corporate Governance is annexed with this report.

In compliance with the requirements of Regulation 17 (8) of the Listing Regulations, a Certificate from the Chief Executive
Officer and Chief Financial Officer of the Company was placed before the Board.

All the Board Members and Senior Management Personnel of the Company had affirmed compliance with the Code of
Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Chief Executive
Officer is enclosed as a part of the Corporate Governance Report.

24. EXTRACT OF ANNUAL RETURN

In terms of Section 92 (3) of the Act read with Rule 12 of the Companies (Management & Administration) Rules, 2014, the
extract of Annual Return as provided in Form No. MGT -9 is annexed to this Report at Annexure – D.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
Information in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo pursuant
to Section 134 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, in the manner prescribed is annexed
to this Report at Annexure – E.

26. EMPLOYEE STOCK OPTION SCHEME

During the year under review, no options were granted to Employees of the Company and no shares were allotted to the
employees of the Company. There are no changes in the Scheme and the Scheme is in compliance with the SEBI (Share
Based Employee Benefit) Regulations, 2014.

The disclosures as required under the SEBI (Share Based Employee Benefit) Regulations, 2014 has been disclosed on the
website of the Company and the same can be viewed at https://www.inoxmovies.com/Corporate.aspx?Section=3.

27. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197 (12) read with Rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report at Annexure - F.

In accordance with the provisions of Section 197 (12) of the Act, read with Rules 5 (2) and 5 (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the name and
other particulars of the employees drawing remuneration in excess of the limits set out in the aforesaid rule forms part of
this Report. However, in terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the
Members of the Company excluding information on employees’ particulars which is available for inspection by the Members
at the Registered Office of the Company during the business hours on working days of the Company up to the date of the
ensuing Annual General Meeting. If any Member is interested in obtaining such information may write to the Company
Secretary at the Registered Office of the Company.
 Annual Report
15
16
Board’s Report

28. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Act read with relevant Rules made thereunder, the Board of Directors at
its Meeting held on 27th May, 2014, has constituted a Corporate Social Responsibility Committee.

The report on CSR activities as per Companies (Corporate Social Responsibility) Rules, 2014 is annexed to this Report at
Annexure - G.

29. INSURANCE
The Company’s property and assets have been adequately insured.

30. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Policy on Prevention, Prohibition and Redressal of sexual harassment at the workplace in
line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The Company has formed Internal Complaints Committee to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

The following is the summary of sexual harassment complaints received and disposed off during the year 2015-16.
Number of complaints received 10
Number of complaints disposed off 10

31. RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures to
review key elements of risks viz. Regulatory and Legal, Competition and Financial involved and measures taken to ensure
that risk is controlled by means of a properly defined framework. In the Board’s view, there are no material risks, which may
threaten the existence of the Company. For further details, please refer to the Management Discussion and Analysis Report
forming part of this Annual Report.

32. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY
TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT
There are no material changes and commitments affecting the financial position of the Company which have occurred
between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE
There are no orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s
operations in future.

34. ACKNOWLEDGEMENT
Your Directors express their gratitude to all other external agencies for the assistance, co-operation and guidance received.
Your Directors place on record their deep sense of appreciation for the dedicated services rendered by the workforce of
the Company.

By Order of the Board of Directors

Date: Mumbai Pavan Jain

Place: 8th August, 2016 Chairman
(DIN: 00030098)

51
Board’s Report

ANNEXURE – A

Nomination and Remuneration Policy:

1. Preface:
a. The present Human Resource Policy of the Company considers human resources as its invaluable assets and has its
objective the payment of remuneration to all its employees appropriate to employees’ role and responsibilities and the
Company’s goals based on the performance of each of its employees in the Company.
b. This Nomination and Remuneration Policy (NR Policy) has been formulated, inter alia, for nomination and remuneration
of Directors, Key Managerial Personnel (KMP), Senior Management Personnel and other Employees of INOX Leisure
Limited (hereinafter referred to as the Company), in accordance with the requirements of the provisions of Section
178 of the Companies Act, 2013 and Listing Agreement.

2. Objectives of this Nomination and Remuneration Policy:

a. To lay down criteria for identifying persons who are qualified to become Directors and who may be appointed in
Senior Management of the Company in accordance with the criteria laid down by CNR Committee and recommend
to the Board their appointment and removal.
b. To lay down criteria to carry out evaluation of every Director’s performance.
c. To formulate criteria for determining qualification, positive attributes and Independence of a Director;
d. To determine the composition and level of remuneration, including reward linked with the performance, which is
reasonable and sufficient to attract, retain and motivate Directors, KMP, Senior Management Personnel & other
employees to work towards the long term growth and success of the Company.

3. Definitions:
a. “Board” means the Board of Directors of the Company.
b. “Directors” means the Directors of the Company.
c. “CNR Committee” means the Compensation, Nomination and Remuneration Committee of the Company as
constituted or reconstituted by the Board from time to time.
d. “Company” means INOX Leisure Limited.
e. “Key Managerial Personnel”(KMP) means
• Managing Director; or Chief Executive Officer; or Manager and in their absence, a Whole-time Director;
• Company Secretary;
• Chief Financial Officer
f. “Senior Management Personnel” means, the personnel of the Company who are members of its core management
team excluding Board of Directors and KMPs, comprising of all members of management on level below the Executive
Directors including the functional heads.
g. “Other employees” means, all the employees other than the Directors, KMPs and the Senior Management Personnel.

4. Nomination and Remuneration Policy

Nomination and Remuneration Policy is divided into three parts as follows:
I. Qualifications
Criteria for identifying persons who are qualified to be appointed as a Directors / KMP /Senior Management
Personnel of the Company:
a. Directors
Section 164 of the Companies Act, 2013 states disqualifications for appointment of any person to become Director
of any Company. Any person who in the opinion of the Board is not disqualified to become a Director, and in the
 Annual Report
15
16
Board’s Report

opinion of the Board, possesses the ability, integrity and relevant expertise and experience, can be appointed as
Director of the Company.

b. Independent Directors
For appointing any person as an Independent Director he/she should possess qualifications as mentioned in Rule 5
of The Companies (Appointment and Qualification of Directors) Rules, 2014.

c. Senior Management Personnel and KMP and Other Employees

The Company has an Organogram displaying positions of Senior Management including KMP and other positions
with the minimum qualifications and experience requirements for each positions which commensurate with the
size of its business and the nature and complexity of its operations. Any new recruit in the Company is to match
the requirements prescribed in the Organogram of the Company.

II. Remuneration
a. Structure of Remuneration for the Managing Director, Key Managerial Personnel and Senior
Management Personnel
The Managing Director, Key Managerial Personnel and Senior Management Personnel (other than Non-executive
Directors) receive Basic Salary and other Perquisites. The Perquisites include other allowances. The total salary
includes fixed and variable components.

The Company’s policy is that the total fixed salary should be fair and reasonable after taking into account the
following factors:
• The scope of duties, the role and nature of responsibilities
• The level of skill, knowledge and experience of individual
• Core performance requirements and expectations of individuals
• The Company’s performance and strategy
• Legal and industrial Obligations

The table below depicts the standard components of remuneration package

Fixed Component
Basic Salary Allowances Superannuation

b. Structure of Remuneration for Non-executive Director

Non-executive Directors are remunerated to recognize responsibilities, accountability and associated risks of
Directors. The total remuneration of Non-executive Directors may include all, or any combination of following
elements:
i. Fees for attending meeting of the Board of Directors as permissible under Section 197 of the Companies
Act, 2013 read with Rule 4 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014 and decided at the Meeting of the Board of Directors.
ii. Fees for attending meetings of Committees of the Board which remunerate Directors for additional work
on Board Committee as permissible under Section 197 of the Companies Act, 2013 read with Rule 4 of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and decided at the Meeting
of the Board of Directors.
iii. Commission on net profits as permissible under Section 197 of the Companies Act, 2013 and decided by the
Board from time to time to be payable to any of the Non-executive Director.
iv. Non-Executive Directors are entitled to be paid all traveling and other expenses they incur for attending
to the Company’s affairs, including attending and returning from General Meetings of the Company or
Meetings of the Board of Directors or Committee of Directors.
v. Remuneration by way of professional fees to the non-executive Directors who, in the opinion of the CNR
Committee, possesses the requisite qualifications for the practice of the profession, for providing professional
services to the Company.

53
Board’s Report

Any increase in the maximum aggregate remuneration payable beyond permissible limit under the Companies Act,
2013 shall be subject to the approval of the Shareholders’ at the Annual General Meeting by special resolution and/
or of the Central Government, as may be applicable.

c. Structure of Remuneration for Other Employees

The power to decide structure of remuneration for other employees has been delegated to HR Department of
the Company.

III. Evaluation
a. Criteria for evaluating Non-executive Board members:
Section 149 of the Companies Act, 2013 read with Schedule IV of the said Act states that the Independent
Directors shall at its separate meeting review performance of Non-independent Directors and the Board as a
whole and the performance evaluation of Independent Directors shall be done by the entire Board of Directors
excluding the Director being evaluated.

b. Criteria for evaluating performance of Key Managerial Personnel and Senior Management Personnel
Criteria for evaluating performance of KMP and Senior Management Personnel shall be as per the HR Guideline
on Performance Management System and Development Plan of the Company.

C. Criteria for evaluating performance of Other Employees

The power to decide criteria for evaluating performance of Other Employees has been delegated to HR
Department of the Company.

5. Communication of this Policy

For all Directors, a copy of this Policy shall be handed over within one month from the date of approval by the Board.
This Policy shall also be posted on the web-site of the Company and in the Annual Report of the Company.

6. Amendment
Any change in the Policy shall, on recommendation of CNR Committee, be approved by the Board of Directors of the
Company. The Board of Directors shall have the right to withdraw and / or amend any part of this Policy or the entire
Policy, at any time, as it deems fit, or from time to time, and the decision of the Board in this respect shall be final and
binding.

The Nomination and Remuneration Policy is placed on the website of the Company and web link is
https://www.inoxmovies.com/Corporate.aspx?Section=3.
 Annual Report
15
16
Board’s Report

ANNEXURE – B
Statement containing salient features of the financial statement of subsidiaries / associate companies/ joint ventures

Part A – Subsidiaries
(` in Lakh)
Particulars Name of Subsidiary Company

Shouri Properties Private Limited

The date of acquisition of subsidiary 24th November, 2014

Reporting period, if different from the holding Company Not Applicable

Reporting currency and exchange rate as on the last date of Not Applicable
the relevant Financial Year in case of foreign subsidiaries

Share Capital 141.00

Reserves and Surplus (71.44)

Total Assets 200.39

Total Liabilities 130.83

Investments Nil

Turnover 354.69

Profit /(Loss) before taxation (14.51)

Provision for taxation Nil

Profit / (Loss) after taxation (14.51)

Proposed Dividend Nil

% of Shareholding 99.29%

Name of subsidiaries which are yet to commence operations: Nil

Names of subsidiaries which have been liquidated or sold Satyam Cineplexes Limited has been merged with INOX
during the year: Leisure Limited. Refer Para 5 of the Boards’ Report for further
details.

55
Board’s Report

Part B – Associates and Joint Ventures

Statement related to Associate Companies and Joint Ventures
Sr. Particulars Swanston Multiplex Cinemas
No. Private Limited (SMCPL)
1 Latest Audited Balance Sheet date 31/03/2016
2 Date on which the Associate or Joint Venture was associated or acquired 1st April, 2012
3 Shares of Associates/Joint Ventures held by the Company on the year end
Number 10,15,000
Amount of investment in Associates/ Joint Venture ` 279.52 Lakh
Extent of holding % 50.00%
4 Description of how there is significant influence Company holds 50% Equity
Shares in SMCPL
5 Reason why the associate/joint venture is not consolidated Not Applicable
6 Net worth attributable to Shareholding as per latest balance sheet ` (5.83) Lakh
Profit/Loss for the year
Considered in consolidation ` (1.00) Lakh
Not considered in consolidation Nil
Not considered in consolidation Nil
Name of associates or joint ventures which are yet to commence operations Nil
Names of associates or joint ventures which have been liquidated or sold during Nil
the year

For Patankar & Associates For INOX Leisure Limited

Chartered Accountants

Sanjay Agrawal Siddharth Jain Deepak Asher Alok Tandon Upen Shah
Partner Director Director Chief Executive Officer Chief Finance Officer
Dhanraj Mulki
Vice President - Legal & Company Secretary
Place: Pune Place: Mumbai
Date: 8th August, 2016 Date: 8th August, 2016

Contribution of each of the subsidiary to the overall performance of the Company.

Name of Subsidiary Company/ Joint Venture Company
Particulars Subsidiary Company Joint Venture Company
Shouri Properties Private Limited Swanston Multiplex Cinemas Private
Limited (SMCPL)
Total Revenues contribution (%) Nil Nil
EBIDTA contribution (%) (0.03%) (0.01%)
Net Profit contribution (%) (0.19%) (0.01%)
Gross Block contribution (%) Nil Nil
Net Worth contribution (%) (0.05%) (0.01%)
 Annual Report
15
16
Board’s Report

ANNEXURE – C
Form MR-3
Secretarial Audit Report
for the Financial Year ended 31st March, 2016
[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,
The Members,
INOX Leisure Limited
5th Floor, Viraj Towers,
Andheri (East),
Mumbai - 400093.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by INOX Leisure Limited (hereinafter referred to as ‘the company’). Secretarial Audit was conducted in
a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our
opinion thereon.

Based on our verification of the Company’s Books, Papers, Minute Books, Forms and Returns filed and other records maintained
by the company and also the information provided by the company, its officers, agents and authorized representatives during
the conduct of Secretarial Audit, we hereby report that in our opinion, the company has, during the audit period covering the
Financial Year ended on March 31, 2016, complied with the statutory provisions listed hereunder and also that the company has
proper Board-Processes and Compliance-Mechanism in place to the extent, in the manner and subject to the reporting made
hereinafter:

We have examined the Books, Papers, Minute Books, Forms and Returns filed and other records maintained by the Company
for the Financial Year ended on March 31, 2016, according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made there under;
ii. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings;
v. The following Regulations and Guidelines prescribed under the securities and Exchange Board of India Act, 1992 (SEBI
Act):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992/2015;
(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulation, 1993
regarding the Companies Act and dealing with client.
(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
We further report that, there were no actions/events in pursuance of the following regulations requiring compliance thereof
by the company during the period of this report:-
(a) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(b) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
(c) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

57
Board’s Report

vi. Other sector specific laws as follows:-

(a) The Cinematograph Act, 1952;
(b) The Cinema Regulations Act as applicable in each state along with the necessary Rules;
(c) Entertainment Tax Laws as applicable in each state along with the necessary Rules.
We have also examined compliance with the applicable clauses/regulations of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India;
(ii) The Listing Agreement entered into by the Company with BSE Limited and National Stock Exchange of India Limited
and/or Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above.

We further report that the Board of directors of the company is duly constituted with proper balance of executive directors,
non-executive directors and independent directors. The changes in the composition of the Board of Directors that took place
during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all the Directors to schedule the Board Meetings, Agenda and detailed notes on Agenda were sent
at least seven days in advance and a system exists for seeking and obtaining further information and clarification on the Agenda
items before the meeting and for meaningful participation at the meeting.

As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimous and
no dissenting views have been recorded.

We further report that there are adequate systems and processes in the company commensurate with the size and operations
of the company to monitor and ensure compliance with all the applicable laws, rules, regulations and guidelines.

We further report that during the audit period there were no specific instances in pursuance of the above referred laws, rules,
regulations, guidelines, etc., having a major bearing on the Company’s affairs except amalgamation of Satyam Cineplexes Limited
(a wholly owned subsidiary) with the Company.

S. Samdani
Partner
Samdani Shah & Asso.
Company Secretaries
FCS No. 3677,
CP No. 2863

Vadodara,
18th April, 2016

This Report is to be read with our letter of even date which is annexed as Appendix A and forms an integral part of this report.
 Annual Report
15
16
Board’s Report

APPENDIX A

To,
The Members,
INOX Leisure Limited
5th Floor, Viraj Towers,
Andheri (East),
Mumbai - 400093.

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial records and compliance of the provisions of Corporate and other applicable laws, rules,
regulations, standards is the responsibility of the management of the company. Our examination was limited to the
verification and audit of procedures and records on test basis. Our responsibility is to express an opinion on these secretarial
records and compliances based on such verification and audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of secretarial records. The verification was done on test basis to ensure that correct facts are
reflected in secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our
opinion.

3. Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations
and happening of events etc.

4. The Secretarial Audit report is neither an assurance as to the future viability of the company nor the efficacy or effectiveness
with which the management has conducted the affairs of the company.

S. Samdani
Partner
Samdani Shah & Asso.
Company Secretaries
FCS No. 3677,
CP No. 2863

Vadodara,
18th April, 2016

59
Board’s Report

ANNEXURE – D

MGT – 9
Extract of Annual Return as on the Financial Year ended on 31st March, 2016
(Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the Companies
(Management and Administration) Rules, 2014

I. REGISTRATION AND OTHER DETAILS

i. Corporate Identification Number : L92199GJ1999PLC044045
ii. Registration Date : 9th November, 1999
iii. Name of the Company : INOX Leisure Limited
iv. Category/Sub-Category of the Company : Public Limited Company /Company Ltd. by Shares
v. Address of the Registered Office and : ABS Towers, Old Padra Road, Vadodara – 390 007, Gujarat
Contact Details Phone No.: 0265 6198 111
Fax No.: 0265 2310312
vi. Whether listed Company : Yes
vii. Name, Address and Contact Details of : Karvy Computershare Private Limited
Registrar and Share Transfer Agents, if any Karvy Selenium Tower No. B, Plot No. 31 - 32, Gachibowli, Financial
District Nanakramguda Hyderabad – 500 032
Phone No.: 040 6716 2222
Fax No.: 040 2300 1153

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more the total turnover of the company shall be stated:
Sr. Name and Description of main products/ NIC Code of the % to total turnover of the
No services Product / Service company
1 Operating Multiplex Cinema Theatres 59141 100.00%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. Name CIN/GIN Holding/ % of Applicable
No. subsidiary/ shares Section
associate held
1 Gujarat Fluorochemicals Limited L24110GJ1987PLC009362 Holding 48.09 2 (46)
Survey No. 16/3, 26 & 27, Ranjitnagar – 389
380, Taluka Ghoghamba, District Panchmahal,
Gujarat
2 Shouri Properties Private Limited U45201MH2002PTC134393 Subsidiary 99.29 2 (87)
Unit No. F1, 1st Floor, Shanti Nagar Co-
operative Industrial Estate Limited, Vakola,
Santacruz (East), Mumbai- 400055
3 Swanston Multiplex Cinemas Private Limited U92132MH2001PTC133639 Joint Venture 50.00 2 (6)
Viraj Towers, 9th Floor, Next to Andheri Company
Flyover, Western Express Highway, Andheri
(East), Mumbai – 400093
 I. Shareholding Pattern (Equity Share Capital Break up as a percentage of Total Equity)
i. Category-wise Shareholding
Sr. Category of Shareholders No of shares held at the beginning of the year No of shares held at the end of the year % change
No. (1st April, 2015) (31st March, 2016) during the
year
Particulars Demat Physical Total % of Total Demat Physical Total % of Total
Shares Shares
A. Promoters
1 Indian
Board’s Report

a) Individual /HUF 0 0 0 0.00 0 0 0 0.00 0.00

b) Central Govt. 0 0 0 0.00 0 0 0 0.00 0.00
c) State Govt. 0 0 0 0.00 0 0 0 0.00 0.00
d) Bodies Corp. 46973928 0 46973928 48.70 46973928 0 46973928 48.70 0.00
e) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00
f) Any Other 0 0 0 0.00 0 0 0 0.00 0.00
Sub Total (A) (1) 46973928 0 46973928 48.70 46973928 0 46973928 48.70 0.00
2. Foreign
a) NRIs – Individuals 0 0 0 0.00 0 0 0 0.00 0.00
b) Other – Individuals 0 0 0 0.00 0 0 0 0.00 0.00
c) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00
d) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00
e) Any Other 0 0 0 0.00 0 0 0 0.00 0.00
Sub Total (A) (2) 0 0 0 0.00 0 0 0 0.00 0.00
Total Shareholding of Promoter 46973928 0 46973928 48.70 46973928 0 46973928 48.70 0.00
(A)=A (1) + A (2)

B. Public Share Holding

1 Institutions
a) Mutual Funds /UTI 7203132 0 7203132 7.47 7663131 0 7663131 7.94 0.48
b) Financial Institutions / 96746 0 96746 0.10 41819 0 41819 0.04 (0.06)
Banks
c) Central Government / 0 0 0 0.00 0 0 0 0.00 0
State Government(s)
d Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0
e) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0
f) Foreign Institutional 19971394 0 19971394 20.70 22528638 0 22528638 23.36 2.65
Annual Report

Investors

61
16
15
Sr. Category of Shareholders No of shares held at the beginning of the year No of shares held at the end of the year % change
No. (01st April, 2015) (31st March, 2016) during the
year
Particulars Demat Physical Total % of Total Demat Physical Total % of Total
Shares Shares

g) Foreign Venture Capital 0 0 0 0.00 0 0 0 0.00 0

Investors
h) Qualified Foreign 0 0 0 0.00 0 0 0 0.00 0
Investor
Board’s Report

i) Others 0 0 0 0.00 0 0 0 0.00 0

Sub Total (B) (1) 27271272 0 27271272 28.27 30233588 0 30233588 31.34 3.07
2 Non Institutions
a) Bodies Corporate
i. Indian 4968111 0 4968111 5.15 2996733 0 2996733 3.11 (2.04)
ii. Overseas 0 0 0 0.00 0 0 0 0.00 0
b) Individuals
i. Individual shareholders 5645221 14236 5659457 5.87 5836644 7173 5843817 6.06 0.19
holding nominal share
capital upto ` 1 Lakh
ii. Individual shareholders 4795009 0 4795009 4.97 3735794 0 3735794 3.87 (1.10)
holding nominal share
capital in excess of ` 1
Lakh
c) Others
Clearing Members 89571 0 89571 0.09 92925 0 92925 0.10 0.00
Directors 1625445 0 1625445 1.69 1625445 0 1625445 1.69 0.00
Non Resident Indians 423452 0 423452 0.44 297004 0 297004 0.31 (0.13)
NBFC 0 0 0 0.00 12026 0 12026 0.01 0.01
Trusts 4356508 295001 4651509 4.82 4351493 295001 4646494 4.82 0
Sub Total B2 21903317 295001 22212554 23.03 18948064 302174 19250238 19.96 (3.07)
Total Public Shareholding 49174589 309237 49483826 51.30 49181652 302174 49483826 51.30 0.00
B=B(1) + B(2)

C. Shares held by Custodian for 0 0 0 0 0 0 0 0 0

GDRs & ADRs
Grand Total (A+B+C) 96148517 309237 96457754 100.00 96155580 302174 96457754 100.00 0.00
 Annual Report
15
16
Board’s Report

(ii) Shareholding of Promoters:

Sr. Shareholder’s Shareholding at the beginning of the year Shareholding at the end of the year
No. Name (1st April, 2015) (31st March, 2016)
No. of % of total % of Shares No. of % of total % of Shares % change in
Shares Shares of Pledged / Shares Shares of Pledged / shareholding
the encumbered to the encumbered to during
company total shares company total shares the year
1. Gujarat 46386467 48.09 0 46386467 48.09 0 0.00
Fluorochemicals
Limited
2. INOX Leasing and 587461 0.61 0 587461 0.61 0 0.00
Finance Limited
Total 46973928 48.70 0 46973928 48.70 0 0.00
(iii) Change in Promoters’ Shareholding (please specify, if there is no change):
There is no change in the Promoters’ Shareholding during Financial Year 2015-16.

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and
ADRs):
Sr. For Each of the Top Shareholding at the Date Increase/ Reason Cumulative
No. 10 Shareholders beginning of the year (Decrease) Shareholding during
(1st April, 2015)/ End of the in the year
Year (31st March, 2016) shareholding
No. of % of total No. of % of total
shares shares of the shares shares
Company of the
Company
1. Kuwait Investment 4563357 4.73 01/04/2015
Authority - Fund No. 208
10/04/2015 (611840) Sale 3951517 4.10
3951517 4.10 31/03/2016
2. Pavan Kumar Jain, 4350092 4.51% 01/04/2015 No Movement during the
Vivek Kumar Jain & year.
Deepak Asher -Trustee
of INOX Benefit Trust
4350092 4.51% 31/03/2016
3. Goldman Sachs India 4061915 4.21 01/04/2015
Fund Limited
05/06/2015 179635 Purchase 4241550 4.40
26/06/2015 74130 Purchase 4315680 4.47
30/06/2015 30000 Purchase 4345680 4.51
31/07/2015 228732 Purchase 4574412 4.74
4574412 4.74 31/03/2016
4. ICICI Prudential 3216623 3.33 01/04/2015
Growth Fund-Series 1
01/05/2015 3477 Purchase 3220100 3.34
08/05/2015 96523 Purchase 3316623 3.44
15/05/2015 (591992) Sale 2724631 2.82
31/07/2015 (12094) Sale 2712537 2.81
04/09/2015 (20284) Sale 2692253 2.79
11/09/2015 (48602) Sale 2643651 2.74

63
Board’s Report

Sr. For Each of the Top Shareholding at the Date Increase/ Reason Cumulative
No. 10 Shareholders beginning of the year (Decrease) Shareholding during
(1st April, 2015)/ End of the in the year
Year (31st March, 2016) shareholding
No. of % of total No. of % of total
shares shares of the shares shares
Company of the
Company
18/09/2015 (168611) Sale 2475040 2.57
25/09/2015 (53161) Sale 2421879 2.51
30/09/2015 (212144) Sale 2209735 2.29
02/10/2015 (46276) Sale 2163459 2.24
09/10/2015 (229474) Sale 1933985 2.01
23/10/2015 (35199) Sale 1898786 1.97
11/03/2016 (2170) Sale 1896616 1.97
1896616 1.97 31/03/2016
5. Macquarie Fund 2968417 3.08 01/04/2015
Solutions A/c
Macquarie Fund
Solutions - Macquarie
Asia New Stars Fund
19/06/2015 (200000) Sale 2768417 2.87
2768417 2.87 31/03/2016
6. Government Pension 2400000 2.49 01/04/2015 No Movement during
Fund Global the year.
2400000 2.49 31/03/2016
7. TATA trustee co. Ltd 2028500 2.10 01/04/2015
A/C TATA Mutual Fund
01/05/2015 77000 Purchase 2105500 2.18
15/05/2015 500000 Purchase 2605500 2.70
09/10/2015 100000 Purchase 2705500 2.80
25/12/2015 15000 Purchase 2720500 2.82
31/12/2015 50000 Purchase 2770500 2.87
22/01/2016 10000 Purchase 2780500 2.88
04/03/2016 (75000) Sale 2705500 2.80
2705500 2.80 31/03/2016
8. Aadi Financial Advisors 1436395 1.49 01/04/2015 No Movement during
LLP the year.
1436395 1.49 31/03/2016
9. Sundaram Mutual Fund 1256185 1.30 01/04/2015
A/c
15/05/2015 66452 Purchase 1322637 1.37
22/05/2015 25000 Purchase 1347637 1.40
24/07/2015 166441 Purchase 1514078 1.57
24/07/2015 (166441) Sale 1347637 1.40
11/12/2015 (2973) Sale 1344664 1.39
08/01/2016 (21039) Sale 1323625 1.37
15/01/2016 (13257) Sale 1310368 1.36
31/03/2016 (45124) Sale 1265244 1.31
 Annual Report
15
16
Board’s Report

Sr. For Each of the Top Shareholding at the Date Increase/ Reason Cumulative
No. 10 Shareholders beginning of the year (Decrease) Shareholding during
(1st April, 2015)/ End of the in the year
Year (31st March, 2016) shareholding
No. of % of total No. of % of total
shares shares of the shares shares
Company of the
Company
1265244 1.31 31/03/2016
10. Morgan Stanley SICAV 1163326 1.21 01/04/2015
(Mauritius) Limited
10/04/2015 (249424) Sale 913902 0.95
29/05/2015 76192 Purchase 990094 1.03
05/06/2015 19889 Purchase 1009983 1.05
14/08/2015 (7861) Sale 1002122 1.04
21/08/2015 (20223) Sale 981899 1.02
28/08/2015 48382 Purchase 1030281 1.07
16/10/2015 158810 Purchase 1189091 1.23
30/10/2015 97186 Purchase 1286277 1.33
06/11/2015 49323 Purchase 1335600 1.38
13/11/2015 82065 Purchase 1417665 1.47
20/11/2015 15071 Purchase 1432736 1.49
04/12/2015 53313 Purchase 1486049 1.54
11/12/2015 82127 Purchase 1568176 1.63
1568176 1.63 31/03/2016
11. MACQUARIE 1148975 1.19 01/04/2015
Unit Trust Series-
Macquarie Asia New
Stars Fund
19/06/2015 200000 Purchase 1348975 1.40

1348975 1.40 31/03/2016

12. Kamal Shyamsunder 1000200 1.04 01/04/2015 No Movement during

Kabra the year.
1000200 1.04 31/03/2016
13. HSBC Bank (Mauritius) 896918 0.93 01/04/2015
Limited
10/04/2015 28802 Purchase 925720 0.96
08/05/2015 180000 Purchase 1105720 1.15
12/06/2015 200000 Purchase 1305720 1.35
24/07/2015 267 Purchase 1305987 1.35
28/08/2015 58930 Purchase 1364917 1.42
04/09/2015 12566 Purchase 1377483 1.43
23/10/2015 (1377483) Sale 0 0.00
0 0.00 31/03/2016
14. Reliance Capital 611990 0.63 01/04/2015
Trustee Co Ltd.
10/04/2015 1068032 Purchase 1680022 1.74
17/04/2015 311222 Purchase 1991244 2.06

65
Board’s Report

Sr. For Each of the Top Shareholding at the Date Increase/ Reason Cumulative
No. 10 Shareholders beginning of the year (Decrease) Shareholding during
(1st April, 2015)/ End of the in the year
Year (31st March, 2016) shareholding
No. of % of total No. of % of total
shares shares of the shares shares
Company of the
Company
17/04/2015 (311222) Sale 1680022 1.74
15/05/2015 7210 Purchase 1687232 1.75
22/05/2015 93000 Purchase 1780232 1.85
12/06/2015 40000 Purchase 1820232 1.89
03/07/2015 31600 Purchase 1851832 1.92
17/07/2015 131721 Purchase 1983553 2.06
24/07/2015 16172 Purchase 1999725 2.07
30/10/2015 (40000) Sale 1959725 2.03
04/12/2015 (100978) Sale 1858747 1.93
22/01/2016 25000 Purchase 1883747 1.95
05/02/2016 (90000) Sale 1793747 1.86
19/02/2016 25000 Purchase 1818747 1.89
11/03/2016 (40000) Sale 1778747 1.84
18/03/2016 (10000) Sale 1768747 1.83
1768747 1.83 31/03/2016
15. Devansh Jain 600000 0.62 01/04/2015 No Movement during
600000 0.62 31/03/2016 the year.

(v) Shareholding of Directors and Key Managerial Personnel:

Sr. For Each of Shareholding at the Date Increase/ Reason Cumulative Shareholding
No. the Directors beginning of the year (Decrease) during the year
and KMP (1st April, 2015)/ in shareholding
End of the Year
(31st March, 2016)
No. of % of total No. of % of total
shares shares of the shares shares of the
company company
Directors
1 Mr. Pavan 350,000 0.36 01/04/2015 No Movement during
Kumar Jain the year.
350,000 0.36 31/03/2016
2 Mr. Vivek 6,50,445 0.67 01/04/2015 No Movement during
Kumar Jain the year.
6,50,445 0.67 31/03/2016
3 Mr. Siddharth 6,00,000 0.62 01/04/2015 No Movement during
Jain the year.
6,00,000 0.62 31/03/2016
4 Mr. Deepak 25,000 0.03 01/04/2015 No Movement during
Asher the year.
25,000 0.03 31/03/2016
 Annual Report
15
16
Board’s Report

Sr. For Each of Shareholding at the Date Increase/ Reason Cumulative Shareholding
No. the Directors beginning of the year (Decrease) during the year
and KMP (1st April, 2015)/ in shareholding
End of the Year
(31st March, 2016)
No. of % of total No. of % of total
shares shares of the shares shares of the
company company

5 Mr. Haigreve 0 0.00 01/04/2015 No Movement during

Khaitan the year.
31/03/2016

6 Mr. Amit Jatia 0 0.00 01/04/2015 No Movement during

the year.
31/03/2016

7 Mr. Kishore 0 0.00 01/04/2015 No Movement during

Biyani the year.
31/03/2016

8 Ms. Girija 0 0.00 01/04/2015 No Movement during

Balakrishnan the year.
31/03/2016

KMP
1 Mr. Alok 28,236 0.03 01/04/2015 No Movement during
Tandon, Chief the year.
Executive
Officer
28,236 0.03 31/03/2016
2 Mr. Upen Shah, 225 0.00 01/04/2015 No Movement during
Chief Finance the year.
Officer
225 0.00 31/03/2016
3 Mr. Miket 1 0.00 01/04/2015 No Movement during
Shashikant the year.
Bahuva – CS
and General
Manager –
Legal*
1 0.00 7/8/2015*

4 Mr. Dhanraj 40 0.00 29/08/2015# No Movement during

Mulki – CS and the year.
Vice President
– Legal #

40 0.00 31/03/2016
* Mr. Miket Shashikant Bahuva has resigned as a Company Secretary with effect from 7th August, 2015.
# Mr. Dhanraj Mulki has been appointed as a Company Secretary and has been designated as a Key Managerial Person with effect from
29th August, 2015.

67
Board’s Report

V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
(` in Lakh)
Secured Loans Unsecured Deposits Total
excluding deposits Loans Indebtedness
Indebtedness at the beginning of the
Financial Year
i. Principal Amount 7,810.18 16,249.00 Nil 24,059.18
ii. Interest due but not paid 65.70 -- -- 65.70
iii. Interest accrued but not due -- -- -- --
Total (i+ii+iii) 7,875.88 16,249.00 Nil 24,124.88
Change in Indebtedness during the Financial
Year
• Addition 5,282.06 5,804.95 Nil 11,087.01
• Reduction (2,664.25) (5,804.95) (8,469.20)
Net Change 2,617.81 Nil Nil 2617.81
Indebtedness at the end of the Financial Year
i. Principal Amount
ii. Interest due but not paid 10,455.20 16,249.00 Nil 26,704.20
iii. Interest accrued but not due 38.48 -- -- 38.48
--- --- -- --
Total (i+ii+iii) 10,493.68 16,249.00 Nil 26,742.68

VI. Remuneration of Directors and Key Managerial Personnel

A. Remuneration to Managing Director, Whole-time Directors and/or Manager
Sr. No. Particulars of Remuneration Name of MD / WTD / Manager
1. Gross salary -
(a) Salary as per provisions contained in section 17(1) of the Income-
tax Act 1961
(b) Value of perquisites u/s17(2) Income-tax Act, 1961 -
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 -
2. Stock Option -
3. Sweat Equity -
4. Commission -
- as % of profit
- Others, specify…
5. Others, please specify -
Total (A) -
Ceiling as per the Act -
 Annual Report
15
16
Board’s Report

B. Remuneration to Other Directors

(` in Lakh)
Sr. Particulars of Remuneration Name of Directors Total
No. Amount
1 Independent Directors Mr. Haigreve Mr. Amit Mr. Kishore Ms. Girija
Khaitan Jatia Biyani Balakrishnan
Fee for attending Board/ 2.80 2.00 2.60 1.60 9.00
Committee Meetings
Commission 0 0 0 0 0
Others 0 0 0 0 0
Total (1) 2.80 2.00 2.60 1.60 9.00
2 Other Non-Executive Directors Mr. Pavan Jain Mr. Vivek Mr. Deepak Mr. Siddharth -
Jain Asher Jain
Fee for attending Board/ 1.40 1.00 2.80 1.20 6.40
Committee Meetings
Commission 0 0 0 0 0
Others (Professional Fees) 0 0 30.00 0 30.00
Total (2) 1.40 1.00 32.80 1.20 36.40
Total of B = (1+2) 45.40
Total Managerial Remuneration (A+B) 45.40
Overall Ceiling as per the Act 267.39

c. Remuneration to Key Managerial Personnel (KMP) other than MD/ Manager/WTD

(` in Lakh)
Sr. Particulars of Key Managerial Personnel
No. Remuneration
CEO Company CFO Total
Secretary*
1. Gross salary
(a) Salary as per provisions contained in 88.58 24.77 53.49 166.84
section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s Nil Nil Nil Nil
17(2) Income-tax Act, 1961
(c) Profits in lieu of salary under section Nil Nil Nil Nil
17(3) Income-tax
Act, 1961
2. Stock Option Nil Nil Nil Nil
3. Sweat Equity Nil Nil Nil Nil
4. Commission Nil Nil Nil Nil
- as % of profit
- others, specify…
5. Others, please specify (Employer’s 5.38 1.62 2.81 9.81
Contribution to Provident Fund)
Total 93.96 26.39 56.30 176.65
* Mr. Dhanraj Mulki has been appointed as a Company Secretary and has been designated as a Key Managerial Person with effect from
29th August, 2015.
The Remuneration paid to Mr. Miket Shashikant Bahuva, erstwhile Company Secretary of the Company, for the period from
1st April, 2015 to 7th August, 2015 was ` 4.59 Lakh.

69
Board’s Report

VI. Penalties /Punishments / Compounding of Offences

Type Section of the Brief Description Details of Penalty Authority [RD / Appeal made,
Companies Act / Punishment / NCLT / Court] if any (give
Compounding fees details)
imposed
A. Company
Penalty
Punishment
Compounding

B. Directors
Penalty
Nil
Punishment
Compounding

C. Other Officers in default

Penalty
Punishment
Compounding
 Annual Report
15
16
Board’s Report

ANNEXURE – E

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO
Pursuant to Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, the Company
has taken the following energy conservation measures:
yy LED Retrofitting has been done at 6 properties across Maharashtra (Pune Bundgarden, Pune FNS, Pune Amanora, Thane,
Ghatkopar Neelyog and Dahisar).
yy The Company has installed the Harmonic Filters in main power supply at Pune and Chennai to reduce the Electronic
Harmonic Distortions which will give clean power to equipment & will result in reduction of electricity consumption.
yy Auto Voltage Regulator (AVR) is installed at Pune & Lucknow which is maintaining constant Voltage in the said unit irrespective
of any voltage fluctuation from the electricity board. In effect the rate of failure of bulbs, tubes and other components has
been reduced considerably.
yy Power factor is being maintained with the use of capacitor banks and auto power factor correction meter. These banks
are used to neutralize the inductive current by providing capacitive current. As a result, the power factor improves and
the Company gets rebate as may be applicable on energy bills from electricity distribution companies. The overall current
consumption from the equipment has also reduced which leads to increase life cycle of the equipments like Motors and
Heaters.
yy All multiplexes have implemented Planned Preventive Maintenance (PPM) program where the schedule for all the
engineering and projection equipments are chalked out in advance with the PPM chart. A benefit of the PPM program is to
improve the efficiency of the machines and minimizing breakdowns. As a part of PPM program the air conditioning system
gets overhauled and chemical dosing is used to recover the loss of ageing plus wear and tear. As a result, the electrical
current required for getting the desired result has reduced.
yy The operation timing of HVAC (Heat Ventilation and Air Conditioning) system and temperature is controlled with the help
of Building Management System software (BMS) at some of the units of the Company.
yy Eco-friendly source of electricity generated by the wind mill for the multiplex at Vadodara, Anand and Bharuch is used
partially.
yy Eco-friendly source of electricity generated through Mini hydro power plant for the Multiplex at Vijayawada is used partially.
yy Timers are being used to optimize the operational hours of lighting including other load within the premises. We have
started energy conservation meeting for all the units so as to create awareness about the energy conservation. The units like
Vijayawada, Lucknow, Hyderabad, Thane, Malleshwaram (Bangalore), Rajarhat, Central Mall (Indore) have installed these
Timers for common area lightings and Signages. Digital Timers are also installed for the AHU (Air Handling Units) which can
precisely control the operation hours of AHU according to the schedule of the movies. Same process is being standardized
for all upcoming multiplexes.
yy The Company has successfully installed Variable Frequency Drive (VFD) for Audi AHU motors in most of the Multiplexes.
This helps us to control the speed of Aircon motor as per the temperature and the occupancy. It helps to optimize energy
consumption for Air conditioning system.
yy Introduced movement sensor in toilets and back-office areas. This sensor functions upon the physical movement which
helps to reduce electrical energy. This is being standardized for all upcoming multiplexes.

The Company continues to use the latest technology for giving high quality movie viewing experience to its valued guests.

The foreign exchange earnings and outgo is as follows:

(` in Lakh)
Current Year Previous Year
(a) Foreign exchange earnings Nil Nil
(b) Foreign exchange outgo
- CIF value of Capital Goods imported 459.92 40.79
- CIF Value of materials purchased 441.03 261.11
- Travelling expenses 39.50 30.49
- Interest on deferred credit 68.10 182.54
Total 1,008.55 514.93

71
Board’s Report

ANNEXURE – F

(i) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer
and Company Secretary during the Financial Year 2015-16, ratio of the remuneration of each Director to the
median remuneration of the employees of the Company for the Financial Year 2015-16 and the comparison of
remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. Name of Director / KMP and Designation Remuneration of % increase in Ratio of

No. Director / KMP for remuneration in Remuneration of
FY 2015-16 the Financial Year each Director to
(` In Lakh) 2015-16 median
remuneration of
employees

1. Mr. Pavan Jain, Chairman &

* * *
Non-executive Director

2. Mr. Vivek Jain, Non-executive Director * * *

3. Mr. Deepak Asher, Non-executive Director # 30.00 Not Applicable 10.06:1

4. Mr. Siddharth Jain, Non-executive Director * * *

5. Mr. Haigreve Khaitan, Independent Director * * *

6. Mr. Amit Jatia, Independent Director * * *

7. Mr. Kishore Biyani, Independent Director * * *

8. Ms. Girija Balakrishnan, Independent Director * * *

9. Mr. Alok Tandon, Chief Executive Officer 93.96 5%

10. Mr. Upen Shah, Chief Finance Officer 56.30 5%

Not Applicable
11. Mr. Miket S. Bahuva, Company Secretary $ 4.59 -

12. Mr. Dhanraj Mulki, Company Secretary $ 26.39 -

* For this purpose, Sitting Fees paid to the Director have not been considered as Remuneration.

# Mr. Deepak Asher is being paid Professional Fees of ` 30.00 Lakh p.a. with effect from 1st April 2014 for his professional services for strategic
business planning, formulation and implementation of various growth strategies for the Company as well as financial planning and management
of the Company.

$ Mr. Miket Shashikant Bahuva has resigned as a Company Secretary with effect from 7th August 2015 and Mr. Dhanraj Mulki has been appointed
as a Company Secretary & Vice President – Legal and has been designated as a Key Managerial Person with effect from 29th August 2015
 Annual Report
15
16
Board’s Report

(ii) Percentage increase in the median remuneration of employees in the Financial Year is 4%.

(iii) The number of permanent employees on the rolls of company as on 31st March, 2016 was 1829.

(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel
in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and
justification thereof and point out if there are any exceptional circumstances for increase in the managerial
remuneration;

Average percentile increase in the salaries of employees other than the managerial personnel in the last Financial Year is 4%
and percentile increase in the managerial remuneration is 5%.

(v) Affirmation that the remuneration is as per the remuneration policy of the company.
The Company affirms that the remuneration is as per the Nomination and Remuneration policy of the Company.
In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members of the
Company excluding information on employees’ particulars required to be provided in accordance with the provisions of
Section 197 (12) of the Act, read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended. This statement is available for inspection by the Members at the Registered Office of
the Company during the business hours on working days of the Company up to the date of the ensuing Annual General
Meeting. If any Member is interested in obtaining such information may write to the Company Secretary at the Registered
Office of the Company.

73
Board’s Report

ANNEXURE – G

Report on CSR Activities of the Company as per Companies (Corporate Social Responsibility Policy Rules, 2014

Sr. Particulars Compliance

No.
1. A brief outline of CSR Policy including outline CSR Policy adopted by the Company includes all the activities which
of company’s CSR Policy, including overview of are prescribed under Schedule VII of the Companies Act, 2013.
projects or programs proposed to be undertaken The CSR Policy of the Company can be viewed on website of the
and a reference to the web-link to the CSR Policy Company at
and project or programs https://www.inoxmovies.com/Corporate.aspx?Section=3
2. The Composition of CSR Committee Mr. Haigreve Khaitan, Independent Director
Mr. Pavan Jain, Non-Independent Director
Mr. Deepak Asher, Non-Independent Director
3. Average net profit of the Company for last three ` 3401.30 Lakh
Financial Years
4. Prescribed CSR Expenditure (2% of the amount as ` 68.03 Lakh
in item 3 above.)
5. Details of CSR spent during the Financial Year
a. Total amount to be spent for the Financial Year ` 68.03 Lakh
b. Amount unspent, if any ` 63.03 Lakh
c. Manner in which the amount spent during
Financial Year is detailed below
(1) (2) (3) (4) (5) (6) (7) (8)
Sr. CSR project Sector in Projects or Amount Amount spent Cumulative Amount
No. or activity which the programs (1) outlay on the projects expenditure spent Direct
identified project is Local area or (2) (budget or programs upto the or through
covered – Specify the State project or sub-heads reporting implementing
Schedule VII and District programs (1) Direct period agency
where projects wise) expenditure
or programs on projects or
were undertaken programs
(2) Overheads
(` in Lakh)
1. Contribution NA Expenditure 5.00 5.00 5.00 Through
to INOX on CSR build INOX Group
Group CSR capacity through CSR Trust
Trust implementing
agency
6. In case the Company has failed to spend the two The Company is obtaining advisory services for identification of
percent of the average net profit of last three CSR Projects for its CSR activities and will spend the amount on
Financial Years or any part thereof, the company shall identification of CSR Projects.
provide reasons for not spending the amount in its
Board Report.
7. A responsibility statement of the CSR committee that The implementation and monitoring of CSR Policy is in compliance
the implementation and monitoring of CSR Policy is with CSR objectives and Policy of the Company.
in compliance with CSR objectives and Policy of the
Company.
Sd/- Sd/-
Alok Tandon Mr. Haigreve Khaitan
Chief Executive Officer Chairman - CSR Committee

Mumbai Mumbai
8th August, 2016 8th August, 2016
 Annual Report
15
16
Board’s Report

AUDITOR'S CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

To the Members of INOX Leisure Limited

We have examined the compliance of conditions of Corporate Governance by INOX Leisure Limited, for the Financial Year ended
on 31st March 2016, as stipulated in Clause E of Schedule V of the Securities and Exchange Board of India (Listing obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations).

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited
to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the
Corporate Governance. It is neither an audit nor an expression of opinion on the Financial Statements of the company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has
complied with the conditions of Corporate Governance as stipulated in the Listing Regulations in all material respect.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the Management has conducted the affairs of the Company.

For and on behalf of

Patankar & Associates
Chartered Accountants
Firm Registration no 107628W

S.S. Agrawal
Place: Pune Membership No 049051
Date: 8th August, 2016 Partner

75
Corporate Governance Report

In compliance with Regulation 34 (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as Listing Regulations), INOX Leisure Limited (“the Company”) is pleased to
submit this report on the matters mentioned in the Para C of Schedule V of the Listing Regulations and the practices followed
by the Company in this regard.

1. A BRIEF STATEMENT ON THE COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE:

Corporate Governance is the system by which Companies are directed and controlled by the Management in the best interest
of the Shareholders and others, ensuring greater transparency as well as better and timely financial reporting. Corporate
Governance, therefore, generates long term economic value for its Stakeholders.

INOX Leisure Limited believes that the implementation of Corporate Governance principles generates public confidence in the
corporate system. With this belief, the Company has initiated significant measures for compliance with Corporate Governance.

2. BOARD OF DIRECTORS:
(a) Composition and Category of Directors
As at the end of the Financial Year on 31st March, 2016, the Board consisted of Eight Directors and all of them are Non-
Executive Directors having considerable experience in their respective fields. The Board of Directors consisted of 4 Non-
Independent Directors and 4 Independent Directors, including one woman Director.

(b) Number of Meetings of the Board of Directors held with the dates, attendance of each Director at the Meeting
of the Board of Directors and the last Annual General Meeting, disclosure of relationships between Directors
inter-se and Number of Shares and Convertible Instrument held by Non- Executive Directors
During the Financial Year 2015-16, the Board met 7 (Seven) times on following dates namely, 14th May, 2015, 25th May, 2015,
17th July, 2015, 29th August, 2015, 23rd October, 2015, 4th February, 2016 and 1st March, 2016.

The following table gives details of Directors, details of attendance of Directors at Board Meetings, at the Annual General
Meeting, Number of Memberships held by the Directors in the Board / Committees of various Companies and Number of
Shares held by non-executive Directors as on 31st March, 2016.

Name of Category of Director Number Whether Relationship Number of

Director of Board attended last between Directors Shares held by
meetings Annual General inter-se Non-Executive
attended Meeting Directors
Mr. Pavan Jain Chairman, Non-Executive 7 No Brother of Mr. Vivek 350,000
– non Independent Jain and father of
Mr. Siddharth Jain
Mr. Vivek Jain Non-Executive – non 5 No Brother of Mr. Pavan 650,445
Independent Jain
Mr. Deepak Asher Non-Executive – non 7 Yes Not related to any 25,000
Independent Director
Mr. Siddharth Jain Non-Executive – non 6 No Son of Mr. Pavan Jain 600,000
Independent
Mr. Haigreve Non-Executive - 6 Yes Not related to any 0
Khaitan Independent Director
Mr. Amit Jatia Non-Executive - 5 No Not related to any 0
Independent Director
Mr. Kishore Biyani Non-Executive - 7 No Not related to any 0
Independent Director
Ms. Girija Non-Executive - 6 Yes Not related to any 0
Balakrishnan Independent Director
 Annual Report
15
16
Corporate Governance Report

The Company has not issued any Convertible Instruments and hence, the details in respect of such Convertible Instruments held
by Non-Executive Directors are not provided.

Mr. Pavan Jain, Mr. Vivek Jain and Mr. Deepak Asher jointly as a trustee of INOX Benefit Trust holds 43,50,092 equity shares.

Mr. Pavan Jain as a trustee of “INOX Leisure Limited- Employees Welfare Trust” (ESOP Trust) holds 295,001 equity shares.

(c) Number of Directorships and Committees Membership / Chairmanship:

Name of Director Category of Director Number of other Directorships /

Committee Memberships / Chairmanships
Other Committee(*)
Directorship# Membership of Chairpersonship of
Public Limited Listed Companies
Companies
Mr. Pavan Jain Chairman, Non-Executive – 8 4 1
non Independent
Mr. Vivek Jain Non-Executive – non 10 2 0
Independent
Mr. Deepak Asher Non-Executive – non 7 9 0
Independent
Mr. Siddharth Jain Non-Executive – non 8 3 0
Independent
Mr. Haigreve Khaitan Non-Executive - Independent 10 9 2
Mr. Amit Jatia Non-Executive - Independent 11 3 0
Mr. Kishore Biyani Non-Executive - Independent 7 3 1
Ms. Girija Non-Executive - Independent 1 0 0
Balakrishnan

*Committee means Audit Committee and Stakeholders’ Relationship Committee as per Regulation 26 of the Listing Regulations.
# Other Directorship excludes Directorship of Foreign Companies and Companies registered under Section 25 of the Companies Act, 1956
now Section 8 of the Companies Act, 2013.

None of the Directors are Directors in more than 10 Public Limited Companies or act as an Independent Director in more than
7 Listed Companies. Further, none of the Directors act as a Member of more than 10 Committees or act as a Chairman of more
than 5 Committees across all Public Limited Listed Companies.

(d) Web link of Familiarization Programmes imparted to Independent Directors

Details of Familiarization Programmes imparted to Independent Directors have been disclosed on the Website of the
company. The same can be viewed at https://www.inoxmovies.com/Corporate.aspx?Section=3.

(e) INDEPENDENT DIRECTORS

Separate Meeting of Independent Directors:
As stipulated under Section 149 of the Companies Act, 2013 read with Schedule IV pertaining to the Code of Independent
Directors and the Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on
4th February, 2016 with the following agenda:
• to review performance of Non-Independent Directors and the Board as a whole,
• to review the performance of the Chairperson of the Company, taking into account the views of the Executive and
Non-Executive Directors of the Company and
• to assess the quality, quantity and timeliness of flow of information between the Company Management and the Board
that is necessary for the Board to effectively and reasonably perform their duties.

77
Corporate Governance Report

3. AUDIT COMMITTEE
(a) Terms of Reference of the Audit Committee:
The Role and the Terms of Reference of Audit Committee were redefined at the Meeting of the Board of Directors held
on 27th May, 2014 which are in accordance with the requirements of Section 177 of the Companies Act, 2013 read with
relevant Rules made thereunder and Regulation 18 of the Listing Regulations read with part C of Schedule II of the Listing
Regulations.

The brief description of Terms of Reference of Audit Committee is given below:
1. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the
financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to
the board for approval, with particular reference to:
a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in
terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013
b. Changes, if any, in accounting policies and practices and reasons for the same
c. Major accounting entries involving estimates based on the exercise of judgment by management
d. Significant adjustments made in the financial statements arising out of audit findings
e. Compliance with listing and other legal requirements relating to financial statements
f. Disclosure of any related party transactions
g. Qualifications in the draft audit report
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer
document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of
proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this
matter;
7. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the Company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the Company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal
audit;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
 Annual Report
15
16
Corporate Governance Report

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-
audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in
case of non-payment of declared dividends) and creditors;
18. To review the functioning of the Whistle Blower mechanism;
19. Approval of appointment of CFO (i.e., the Whole-time Finance Director or any other person heading the finance
function or discharging that function) after assessing the qualifications, experience and background, etc. of the
candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
(b) Composition, Name of Members, Chairperson, Meetings & Attendance during the year:
The Audit Committee comprises of Four Directors with Mr. Haigreve Khaitan as the Chairman of the Committee. The
composition of Audit Committee is in compliance of Section 177 of the Companies Act, 2013 read with relevant Rules made
thereunder and Regulation 18 of the Listing Regulations.

During the Financial Year 2015-16, the Audit Committee met 5 (Five) times on the following dates, namely, 14th May, 2015,
25th May, 2015, 17th July, 2015, 23rd October, 2015 and 4th February, 2016.

The details of composition of Audit Committee and the Meetings attended by the Directors are given below:

Name of the Director Position Number of Meetings Attended

Mr. Haigreve Khaitan, Independent Director Chairman 5
Mr. Deepak Asher, Non-Independent Director Member 5
Mr. Amit Jatia, Independent Director Member 3
Mr. Kishore Biyani, Independent Director Member 5

Mr. Haigreve Khaitan, Chairman of the Audit Committee had attended the previous Annual General Meeting of the Company
held on 28th September, 2015.

4. COMPENSATION, NOMINATION & REMUNERATION COMMITTEE

(a) Brief description of Terms of Reference:
The Terms of Reference of Compensation, Nomination and Remuneration Committee were defined at the Meeting of the
Board of Directors held on 27th May, 2014 which are in accordance with the requirements of Section 178 of the Companies
Act, 2013 read with relevant Rules made thereunder and Regulation 19 of the Listing Regulations read with part D of
Schedule II of the Listing Regulations.

The brief description of Terms of Reference is given below:

a) Implementation, administration and superintendence of the ESOP Scheme and formulate the detailed Terms &
Conditions of the ESOP Scheme.
b) To frame suitable policies and system to ensure that there is no violation of SEBI (Insider Trading) Regulations, 1992
and SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 1995 by
any employee.
c) To exercise roles, powers and duties as vested under Schedule V to the Companies Act, 2013 and Listing Regulations
and to take decisions about remuneration payable to managerial personnel from time to time.
d) Lay down the Criteria for identify persons who are qualified to become directors and who may be appointed in senior
management and recommend to the Board their appointment and removal.

79
Corporate Governance Report

e) Carry out evaluation of every director’s performance.

f) Formulate the criteria for determining qualifications, positive attributes and independence of a director.
g) Recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other
employees.
h) Devising a policy on Board diversity.
(b) Composition, Name of Members, Chairperson, Meetings & Attendance during the Financial Year 2015-16:
The composition of Compensation, Nomination and Remuneration Committee is in compliance with Section 178 of the
Companies Act, 2013 read with relevant Rules made thereunder and Regulation 19 of the Listing Regulations. During the
Financial Year 2015-16, the Compensation, Nomination and Remuneration Committee met 2 (Two) times on following
dates namely, 14th May, 2015 and 29th August, 2015.

The details of composition of the Compensation, Nomination & Remuneration Committee (up to 23rd October, 2015)
together with the Meetings held and attendance is as follows:
Name of Director Position Number of Meetings Attended
Mr. Haigreve Khaitan, Independent Director Chairman 1
Mr. Deepak Asher, Non- Independent Director Member 2
Mr. Amit Jatia, Independent Director Member 1

At the Meeting of Board of Directors of the Company held on 23rd October, 2015, the composition of Compensation,
Nomination & Remuneration Committee was changed as follows:
Name of Director Position
Mr. Haigreve Khaitan, Independent Director Chairman
Mr. Siddharth Jain, Non- Independent Director Member
Mr. Amit Jatia, Independent Director Member

(c) Performance Evaluation Criteria for Independent Directors

The Board of Directors had at its Meeting held on 4th February, 2016 evaluated performance of Independent Directors. A
structured questionnaire in form of Performance Evaluation Form that covered the criteria for evaluation of Independent
Directors as laid down by the Company which include Qualifications, Experience, Personal attributes like Honesty &
Integrity, Independence, Professional Skills, Contribution to Board Meetings, etc. was given to each Director to provide their
feedback. Duly filled up the Performance Evaluation Forms were returned to the Company. Performance of Independent
Directors was evaluated by the entire Board, excluding the Independent Director being evaluated at the said Meeting. The
feedback given by the Directors reflected highly satisfactory performance of Independent Directors.

The Chairman of Compensation, Nomination and Remuneration Committee had authorised Mr. Deepak Asher, Director to
answer to the queries of the Shareholders at the Annual General Meeting of the Company held on 28th September, 2015.

5. REMUNERATION TO DIRECTORS
All the Directors of the Company are Non-Executive Directors. Members of the Company have passed a Special Resolution
dated 13th January, 2015 approving the payment of Professional Fees to Mr. Deepak Asher, Non-executive Director of the
Company. No other Non-Executive Director is being paid any remuneration except sitting fees. All the Directors are paid sitting
fees of ` 20,000 for attending the Meetings of the Board or Committee thereof and adjournments thereto. The details of total
remuneration paid to the Directors for the year 2015-16 are given below:
Name of Director Sitting Fees* Professional Fees Total
Mr. Pavan Jain 1,40,000 - 1,40,000
Mr. Vivek Jain 1,00,000 - 1,00,000
 Annual Report
15
16
Corporate Governance Report

Name of Director Sitting Fees* Professional Fees Total

Mr. Deepak Asher 2,80,000 30,00,000 32,80,000
Mr. Siddharth Jain 1,20,000 - 1,20,000
Mr. Haigreve Khaitan 2,80,000 - 2,80,000
Mr. Amit Jatia 2,00,000 - 2,00,000
Mr. Kishore Biyani 2,60,000 - 2,60,000
Ms. Girija Balakrishnan 1,60,000 - 1,60,000
Total 15,40,000 30,00,000 45,40,000

* Includes sitting fees paid for Board and Committee Meetings.

During the Financial Year 2015-16, the Company has not issued stock options at discount.

Criteria for making payment to Non-Executive Directors is disclosed on the Company’s website. The same can be viewed at
https://www.inoxmovies.com/Corporate.aspx?Section=3.

6. STAKEHOLDERS’ RELATIONSHIP COMMITTEE

(a) Name of Non-Executive Director heading the Committee Mr. Pavan Jain
(b) Name and designation of Compliance Officer Mr. Dhanraj Mulki,
Company Secretary
(c) Number of Shareholders complaints received during the Financial Year 2015-16 Nil
(d) Number not resolved to the satisfaction of Shareholders Nil
(e) Number of pending complaints Nil

The Chairman of Stakeholders’ Relationship Committee had authorised Mr. Deepak Asher, Director to answer to the queries of
the Shareholders at the Annual General Meeting of the Company held on 28th September, 2015.

A total of 2295 equity shares of the Company (including 395 shares pertaining to 4 shareholders of erstwhile Fame India Limited
remaining unclaimed since initial public issue in 2005) had remained unclaimed subsequent to the initial public issue of the
Company in 2006. In compliance with provisions of Para F of Schedule V of the Listing Regulations, aforesaid shares have been
transferred to “INOX Leisure Limited – Unclaimed Suspense Account”.
Particulars No of No. of Shares
Shareholders
Aggregate number of shareholders and the outstanding shares in the suspense account 42 2295
lying at the beginning of the year
Number of shareholders who approached the Company for transfer of shares from 0 0
suspense account during the year
Number of shareholders to whom shares were transferred from suspense account 0 0
during the year
Aggregate number of shareholders and the outstanding shares in the suspense account 42 2295
lying at the end of the year

The voting rights in respect of above shares shall remain frozen till the rightful owner claims such shares.

81
Corporate Governance Report

7. GENERAL BODY MEETINGS:

The particulars of the last three (3) Annual General Meetings (AGM) of the Company and details of Special Resolutions passed,
if any, are given hereunder:
Financial Year Date and Time Location Special Resolution Passed
2012- 13 14 AGM on
th
Maple Hall, 1. Payment of Managerial Remuneration to Mr.
23rd August, 2013 Hotel Express Residency, Rajeev Patni, Manager & Director – Operations of
at 11.00 a.m. 18/19, Alkapuri Society, erstwhile Fame India Limited
Vadodara – 390 007 2. Alteration of the Articles of Association of the
Company.
2013-14 15th AGM on 10th 1. Authority to the Board of Directors of the
September 2014 at Company to borrow of money in excess of Paid-
11.00 a.m. up Capital and Free Reserves of the Company.
2. Authority to the Board of Directors of the
Company to create charge or mortgage in favour
of lending institutions or to sell, lease or dispose of
undertaking of the Company.
3. Approval of existing transaction with Related Party
and also to renew the same from time to time at
any time in future.
4. Authority to the Board to enter into the fresh
transactions with the Related Parties and to renew
the same from time to time in future.
5. Private Placement of Non-convertible Debentures
and/ or other Debt Securities.
2014-15 16th AGM on 28th No Special Resolution was passed in the Annual
September 2015 at General Meeting.
11.00 a.m.
During the Financial Year ended 31st March, 2016, no Special Resolution was passed by the Company’s Members through Postal
Ballot.

No Special Resolution is proposed to be conducted through Postal Ballot at the ensuing Annual General Meeting of the Company.

8. MEANS OF COMMUNICATION:
The Quarterly / Annual Financial Results of the Company during the Financial Year ended 31st March, 2016 were submitted to
the Stock Exchanges immediately after they were approved by / taken on record by the Board and published in well-circulated
Gujarati Newspapers (Financial Express / Loksatta Jansatta / Indian Express) and English Dailies (Indian Express / Business Standard
/ Financial Express) as well. The said results along with official news releases and presentations made to the institutional investors
/ analysts have been submitted to the stock exchanges and also posted on the Company’s website viz.: www.inoxmovies.com.

9. GENERAL SHAREHOLDER INFORMATION:

(a) Annual General Meeting (AGM) :
• Date : Saturday, 24th September, 2016
• Time : 12.00 noon
• Venue : Maple Hall, Hotel Express Residency, 18/19,
Alkapuri Society, Vadodara - 390 007
(b) Financial year : April, 2015 to March, 2016.
(c) Book Closure Dates : Saturday, 17th September, 2016 to Saturday,
24th September, 2016 (both days inclusive)
(d) Dividend Payment Date : Not Applicable as no dividend is proposed.
 Annual Report
15
16
Corporate Governance Report

(e) Listing on Stock Exchanges :

1. National Stock Exchange of India Limited (NSE)
Exchange Plaza, Plot No. C/1, G Block,
Bandra Kurla Complex, Bandra (East), Mumbai – 400 051
2. BSE Limited (BSE)
Jeejeebhoy Towers, Dalal Street,
Mumbai – 400 001
Listing Fees:
The Company has paid the annual listing fees for the financial year 2015-16 to the NSE and BSE on which the securities
are listed.
(f) Stock Code:
NSE : INOXLEISUR
BSE : 532706

(g) Market Price Data: High, Low during each month in the Financial Year 2015-16
Month NSE Monthly High NSE Monthly BSE Monthly BSE Monthly
High Price (in Rs) Low Price (in Rs) High Price (in Rs) Low Price (in Rs)
April, 2015 181.40 149.65 181.50 150.00
May, 2015 167.00 145.15 165.60 145.00
June, 2015 179.85 155.80 181.90 154.00
July, 2015 248.70 173.55 248.85 173.40
August, 2015 269.80 202.10 269.60 199.50
September, 2015 249.70 216.50 240.60 216.15
October, 2015 275.90 227.00 276.30 226.20
November, 2015 246.70 220.10 245.60 220.20
December, 2015 254.40 229.50 254.00 217.00
January, 2016 241.95 183.00 241.80 184.00
February, 2016 224.90 170.75 224.60 170.00
March, 2016 214.00 186.00 214.00 186.70

(h) Performance in comparison to broad-based indices viz. Nifty 500 and BSE Sensex:
Date Nifty 500 Company’s Share Price on NSE
1st April, 2015 6975.80 167.85
31st March, 2016 6452.15 192.20
Change (7.51)% +14.51%

Date BSE Sensex Company’s Share Price on BSE

1st April, 2015 27,954.86 169.20
31st March, 2016 25,341.86 191.70
Change (9.35)% +13.30%

The Equity Shares of the Company were not suspended from Trading during the Financial Year 2015-16.

(i) Registrar and Transfer Agents:

For lodgment of transfer deeds and other documents or any grievances / complaints, Investors may contact the Company’s
Registrar and Transfer Agent at the following address:

83
Corporate Governance Report

Karvy Computershare Private Limited

Karvy Selenium Tower No. B, Plot No.31-32, Gachibowli,
Financial District, Nanakramguda, Hyderabad – 500 032.

(j) Share Transfer System:

Trading in Company’s shares on the Stock Exchange takes place in electronic form. However, the share transfers which
are received in physical form are processed and the Share Certificates returned within a period of 15 days from the date of
receipt, subject to the documents being valid and complete in all respects.

(k) Distribution of Shareholding & Shareholding Pattern:

Shareholding of Number of % to Total Number of Amount % to
Nominal Value Shareholders Shares in Rupees Total
1 – 5000 32511 92.18 2888571 28885710 2.99
5001 – 10000 1588 4.50 1216502 12165020 1.26
10001 – 20000 593 1.68 880501 8805010 0.91
20001 – 30000 174 0.49 444905 4449050 0.46
30001 – 40000 84 0.24 296219 2962190 0.31
40001 – 50000 73 0.21 340551 3405510 0.35
50001 – 100000 98 0.28 718534 7185340 0.74
100001 & Above 149 0.42 89671971 896719710 92.97
TOTAL 35270 100.00 9,64,57,754 96,45,77,540 100.00

(l) Shareholding Pattern as on 31st March, 2016 is as under.

Category Number of Shares Percentage of Total
held Shareholding
Promoter's holding
- Indian Promoters 4,69,73,928 48.70%
Sub-Total 4,69,73,928 48.70%
Non-Promoters Holding
Institutional Investors
- Mutual Funds /UTI 76,63,131 7.94%
- Financial Institutions/Banks 41,819 0.04%
- Foreign Institutional Investors 2,25,28,638 23.36%
Sub-Total 3,02,33,588 31.34%
Others
Bodies Corporate 29,96,733 1.62%
Indian Public 1,12,05,056 11.62%
Non Resident Indians 2,97,004 0.31%
Any other
- NBFCs registered with RBI 12,026 0.01%
- Trusts 43,51,493 4.51%
- Clearing Members 92,925 0.10%
Employee Benefit Trust (under SEBI (Share based Employee Benefit) 2,95,001 0.31%
Regulations, 2014)
Sub-Total 1,92,50,238 19.96%
Grand Total 9,64,57,754 100.00%
 Annual Report
15
16
Corporate Governance Report

(m) Dematerialization of shares:

The Company’s Equity Shares are traded compulsorily in dematerialized form. Approximately 99.69% of the Equity Shares
are in dematerialized form. ISIN number for dematerialization of the equity shares of the Company is INE312H01016.

(n) Outstanding GDRs/ADRs/Warrants/ any Convertible Instruments:

The Company has not issued GDRs/ADRs/Warrants or any Convertible Instruments.

(o) Commodity price risk or foreign exchange risk and hedging activities;
The Company has approved “Risk Assessment and Minimization Procedure” pursuant to which the Company enters into
Forward Contracts on foreign currencies depending on its assessment of the market situation, to counter the risk of foreign
exchange fluctuations.

(p) Property Locations:

The Multiplex Cinema Theatres of the Company are situated at the following places:
Sr. City Location
No.
1 Pune Plot No. D, Bund Garden Road, Near Hotel Central Park, Pune.
2 Vadodara Race Course, Gopal Baug, Ellora Park, Vadodara.
3 Kolkata Forum, 10 / 3, Elgin Road, Kolkata.
4 Kolkata City Centre, DC Block 1, Sector 1, Kolkata.
5 Goa Old GMC Heritage Precinct, D. B. Road, Campal, Panaji, Goa.
6 Mumbai CR2, 2nd Floor, Opp. Bajaj Bhavan, Nariman Point, Mumbai.
7 Bengaluru 4th Floor, Garuda Mall, Magrath Road, Bengaluru.
8 Jaipur Amrapali Circle, Vaishali Nagar, Jaipur.
9 Indore Sapna Sangeeta Mall, Sapna Sangeeta Road, Sneha Nagar, Indore.
10 Darjeeling Rink Mall, 19, Laden La Road, Darjeeling, West Bengal.
11 Kota Plot No. Sp 11, Indra Vihar, Kota.
12 Nagpur Poonam Mall, Vardhaman Nagar, Nagpur.
13 Chennai 3rd Floor, Chennai City center, 10/11, R.K. Salai, Near Kalyani Hospital, Mylapore, Chennai.
14 Jaipur City Plaza, Nirman Marg, Jhotwara Road, Bani Park, Jaipur.
15 Bharuch Shree Rang Palace, Zadeshwar Road, Bharuch, Gujarat.
16 Jaipur 4th Floor, Crystal Palm, Sahkar Circle Scheme, Sardar Patel Marg, Jaipur.
17 Lucknow 4th Floor, Riverside Mall, Vipin Khand, Gomti Nagar, Lucknow.
18 Raipur 3rd Floor, City Mall 36, G. E. Road, NH-6, Raipur.
19 Kolkata 89C, Moulana Abul Kalam Azad Sarani, Kolkata.
20 Vijayawada Urvashi Theatre Complex, Andhra Ratna Road, Gandhi Nagar, Vijayawada.
21 Faridabad 3rd Floor, Crown Interiorz Mall, Sec-35, Delhi Mathura Road, Faridabad.
22 Nagpur Jaswant Tuli Mall, Kamptee Road, Indora Chowk, Nagpur.
23 Bengaluru 4th Floor, Shree Garuda Swagath Mall, Tilak Nagar Main Road, Jayanagar, Bengaluru.
24 Burdwan 4th Floor, Burdhwan Arcade, 60, B.B Ghosh Road, Burdwan.
25 Hyderabad 5th Floor, GVK One Mall, Opposite Water Tank, Road No. 1, Banjara Hills, Hyderabad.
26 Siliguri 5th Floor, Orbit Mall, 3rd Mile, Sevoke Road, Siliguri.
27 Kolkata 3rd Floor, City Centre New Town Mall, New Town, Rajarhat, Kolkata.
28 Indore 4th Floor, Indore Central, 170, R.N.T. Marg, Regal Square, Indore.
29 Thane 3rd Floor, Korum Mall, Mangal Pandey Road, Eastern Express Highway, Thane.
30 Vizag Survey No. 120 & 121, Maharanipet, Rama Krishna Beach Road, Visakhapatnam.
31 Vizag Survey No. 67, CMR Mall, Maddilapalem, Visakhapatnam.
32 Bengaluru 3rd Floor, Mantri Square, No.1, Sampige Road, Malleshwaram, Bengaluru.

85
Corporate Governance Report

Sr. City Location

No.
33 Belgaum Head Post Office Road, Camp, Belgaum, Karnataka.
34 Jaipur Pink Square Mall, Raja Park, Jaipur.
35 Kanpur 3rd Floor, Z Square Mall, Bada Chauraha, M. G. Road, Kanpur.
36 Bengaluru 5th Floor, Bengaluru Central, 45th Cross, J. P. Nagar 2nd Phase, Bengaluru.
37 Liluah R. D. Mall, 269 G. T. Road, Liluah, Howrah, West Bengal.
38 Siliguri City Centre, Matigara, Siliguri, West Bengal.
39 Vijaywada 3rd Floor, LEPL Icon, Patamata, Vijayawada.
40 Hyderabad 5th Floor, Maheshwari Parameshwari Mall, Kachiguda Cross Road, Hyderabad.
41 Navi Mumbai Glomax Mall, Kharghar, Navi Mumbai.
42 Pune 2nd Floor, Amanora Park Town, East Blok, Hadapsar, Pune.
43 Bhubaneswar 4th Floor, BMC Bhawani Mall, Saheed Nagar, Opp. Arya Samaj, Bhubaneswar.
44 Udaipur 5th Floor, Lake City Mall, Porawalaji Ki Wadi, Ashok Nagar, Udaipur.
45 Bhopal 1st Floor, Century 21 Mall, Hoshangabad Road, Bhopal.
46 Nashik Old Vijay Mamta Theatre, Opp. Prasad Chambers, Nashik Pune Road, Nashik.
47 Mumbai Raghuleela Mall, Behind Poisar Bus Depot, Off S.V. Road, Kandivali (West), Mumbai.
48 Kolkata Metropolis Mall, Hiland Park, Opp. Pearless Hospital, E.M. By Pass, Kolkata.
49 Mumbai Inorbit Mall, New Link Road, Near Subkuch Market, Malad (West), Mumbai.
50 Pune Jai Ganesh Vision Mall, Near Olympia Service Station Akurdi, Pune.
51 Aurangabad Old Anuradha Anupama Cinema, Tapadia Mall, Sector - C-2 Town Center, CIDCO,
Aurangabad - 431 003.
52 Mumbai Nakshatra Cine Shoppe, Rande Road, Near Dadar Railway Station, Dadar (West), Mumbai.
53 Anand City Pulse Theaters Ltd., Nr. Hero Honda Showroom, S.N. Motors, Anand - Vidyanagar Road,
Anand.
54 Mumbai 3rd Floor, Thakur Mall, Near Dahisar Check Naka, Dahisar (East), Mumbai.
55 Mumbai 4th Floor, Vishnu Shivam Mall, Thakur Village, Kandivali (East), Mumbai.
56 Bengaluru Next To Ista Hotel, Off M.G. Road, Ulsoor, Bengaluru.
57 Kolkata Southcity Projects Ltd, 375, Prince Anwar Shah Road, Kolkata.
58 Navi Mumbai 3rd Floor, Raghuleela Mall, Opp. Vashi Railway station, Vashi, Navi Mumbai.
59 Bengaluru Public Utility Building, M G Road, Bengaluru.
60 Pune 1st Floor, Fun & Shop Mall, Opp. Bhairoba Nallah, Fatima Nagar, Hadapsar, Pune.
61 Mumbai Neelyog Bulding Patel Chowk, R.B. Road, Ghatkopar (East), Mumbai.
62 Kalyan Metro Junction Mall, Netivalli Village, Near Sheel Phata, Kalyan (East), Kalyan.
63 Vadodara Seven Seas Mall, Near Fategung Post Office, Near I P C L Circle Fatigung, Vadodara.
64 Bharuch Shalimar Takies, Station Road, Bharuch.
65 Dhanbad Galleria Mall, Saraidhela, Sahyogi Nagar, Sector 2, Govindpur Road, Dhanbad.
66 Bengaluru Prestige Forum Value Mall, Survey No. 62, Near Varthur Kodi, White Field Road, Bengaluru.
67 Chennai Chandra Metro Mall, Door No. #92 New # 262 Arcot Road, Virugambakkam, Chennai
68 Kolkata Hind Cinema, Bow Bazar, Kolkata.
69 Surat VR Surat, Dumas Road, Magdalla, Surat, Gujarat.
70 Vizianagaram 3rd Floor, NCS Mall, Bochu Peta, Opp. RTC Complex, Vizianagaram.
71 Panchkula 3rd Floor, NH-22 Mall, Amravati Enclave, Sector 2, Pinjore-Kalka Urban Complex, Panchkula.
72 Raipur 1st Floor, City Centre Mall, Vidhan Sabha Road, Mowa, Raipur.
73 Jaipur 3rd Floor, Elements Mall, Ajmer Road, Jaipur.
74 Madurai 5th Floor, Vishaal de Mal, 31, Gokhale Road, Chinna Chokkikulam, Madurai.
75 Noida 3rd Floor, MSX Mall, Swarn Nagari, Gate No.1, Greater Noida, Uttar Pradesh.
 Annual Report
15
16
Corporate Governance Report

Sr. City Location

No.
76 Kolkata 4th Floor, Quest Mall, 33, Syed Amir Ali Avenue, Kolkata.
77 Manipal 1st Floor, Central Cinemas, Laxmindra Nagar, Udupi Main Road, Manipal.
78 Gurgaon 3rd Floor, Gurgaon Dreamz Mall, Sector 4 - 7 Circle, Old Railway Road, Gurgaon.
79 Vizag* 4th Floor, Chitralayaa, Suryabagh, Visakhapatnam.
80 Jalgaon 2nd Floor, khandesh Central Station Road, Jalgaon.
81 Faridabad EF – 3 Mall, Sector 20 – A, Mathura Road, Faridabad, Haryana.
82 New Delhi 1st Floor, Eros One (Eros Cinema Building), Jangpura Extension, New Delhi.
83 Kurnool 3rd Floor, Jyoti Mall, Opposite Zilla Parishat, Bellary Road, Kurnool, Andhra Pradesh.
84 Ajmer 3rd Floor, City Square Mall, Panchsheel Nagar, Ajmer.
85 Goa E–Wing, Osia Commercial Arcade, SGPDA Market Complex, Margao, Goa.
86 Vadodara Reliance Mega Mall, 3rd Floor, Old Padra Road, Vadodara.
87 New Delhi Behind Shadipur Metro Station Patel Nagar, New Delhi.
88 New Delhi District Centre, Janak Place, New Delhi.
89 New Delhi 45, District Centre, Near Intercontinental Hotel, Nehru Place, New Delhi.
90 Indore C-21 Mall, PU - 4, Scheme No. 54 AB Road, Indore.
91 Jodhpur Ansal Royal Plaza Nr- Stadium, High Court Road,Jodhpur, Rajasthan.
92 Aurangabad Prozone Mall, API Corner, P-80 Chikalthana Industrial Area, Aurangabad.
93 Rohtak Sky Mall, Sonipat Road, Huda Sector-3, Rohtak.
94 Mysuru Mall of Mysore, Plot No. C1, Third Floor, Nazarbad Mohalla, MG Road, Mysuru.
95 Amritsar Trilium Mall, 5th Floor, Plot C-4 Circular Road, Opp. Basant Avenue, Amritsar.
96 Bhilwara 3rd Floor, City Centre Mall, Near Mahaveer Park, Bhopalganj, Bhilwara.
97 Rajkot Old Dharam Cinema Building, Kasturba Road, Rajkot.
98 Gandhinagar R World, Jamiyatpura Mehsana Highway, Adalaj, Gandhinagar.
99 Gandhinagar Old Rajshree Cinema, 2nd Floor, R-21, Sector 21, Gandhinagar.
100 Bhiwadi Genesis Mall, Alwar Bhiwadi Highway, Bhiwadi.
101 Mumbai R City Mall, Lal Bahadur Shastri Marg, Ghatkopar (West), Mumbai.
102 Goa 2nd Floor, A- Wing, Osia Commercial Arcade, SGPDA Market Complex, Margao.
103 Meerut PVS Mall, I Bock, Shastri Nagar, Meerut.
104 Thrissur Sobha City Mall, Thrissur.
105 Surat Aai Mata Chowk, Paravat Patia, Surat.
106 Jorhat ABS Mall, 4th Floor, at Rd, Gar-Ali, Jorhat.
107 Goa Mall De Goa, Alto Porvorim, Bardez, Goa.
108 Bengaluru# Brookefield Mall, Kundalahalli Village, Krishnarajapuran Hobli, Bengaluru.
* Two screens were opened after 31st March, 2016.
# commenced operations after 31st March, 2016.

87
Corporate Governance Report

(q) Address for correspondence:

Registered Office:
ABS Towers, Old Padra Road, Vadodara – 390 007
Phone No.: (91 265) 6198 111 | Fax No.: (91 265) 2310312

Corporate Office:
5th Floor, Viraj Towers, Next to Andheri Flyover,
Western Express Highway, Andheri (E). Mumbai - 400 093.
Phone No.: 4062 6900 | Fax No.: 4062 6999
Website: www.inoxmovies.com
Email Address: investors@inoxmovies.com

10. OTHER DISCLOSURES:

a) Materially significant Related Party Transactions:
There were no transactions with Related Parties during the Financial Year which were in conflict with the interest of
the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the note 49 to the
Standalone Financial Statements of the Company and in the Board’s Report as required under Section 134 of the Companies
Act, 2013.

The Board has also approved a policy on Materiality of Related Party Transactions which also includes procedure to deal
with Related Party Transactions and such Policy has been put up on the Company's Website. The same can be viewed at
https://www.inoxmovies.com/Corporate.aspx?Section=3.

b) Details of Non-Compliance:
During the last three years, there were no instances of Non-Compliance, Penalties, Strictures imposed on the Company by
Stock Exchange or SEBI or any statutory authority, on any matter related to Capital Markets.

c) Whistle Blower Policy:

The Company has adopted Whistle Blower Policy at its Board Meeting held on 27th May, 2014 to report concerns about
unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct. Adequate safeguards have
been provided in the Policy to prevent victimization of Directors/Employees. No personnel has been denied access to the
Audit Committee.

A copy of Company’s Whistle Blower Policy has been put up on Company’s Website. The same can be viewed at
https://www.inoxmovies.com/Corporate.aspx?Section=3.

d) All the Mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
have been complied by the Company.
Adoption of Non-mandatory requirement:
(i) Modified opinion(s) in Audit Report:
For the Financial Year ended 31st March, 2016, the Independent Auditors have given unmodified opinion on the
Company’s Financial Statements. The Company continues to adopt best practices to ensure the regime of unmodified
Financial Statements.
(ii) Separate posts of Chairperson and Chief Executive Officer:
The Company has appointed Mr. Pavan Jain as a Chairman of the Company while Mr. Alok Tandon is the Chief
Executive Officer of the Company.

e) The Company has formulated a Policy for determining ‘Material’ subsidiaries and such policy has been disclosed on the
Company's Website. The same can be viewed at https://www.inoxmovies.com/Corporate.aspx?Section=3.
 Annual Report
15
16
Corporate Governance Report

f) Disclosure of commodity price risks and commodity hedging activities: Not applicable

g) Disclosure about Directors being appointed / re-appointed:

The brief Resume and other information required to be disclosed under this section is provided in the Notice of the Annual
General Meeting.

h) The Company has complied with the Corporate Governance requirements specified in Regulations 17 to 27 and Clause (b)
to (i) of Sub-Regulation 46 of the Listing Regulations.

i) Management Discussion and Analysis Report:

Management Discussion and Analysis Report is set out in the Annual Report in compliance with Clause B of Schedule V to
the Listing Regulations.

j) CEO/CFO Certification:
The Company has obtained a Certificate from Chief Executive Officer and Chief Finance Officer in respect of matters stated
in Regulation 17 (8) of Listing Regulations.

11. DECLARATION BY CHIEF EXECUTIVE OFFICER:

Declaration signed by Mr. Alok Tandon, Chief Executive Officer of the Company, stating that the Board of Directors and Senior
Management Personnel have affirmed compliance with the Code of Conduct of Board of Directors and Senior Management is
annexed to this Report at Annexure – A.

12. COMPLIANCE CERTIFICATE FROM THE AUDITORS CERTIFICATE:

As stipulated in Para E of Schedule V of Listing Regulations, the Certificate from the independent auditors of the Company
regarding compliance of conditions of corporate governance is annexed with the Board’s report.

13. CODE OF CONDUCT:

Company’s Board has laid down a Code of Conduct for all Board Members and senior management of the Company which was
amended at its meeting held on 20th October, 2014 by including duties of Independent Directors. All Board Members and senior
management personnel have affirmed compliance with the Code of Conduct. The Code of Conduct is placed on the Website of
the Company at https://www.inoxmovies.com/Corporate.aspx?Section=3.

By Order of the Board of Directors

Place: Mumbai Pavan Jain

Date: 8th August, 2016 Chairman

ANNEXURE – A

Declaration by the CEO under Clause D of Schedule V of the Listing Regulations:

I, Alok Tandon, Chief Executive Officer of INOX Leisure Limited, declare that all the Board Members and Senior Management
Personnel have affirmed compliance with the Code of Conduct for the Board and Senior Management Personnel, for the
Financial Year ended 31st March, 2016.

Place: Mumbai Alok Tandon

Date: 11th July, 2016 Chief Executive Officer

89
Independent Auditor’s Report
to the members of INOX Leisure Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of INOX Leisure Limited (“the Company”), which comprise
the Standalone Balance Sheet as at 31st March 2016, the Standalone Statement of Profit and Loss and the Standalone Cash Flow
Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the
Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted
in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of
the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a
true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to
be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those
Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial
statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers
internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order
to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of
the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as
evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on
these standalone financial statements.

Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Act in the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2016 and its profit
and cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 issued by the Central Government of India in terms of sub-
section (11) of section 143 of the Act, we give in the Annexure I a statement on the matters specified in paragraph 3 and 4
of the said Order.
 Annual Report
15
16
Independent Auditor’s Report
to the members of INOX Leisure Limited

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from
our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in
agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the
Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in
terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate Report in Annexure II.
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations
given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements –
refer note no. 37 to the standalone financial statements;
ii. The Company did not have any long term contracts including derivative contracts, for which there were any
material foreseeable losses; and
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company.

For Patankar & Associates

Chartered Accountants
Firm’s Registration No. 107628W

S S Agrawal
Place: Pune Partner
Date: 27th April 2016 Membership No. 049051

91
Annexure to Independent Auditor’s Report
to the members of INOX Leisure Limited

Annexure I to Independent Auditor’s Report to the members of INOX Leisure Limited on the standalone financial
statements for the year ended 31st March 2016 – referred to in paragraph 1 under the heading “Report on Other
Legal and Regulatory Requirements” of our report of even date.

In term of the Companies (Auditor’s Report) Order, 2016 (“the Order”), on the basis of information and explanation given to us
and the books and records examined by us in the normal course of audit and such checks as we considered appropriate, to the
best of our knowledge and belief, we state as under:

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed
assets. The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies
have been noticed on such verification. The title deeds of all immovable properties are held in the name of the Company,
except as under:

Particulars No. of cases Gross block Net block Remarks

Leasehold land 1 181.45 144.09 In the name of erstwhile amalgamated company and yet to
be transferred in the name of the Company
Building 2 7,029.26 5,951.03 Conveyance deed is yet to be executed
1 828.57 677.98 In the name of erstwhile amalgamated company and yet to
be transferred in the name of the Company
1 1,763.73 1,515.88 In the name of erstwhile amalgamated company and
conveyance deed is yet to be executed
Building total 9,621.56 8,144.89

2. The inventories were physically verified by the management at reasonable intervals during the year and no material
discrepancies were noticed on physical verification of inventories as compared to book records.
3. The Company has not granted any loan, secured or unsecured, to companies, firms, Limited Liability Partnerships or other
parties covered in the register maintained under section 189 of the Companies Act, 2013, except for one such company
which is now amalgamated with the Company w.e.f. 8th August 2014 (see note no. 30 and 50 in the standalone financial
statements). The terms and conditions of the said loan were not, prima facie, prejudicial to the interest of the Company.
The said company was regular in repayment of principal and payment of interest, as stipulated, and there are no overdue
amounts.
4. The Company has complied with the provisions of Section 185 and section 186 of the Act in respect of investments made or
loans given or guarantee or security provided.
5. The Company has not accepted any deposits within the meaning of section 73 to 76 of the Companies Act, 2013 and the
Rules framed thereunder and hence the provisions of clause 3(v) of the Order are not applicable to the Company.
6. The Central Government has not prescribed maintenance of cost records under section 148(1) of the Companies Act, 2013
for the activities of the Company and hence the provisions of clause 3(vi) of the Order are not applicable to the Company.
7. The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident
fund, employees’ state insurance, income-tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess,
entertainment tax and other material statutory dues applicable to it. There are no undisputed amounts payable in respect
of such statutory dues which were in arrears as at 31st March 2016 for a period of more than six months from the date they
become payable.
 Annual Report
15
16
Annexure to Independent Auditor’s Report
to the members of INOX Leisure Limited

Particulars of dues of income-tax, service tax, duty of customs and value added tax which have not been deposited on
account of disputes are as under:
Name of the Statute Nature of dues and the period to Amount (` in Forum where dispute is pending
which the amount relates Lakh)
Service-tax (Finance Act, Service tax on renting of immovable 1,042.44 Supreme Court of India
1994) properties for the period August 2008 to
September 2011
Service tax on film distributors’ payments 571.90 Central Excise and Service Tax
for the period May 2009 to June 2012 Appellate Tribunal, Hyderabad. The
Company is in the process of filing the
appeal.
Service tax on film distributors’ payments 2,853.23 Central Excise and Service Tax
for the period May 2008 to March 2014 Appellate Tribunal, New Delhi.
Customs Act, 1962 Custom duty Amount not Commissioner Appeal, Central Board
ascertainable of Excise and Customs
Custom duty for the period 2005-06 4.36 Asst. Commissioner of Customs,
Jawaharlal Nehru Custom House,
JNPT, Nhava Sheva
Maharashtra Value Added Assessment dues for the year 2008-09 235.06 Deputy Commissioner of Sales Tax
Tax Act, 2002 (Appeals – 4), Mazgaon, Mumbai
Income Tax Act, 1961 Penalty u/s 271(1)(c) for the year 2009-10 19.48 Commissioner of Income-tax
Assessment dues for the year 2012-13 216.16 (Appeals) - Vadodara

There are no dues of sales tax or duty of excise which have not be deposited on account of disputes.
8. The Company has not defaulted in repayment of loans and borrowings to financial institutions or banks and the Company
did not have any borrowings from Government or by way of debentures.
9. The Company has applied the moneys raised by way of term loans for the purpose for which these loans were raised. The
Company did not raise moneys by way of initial public offer or further public offer (including debt instruments).
10. During the year, the Company has detected a fraud perpetrated by an employee of the Company in respect of travelling
expenses and the amount involved, as assessed by the Company is ` 418.30 Lakh, as detailed in note no. 41 to the financial
statements. No fraud by the Company or fraud on the Company by its officers has been noticed or reported during the
course of our audit.
11. The Company has not paid any managerial remuneration and hence the provisions of clause 3(xi) of the Order are not
applicable to the Company.
12. The Company is not a Nidhi Company and hence the provisions of clause 3(xii) of the Order are not applicable to the
Company.
13. All transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 and the details
have been disclosed in the standalone financial statements etc. as required by the applicable accounting standards.
14. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures
during the year and hence the provisions of clause 3(xiv) of the Order are not applicable to the Company.
15. The Company has not entered into any non-cash transactions with directors or persons connected with them and hence the
provisions of clause 3(xv) of the Order are not applicable to the Company.
16. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and hence the
provisions of clause 3(xvi) of the Order are not applicable to the Company.

For Patankar & Associates

Chartered Accountants
Firm’s Registration No. 107628W

S S Agrawal
Place: Pune Partner
Date: 27th April 2016 Membership No. 049051
93
Annexure to Independent Auditor’s Report
to the members of INOX Leisure Limited

Annexure II to Independent Auditor’s Report to the members of INOX Leisure Limited on the standalone financial
statements for the year ended 31st March 2016 – referred to in paragraph 2(f) under the heading “Report on Other
Legal and Regulatory Requirements” of our report of even date.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,
2013 (“the Act”)
We have audited the internal financial controls with reference to financial statements over financial reporting of INOX Leisure
Limited (“the Company”) as of 31st March 2016 in conjunction with our audit of the standalone financial statements of the
Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal
control over financial reporting criteria established by the Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued
by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and
maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct
of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information,
as required under the Companies Act, 2013 (“the Act”).

Auditor’s Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our
audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and
deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both
applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those
Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained
and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with
reference to financial statements system over financial reporting and their operating effectiveness.

Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement,
including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Company’s internal financial controls with reference to financial statements system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company's internal financial control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with authorisations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also,
 Annual Report
15
16
Annexure to Independent Auditor’s Report
to the members of INOX Leisure Limited

projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk
that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial control system with reference to financial
statements system over financial reporting and such internal financial controls over financial reporting were operating effectively
as at 31st March 2016, based on the internal control over financial reporting criteria established by the Company considering
the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting issued by ICAI.

For Patankar & Associates

Chartered Accountants
Firm’s Registration No. 107628W

S S Agrawal
Place: Pune Partner
Date: 27th April 2016 Membership No. 049051

95
Standalone Balance Sheet
as at 31st March 2016

(` in Lakh)
Particulars Note As at As at
No. 31st Mar 2016 31st Mar 2015
I EQUITY AND LIABILITIES
1 Shareholders’ Funds
(a) Share Capital 4 9,616.28 9,616.28
(b) Reserves and surplus 5 52,761.02 61,741.75
(c) Interest in INOX Benefit Trust (at cost) 31 (3,266.98) (3,266.98)
59,110.32 68,091.05
2 Non-Current Liabilities
(a) Long-term borrowings 6 21,693.00 20,050.56
(b) Deferred tax liabilities (net) 7 585.84 2,308.87
(c) Other long term liabilities 8 235.37 415.23
(d) Long-term provisions 9 777.96 541.17
23,292.17 23,315.83
3 Current Liabilities
(a) Short term borrowings 10 2,512.65 1,410.06
(b) Trade payables
(i) Dues to Micro and Small Enterprises 11 5.39 1.80
(ii) Dues to others 11 7,273.53 6,686.69
(c) Other current liabilities 12 8,852.04 9,810.52
(d) Short-term provisions 9 1,642.89 1,490.82
20,286.50 19,399.89
TOTAL 102,688.99 110,806.77
II ASSETS
1 Non-Current Assets
(a) Fixed assets
(i) Tangible assets 13 61,990.89 55,973.81
(ii) Intangible assets 13 2,870.82 317.25
(iii)Capital work-in-progress 14 5,572.83 5,027.43
70,434.54 61,318.49
(b) Non-current investments 15 250.53 18,884.99
(c) Long term loans and advances 16 19,277.50 16,352.86
(d) Other non-current assets 17 1,281.00 349.89
91,243.57 96,906.23
2 Current Assets
(a) Current investments 15 1,508.50 641.37
(b) Inventories 18 684.87 689.43
(c) Trade receivables 19 5,349.82 5,652.64
(d) Cash and bank balances 20 2,688.50 1,217.64
(e) Short-term loans and advances 21 1,066.96 5,524.38
(f) Other current assets 22 146.77 175.08
11,445.42 13,900.54
TOTAL 102,688.99 110,806.77
The accompanying notes are an integral part of the financial statements.
As per our report of even date attached For INOX Leisure Limited
For Patankar & Associates
Chartered Accountants
S. S. Agrawal Siddharth Jain Deepak Asher Alok Tandon Upen Shah
Partner Director Director Chief Executive Officer Chief Finance Officer
Dhanraj Mulki
Company Secretary & Vice President Legal
Place: Pune Place: Mumbai
Date: 27th April, 2016 Date: 27th April, 2016
 Annual Report
15
16
Standalone Statement of Profit and Loss
for the year ended 31st March 2016

(` in Lakh)
Particulars Note Year ended Year ended
No. 31st Mar 2016 31st Mar 2015
REVENUE
Revenue from operations 23 133,268.58 95,368.59
Other income 24 432.44 1,104.55
Total revenue 133,701.02 96,473.14

EXPENSES
Entertainment tax 17,380.94 11,396.39
Exhibition cost 25 32,529.99 23,090.18
Cost of food and beverages 26 6,610.70 4,609.50
Employee benefits expense 27 7,466.12 6,025.21
Finance costs 28 2,433.74 3,842.99
Depreciation & amortization expense 13 8,028.76 7,146.09
Other expenses 29 50,282.27 38,176.74
Total expenses 124,732.52 94,287.10

Profit before exceptional items and taxes 8,968.50 2,186.04

Less: Exceptional items 33 496.02 50.52
Profit before tax 8,472.48 2,135.52
Tax expenses
Current tax 36(a) 3,457.00 839.00
Deferred tax (360.63) (327.43)
Taxation pertaining to earlier years 36(b) (2,388.33) (852.51)
708.04 (340.94)

Profit for the year 7,764.44 2,476.46

Earnings per equity share of ` 10 each (`) 55

Basic 8.46 2.70
Diluted 8.46 2.70
The accompanying notes are an integral part of the financial statements.

As per our report of even date attached For INOX Leisure Limited
For Patankar & Associates
Chartered Accountants
S. S. Agrawal Siddharth Jain Deepak Asher Alok Tandon Upen Shah
Partner Director Director Chief Executive Officer Chief Finance Officer
Dhanraj Mulki
Company Secretary & Vice President Legal
Place: Pune Place: Mumbai
Date: 27th April, 2016 Date: 27th April, 2016

97
Standalone Cash Flow Statement
for the year ended 31st March 2016

(` in Lakh)
Particulars Year ended Year ended
31st Mar 2016 31st Mar 2015
A Cash flow from operating activities
Profit before tax 8,472.48 2,135.52
Adjustments for :
Depreciation and amortization expense 8,028.76 7,146.09
Loss on retirement/disposal of fixed assets (net) 326.66 4.10
Provision for diminution in value of assets held for disposal 14.98 17.03
Bad debts and remissions 118.05 -
Deposits and advances written off 211.85 40.57
Provision for doubtful debts 175.77 23.06
Provision for doubtful advances and deposits 120.58 311.88
Liabilities and provisions, no longer required, written back (121.33) (219.99)
Provision for diminution in value of investment written back - (9.48)
Amortization of value of stock options - 1.36
Interest income (143.52) (499.28)
Gain on sale of current investments (143.06) (376.57)
Finance costs 2,433.74 3,842.99
Operating profit before working capital changes 19,494.96 12,417.28
Changes in working capital
Trade payables 228.02 525.27
Long-term provisions 164.56 127.74
Short-term provisions 20.05 13.11
Other current liabilities 50.30 44.42
Other long term liabilities 60.03 94.87
Trade receivables 641.19 (2,333.87)
Inventories 74.24 169.51
Long-term loans and advances (2,280.44) (2,169.81)
Short-term loans and advances (10.58) 331.93
Cash generated from operations 18,442.33 9,220.45
Direct taxes paid (net) (1,515.36) (734.64)
Net cash generated from operating activities 16,926.97 8,485.81

B Cash flow from investing activities

Purchase of fixed assets (including change in Capital
work-in-progress, capital advances and pre-operative expenses) (12,249.20) (9,020.27)
Sale of fixed assets 11.44 92.43
Acquisition of intangible assets (2,701.78) (112.88)
Investment in subsidiary companies (125.00) (18,390.38)
Payment towards share purchase consideration payable (61.30) -
Share application money paid to joint venture/received back - 15.00
Purchase of other non-current investments (22.53) (14.20)
Sale/redemption of other non-current investments 13.38 16.11
Purchase of current investments (14,162.00) (29,988.50)
Sale/redemption of current investments 13,405.95 30,018.05
Proceeds from sale of treasury shares - see note no. 31 - 27,033.18
Inter-corporate deposit given - (4,580.11)
Movement in bank fixed deposits with original maturity of
more than 3 months (net) (50.27) (237.26)
Interest received 136.65 474.46
Net cash used in investing activities (15,804.66) (4,694.37)
 Annual Report
15
16
Standalone Cash Flow Statement
for the year ended 31st March 2016

(` in Lakh)
Particulars Year ended Year ended
31st Mar 2016 31st Mar 2015
C Cash flow from financing activities
Shares issued under ESOP - 2.49
Repayment of Inter-corporate deposit - (1,100.00)
Proceeds from long term loans 4,141.00 2,618.00
Repayment of long term loans (2,598.56) (2,198.56)
Proceeds from short term borrowings (net) 1,102.59 522.37
Finance costs (2,460.95) (4,199.83)
Net cash generated from / (used in) financing activities 184.08 (4,355.53)

Net increase / (decrease) in cash and cash equivalents 1,306.39 (564.09)

Cash and cash equivalents at the beginning of the year 893.24 1,457.33
Add: On amalgamation (see note no. 30) 43.35 -
936.59 1,457.33
Cash and cash equivalents at the end of the year 2,242.98 893.24

Notes:
1 The above Cash Flow Statement has been prepared and presented under the ‘Indirect Method’.
2 The amalgamation of erstwhile Satyam Cineplexes Limited (Refer Note 30) with the Company
is a non cash transaction.
3 Components of cash and cash equivalents are as per note no. 20.
4 The accompanying notes are an integral part of the financial statements.

As per our report of even date attached For INOX Leisure Limited
For Patankar & Associates
Chartered Accountants
S. S. Agrawal Siddharth Jain Deepak Asher Alok Tandon Upen Shah
Partner Director Director Chief Executive Officer Chief Finance Officer
Dhanraj Mulki
Company Secretary & Vice President Legal
Place: Pune Place: Mumbai
Date: 27th April, 2016 Date: 27th April, 2016

99
Notes to the standalone
financial statements for the year ended 31st March 2016

1. CORPORATE INFORMATION
INOX Leisure Limited (the “Company”) is engaged in the business of operating & managing multiplexes and cinema theatres
in India. The Company is a public company and its shares are listed on the Bombay Stock Exchange and the National Stock
Exchange of India. The Company is a subsidiary of Gujarat Fluorochemicals Limited.

2. BASIS OF PREPARATION
These financial statements have been prepared in accordance with the generally accepted accounting principles in India,
under the historical cost convention and on accrual basis. These financial statements comply in all material respects with the
applicable accounting standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies
(Accounts) Rules, 2014.

Figures for the previous year have been re-grouped / reclassified wherever necessary to confirm with the classification of the
current year. In view of amalgamation of erstwhile Satyam Cineplex Limited (see note no. 30), figures for the current year
are after giving effect to the amalgamation and hence not directly comparable with those of previous year.

3. SIGNIFICANT ACCOUNTING POLICIES

a) Revenue Recognition:
Revenue from Box Office is recognized as and when the movie is exhibited. Revenue from Sale of Food & Beverages is
accounted at the point of sale. These revenues are net of refunds and complimentary. Conducting fees are in respect
of charges received from parties to conduct business from the Company’s Multiplexes and the revenue is recognized
as per the contractual arrangements. Advertisement income is recognized on exhibition of the advertisement or over
the period of contract, as applicable. Income from sale of power is recognized on the basis of actual units generated
and transmitted to the purchaser. Dividend income is recognised when the unconditional right to receive payment is
established. Income from interest on deposits, loans and interest-bearing securities is recognised on time proportion
basis.

b) Fixed Assets:
Fixed assets are carried at cost, as reduced by accumulated depreciation/amortization, except freehold land, which
is carried at cost. Cost comprises of purchase price / cost of construction, including non-refundable taxes or levies,
and any expenses attributable to bring the assets to its working condition for its intended use. Project pre-operative
expenses and expenditure incurred during construction period of multiplexes are capitalized to various eligible assets
in respective multiplexes. Borrowing costs directly attributable to acquisition or construction of qualifying fixed assets
are capitalised. In respect of accounting period commencing on or after 1 April 2011, consequent to the amendment
of para 46A of AS 11: The Effects of Changes in Foreign Exchange Rates, cost of depreciable capital assets include
foreign exchange differences arising on translation of long term foreign currency monetary items. Fixed assets retired
from active use and held for sale are stated at the lower of their net book value and net realisable value and are
disclosed separately under current assets.

c) Depreciation and amortization:

On tangible assets - cost of leasehold land is amortized over the period of lease. On other fixed assets, excluding
freehold land, depreciation is provided on straight-line basis as under:
I. On leasehold improvements, electrical installations & air conditioners in leased premises, over the period of useful
life on the basis of the respective agreements or the useful life as per Schedule II part C of the Companies Act,
2013, whichever is shorter.
II. On other fixed assets, on the basis of useful life as per Schedule II part C of the Companies Act, 2013

On intangible assets - cost of software is amortized over a period of three years in case of operating software and
six years in case of other software. Cost of goodwill and movie script acquired and cost of web-site developed is
amortized over a period of five year.

d) Impairment of assets:
Consideration is given at each balance sheet date to determine whether there is any indication of impairment of the
carrying amount of the Company’s asset. An impairment loss is recognized wherever the carrying amount of an asset
exceeds its recoverable amount.
 Annual Report
15
16
Notes to the standalone
financial statements for the year ended 31st March 2016

e) Investments:
Long-term investments are carried at cost. Provision for diminution is made to recognize the decline, other than
temporary, in the values of these investments. Current investments are carried at lower of the cost and fair value.

f) Inventories:
Inventories are valued at lower of the cost and net realisable value. Cost is determined using first-in-first-out (FIFO)
method.

g) Employee Benefits:
Short-term employee benefits are recognized as an expense at the undiscounted amount in the statement of profit and
loss in the year in which related services are rendered. Company’s contribution towards Defined Contribution Plan
viz. Government administered provident fund and pension schemes, paid / payable during the year are charged to the
statement of profit and loss. Defined Benefit Plans in the form of Gratuity and Leave Encashment are recognized as
an expense in the statement of profit and loss at the present value of the amounts payable, determined on the basis of
actuarial valuation techniques, using the projected unit credit method. Actuarial gains and losses are recognized in the
statement of profit and loss.

h) Taxes on Income:
Income tax expense comprises of current tax and deferred tax charge. Deferred tax is recognised, subject to
consideration of prudence, on timing differences, being the difference between taxable income and accounting
income that originates in one period and are capable of reversal in one or more subsequent periods. The deferred
tax in respect of timing differences which reverse during the tax holiday period is not recognised to the extent the
Company's gross total income is subject to the deduction during the tax holiday period. Minimum Alternate Tax (MAT)
paid on the book profits, which gives rise to future economic benefits in the form of tax credit against future income-
tax liability, is recognized as an asset in the Balance Sheet if there is convincing evidence that the Company will pay
normal tax within the period specified for utilization of such credit.

i) Borrowing Cost:
Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the
cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended
use. All other borrowing costs are charged to statement of profit and loss.

j) Leases:
Lease rentals in respect of assets acquired on operating lease are charged-off to the statement of profit and loss as per
the terms of the respective lease agreements.

k) Foreign Currency Transactions:

(i) Transactions in foreign currency are recorded in rupees by applying the exchange rate at the date of the transaction.
Gains or losses on settlement of the transactions are recognized in the statement of profit and loss. At the Balance
Sheet date, monetary assets and liabilities in foreign currency are restated by applying the closing rate, and the
difference arising out of such conversion is recognized in the statement of profit and loss, except as mentioned in
para (ii) below.
(ii) The Central Government has vide its notification no. G.S.R. 914(E) dated 29th December, 2011, amended AS 11
‘The Effects of Changes in Foreign Exchange Rates’, notified under the Companies (Accounting Standards) Rules,
2006, to the extent it relates to the recognition of losses or gains arising on restatement of long-term foreign
currency monetary items in respect of accounting periods commencing on or after 1st April 2011. As stipulated in
the Notification, the Company has exercised the option to adopt the following policy irrevocably.

Long term foreign currency monetary items are translated at the exchange rate prevailing on the balance sheet
date and the net exchange gain / loss on such conversion and on settlement of the liability, is adjusted to the cost of
the asset, where the long-term foreign currency monetary items relate to the acquisition of a depreciable capital
asset (whether purchased within or outside India), and depreciated over the balance life of the assets.

l) Treasury Shares:
Pursuant to the Scheme of Amalgamation of Fame India Limited (‘Fame’) and its subsidiaries with the Company (refer
note no. 31), equity shares of the Company have been issued to INOX Benefit Trust (the Trust) against the equity
shares of Fame held by the Company. These shares are recognised as Interest in INOX Benefit Trust at the amount

101
Notes to the standalone
financial statements for the year ended 31st March 2016

of consideration paid by the Company to acquire the shares of erstwhile Fame. These shares of the Company held
by INOX Benefit Trust are classified and are presented as a deduction from Shareholders’ Funds. Difference between
the cost and the amount received at the time sale of shares by the Trust, is recorded separately as ‘Reserve on Sale of
Treasury Shares’ under Reserve and Surplus.
 
m) Provisions and Contingent Liabilities:
A provision is recognized when the Company has a present obligation as a result of past event and it is probable that an
outflow of resources will be required to settle the obligation and in respect of which a reliable estimate can be made.
A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but
probably will not, require an outflow of resources. When there is possible obligation or a present obligation in respect
of which the likelihood of outflow of resource is remote, no provision or disclosure is made.

n) Use of Estimates:
The preparation of financial statements in conformity with Indian GAAP requires the management to make judgements,
estimates and assumptions that affect the reported balances of assets and liabilities and disclosure of contingent
liabilities, at the end of the accounting year and reported amounts of revenue and expenses during the year. Although
these estimates are based on the management’s best knowledge of current events and actions, uncertainty about
these assumptions and estimates could result in outcomes requiring a material adjustment to the carrying amounts of
assets or liabilities in future periods.

4. SHARE CAPITAL
(` in Lakh)
Particulars 31 Mar 2016
st
31 Mar 2015
st

Authorised Capital
14,60,50,000 (Previous year 14,00,50,000) equity shares of ` 10/- each 14,605.00 14,005.00
10,000 preference shares of Rs 10/- each 1.00 1.00
14,606.00 14,006.00
For increase in Authorised Capital pursuant to scheme of amalgamation -
see note no. 30
Issued, subscribed and fully paid up shares
9,64,57,754 equity shares of ` 10/- each 9,645.78 9,645.78
Less: 2,95,001 Equity Shares of ` 10/- each, issued to ESOP Trust but not allotted to
employees (see note no. 35) 29.50 29.50
Adjusted Issued, subscribed and paid-up Capital 9,616.28 9,616.28

a) Reconciliation of the equity shares outstanding at the beginning and at the end of the reporting period
(` in Lakh)
Particulars 31 Mar 2016
st
31 Mar 2015
st

Nos. Amount Nos. Amount

At the beginning of the year 96,162,753 9,616.28 96,146,174 9,614.62
Add: Issued during the year under ESOP - - 16,579 1.66
96,162,753 9,616.28 96,162,753 9,616.28
Less: Interest in INOX Benefit Trust -
shares of Company held by the Trust (see note no. 31) 4,350,092 435.01 4,350,092 435.01
91,812,661 9,181.27 91,812,661 9,181.27

b) Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of `10 per share. Each shareholder is eligible for one vote
per share held. The dividend proposed by the Board of Directors is subject to approval of the shareholders in the Annual General
Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets
of the Company, in proportion to their shareholding.
 Annual Report
15
16
Notes to the standalone
financial statements for the year ended 31st March 2016

c) Equity shares held by holding / ultimate holding company

(` in Lakh)
Particulars 31 Mar 2016
st
31 Mar 2015
st

Nos. Amount Nos. Amount

Gujarat Fluorochemicals Limited (holding company) 46,386,467 4,638.65 46,386,467 4,638.65
INOX Leasing & Finance Limited (ultimate holding company) 587,461 58.75 587,461 58.75

The shareholders of the Company have passed a resolution at the Annual General Meeting held on 23rd August 2013 amending
the Articles of Association of the Company entitling Gujarat Fluorochemicals Limited (GFL) to appoint majority of directors on
the Board of the Company if GFL holds not less than 40% of the paid-up equity capital of the Company and accordingly, the
Company is a subsidiary of GFL.

d) Shares issued for consideration other than cash during the period of five years immediately preceding the reporting date:
During the year ended 31st March 2014, 3,45,62,206 shares of ` 10 each, fully paid-up, were issued to the shareholders of
erstwhile Fame India Limited, pursuant to the Scheme of Amalgamation.

e) Details of shareholders holding more than 5% equity shares in the Company

(` in Lakh)
Particulars 31 Mar 2016
st
31 Mar 2015
st

Nos. % Nos. %
Gujarat Fluorochemicals Limited 46,386,467 48.09% 46,386,467 48.09%

f) Shares reserved for issue under options

For details of shares reserved for issue under the employee stock option (ESOP) plan of the Company, see note no. 35.

5. RESERVES & SURPLUS

(` in Lakh)
Particulars 31st Mar 2016 31st Mar 2015
Capital redemption reserve
Balance as per last Balance Sheet 0.10 0.10
Securities Premium Account
Balance as per last Balance Sheet 25,766.91 25,766.91
Add: Addition on amalgamation (see note no. 30) 2,340.45 -
Balance as at the end of the year 28,107.36 25,766.91
Less: Premium on shares issued to ESOP Trust but not allotted to employees 14.75 14.75
Net balance at the end of the year 28,092.61 25,752.16
Employee Stock Options Outstanding
Balance as per last Balance Sheet - 6.32
Less: On account of options granted/lapsed/exercised and amortisation of value of stock
options (net) - (6.32)
Balance as at the end of the year - -
Amalgamation Reserve
Balance as per last Balance Sheet 750.66 750.66
Less: Deduction on account of amalgamation (see note no. 30) (750.66) -
Balance as at the end of the year - 750.66
General Reserve
Balance as per last Balance Sheet 5,400.00 5,400.00
Add: Addition on amalgamation (see note no. 30) 100.00 -
Less: Deduction on account of amalgamation (see note no. 30) (2,717.45) -
Balance as at the end of the year 2,782.55 5,400.00

103
Notes to the standalone
financial statements for the year ended 31st March 2016

(` in Lakh)
Particulars 31st Mar 2016 31st Mar 2015
Other Reserve
Reserve on sale of Treasury Shares (see note no. 31)
Balance as per last Balance Sheet 14,872.93 (458.34)
Profit on sale of treasury shares during the year - 15,331.27
Less: Deduction on account of amalgamation (see note no. 30) (14,872.93) -
Balance as at the end of the year - 14,872.93
Surplus in the Statement of Profit and Loss
Surplus as per last Balance Sheet 14,965.92 13,002.00
Less : Adjustment on account of carrying amount of fixed assets as at 1st April 2014 - (512.56)
(see note no. 34)
Less: On account of amalgamation (see note no. 30) (844.60)
Add: Profit for the year 7,764.44 2,476.46
Balance as at the end of the year 21,885.76 14,965.90
Total 52,761.02 61,741.75

6. LONG-TERM BORROWINGS
(` in Lakh)
31 Mar 2016
st
31 Mar 2015
st

Term loans from banks (secured) 7,942.56 6,400.12

Loans & advances from related parties (unsecured) - see note no. 49
Inter-corporate deposits - from holding company 16,249.00 16,249.00
Total borrowings 24,191.56 22,649.12
Less: Current maturities disclosed under the note no. 12 "Other current liabilities" (2,498.56) (2,598.56)
Total 21,693.00 20,050.56

Nature of Security and terms of repayment for secured borrowings:

a) Term loans from Axis Bank amounting to ` 3,942.56 Lakh (previous year ` 6,400.11 Lakh) carry interest @ bank base rate
+ 0.25 % p.a. which presently is 9.70%. The loans are secured by mortgage of immovable property situated at Vadodara
and Anand and first exclusive charge on all movable fixed assets and current assets of the new multiplexes/property financed
by the said term loans and escrow of entire cash flows relating to such multiplexes. The repayment schedules are as under:

Particulars Outstanding Repayment terms
Amount (` in Lakh)
Term Loan 1 1,498.56 Repayable in 16 equal quarterly instalments of ` 374.64 Lakh each
beginning from 30th June 2013
Term Loan 2 2,444.00 Repayable in 16 equal quarterly instalments of ` 250.00 Lakh each
beginning from 1st October 2014

b) Term loans from HDFC Bank amounting to ` 4,000.00 Lakh (previous year ` Nil) carry interest @ bank base rate which
presently is 9.30% and is secured by mortgage of immovable property situated at Mumbai and first exclusive charge on
all movable fixed assets of the new multiplexes/property financed by the said term loan. The loan is repayable in 16 equal
quarterly instalments beginning from 30th June, 2017.

 Annual Report
15
16
Notes to the standalone
financial statements for the year ended 31st March 2016

Terms of repayment for unsecured borrowings:

The inter-corporate deposits are repayable in 6 to 8 years from the date of respective deposits and carry interest @ 10%.

7. DEFERRED TAX LIABILITIES (NET)
(` in Lakh)
Particulars 31st Mar 2016 31st Mar 2015
Deferred tax liabilities
On account of difference between book and tax depreciation 1,473.96 3,047.09
Total liabilities 1,473.96 3,047.09
Deferred tax assets
Expenditure allowable on payment basis under Income-tax Act, 1961 765.46 661.72
Amalgamation expenses 35.38 50.53
Provision for doubtful debts and advances 87.28 25.97
Total assets 888.12 738.22
Net deferred tax liabilities 585.84 2,308.87

8. OTHER LONG-TERM LIABILITIES

(` in Lakh)
Particulars 31st Mar 2016 31st Mar 2015
Security deposits received 159.17 111.98
Retention money 76.20 45.70
Creditors for capital expenditure - 257.55
Total 235.37 415.23

9. PROVISIONS
(` in Lakh)
Particulars Long-term Short-term
31st Mar 2016 31st Mar 2015 31st Mar 2016 31st Mar 2015
For employee benefits (see note no. 48)
Gratuity 565.26 388.27 67.93 66.94
Leave benefits 212.70 152.90 87.66 73.86
For expenses (see note no. 51)
Municipal tax - - 235.80 183.00
MVAT - - - 39.38
Service tax - - 1,042.44 1042.44
For Taxation (net of payments) - - 209.06 85.20
Total 777.96 541.17 1,642.89 1490.82

10. SHORT TERMS BORROWINGS

(` in Lakh)
Particulars 31st Mar 2016 31st Mar 2015
Loans repayable on demand from banks (secured)
- Bank overdraft 2,512.65 1,410.06
Total 2,512.65 1,410.06

105
Notes to the standalone
financial statements for the year ended 31st March 2016

a) Bank overdraft is secured against first charge on the entire current assets of the Company, both present and future; and
extension of first charge by way of mortgage of property at Vadodara and Anand, Gujarat.

b) The Company had raised short term funds by issue of Commercial Papers (CP). Discount on CP varied between 7.55% to
8.05% and maximum balance outstanding during the year was ` 3,000 Lakh (previous year ` 32,000 Lakh).

11. TRADE PAYABLES
(` in Lakh)
Particulars 31st Mar 2016 31st Mar 2015
Trade payables
- Dues to Micro and Small Enterprises (see note no. 53) 5.39 1.80
- Dues to others 7,273.53 6,686.69
Total 7,278.92 6,688.49

12. OTHER CURRENT LIABILITIES

(` in Lakh)
Particulars 31 Mar 2016
st
31 Mar 2015
st

Current maturities of long-term debt (from note no. 6) 2,498.56 2,598.56

Interest accrued and due on borrowings 38.48 65.70
Interest accrued but not due on long term liabilities 2.61 4.40
Income received in advance 762.21 681.85
Unclaimed dividend (see note below) - 2.15
Advances from customers 543.54 518.57
Statutory dues and taxes payable 1,296.61 807.54
Creditors for capital expenditure 1,449.82 3,205.31
Payable towards purchase of shares of erstwhile Satyam Cineplexes Ltd. 363.92 425.22
Retention money 310.25 246.75
Security deposits 163.54 198.99
Dues to employees 351.44 528.19
Other payables 1,071.06 527.29
Total 8,852.04 9,810.52

Note:  In respect of amounts mentioned under unclaimed dividends, the actual amount to be transferred to the Investor
Education and Protection Fund shall be determined on the due date.

 13. FIXED ASSETS
(` in Lakh)
PARTICULARS GROSS BLOCK DEPRECIATION/AMORTIZATION NET BLOCK
As at On Additions Other Adjustments Deductions As at As at On For the Deductions As at As at As at
1st Apr Amalga- 31st Mar 1st Apr Amalga- Adjustments year 31st Mar 31st Mar 31st Mar
2015 mation (*) Exchange Borrowing 2016 2015 mation (*) (*) 2016 2016 2015
Fluctuations Costs
a) Tangible Assets
Land (Freehold) 2,669.66 - - - - - 2,669.66 - - - - - - 2,669.66 2,669.66
Land (Leasehold) 367.58 - - - - - 367.58 58.83 - - 8.53 - 67.36 300.22 308.75
Buildings (*) 13,578.97 - 193.08 - - - 13,772.05 2,433.57 - - 233.64 - 2,667.21 11,104.84 11,145.40
Leasehold improvements 25,616.71 2,576.66 2,425.55 - 22.01 349.19 30,291.74 10,521.76 382.71 - 2,062.36 227.53 12,739.30 17,552.44 15,094.95
Plant & equipment 32,441.80 3,060.79 3,522.25 85.50 18.67 262.12 38,866.89 12,055.38 1,214.07 - 3,206.07 163.64 16,311.88 22,555.01 20,386.42
Furniture & fixtures 8,772.60 974.46 1,585.48 - 10.94 358.47 10,985.01 4,585.18 428.47 - 1,293.28 249.27 6,057.66 4,927.35 4,187.42
Vehicles 163.26 14.81 - - - 7.35 170.72 58.60 4.48 - 24.81 2.43 85.46 85.26 104.66
Office equipments 5,217.19 1,339.69 942.03 18.17 - 201.13 7,315.95 3,140.64 601.05 - 975.50 197.35 4,519.84 2,796.11 2,076.55
Sub-total 88,827.77 7,966.41 8,668.39 103.67 51.62 1,178.26 104,439.60 32,853.96 2,630.78 - 7,804.19 840.22 42,448.71 61,990.89 55,973.81
Notes to the standalone

b) Intangible Assets
Goodwill - - 1,750.00 - - - 1,750.00 - - - 127.53 - 127.53 1,622.47 -
Software 774.79 134.14 951.78 - - 28.15 1,832.56 557.97 57.79 - 55.09 28.16 642.69 1,189.87 216.82
Web site 47.70 - - - - - 47.70 1.70 - - 9.54 - 11.24 36.46 46.00
Movie Script 155.50 - - - - - 155.50 101.07 - - 32.41 - 133.48 22.02 54.43
Sub-total 977.99 134.14 2,701.78 - - 28.15 3,785.76 660.74 57.79 - 224.57 28.16 914.94 2,870.82 317.25
Total 89,805.76 8,100.55 11,370.17 103.67 51.62 1,206.41 108,225.36 33,514.70 2,688.57 - 8,028.76 868.38 43,363.65 64,861.71 56,291.06
Previous year 84,368.26 - 5,433.75 171.30 93.27 260.82 89,805.76 25,756.33 - 776.56 7,146.09 164.28 33,514.70
financial statements for the year ended 31st March 2016

Notes:
1. Addition on amalgamation includes: Gross Block (` in Lakh)
(a) Assets of Satyam Cineplexes Limited as on 8/8/2014 viz. the appointed date of amalgamation (see note no. 30) 7,433.68
(b) Assets acquired by Satyam Cineplexes Limited during the period from 8/8/2014 to 31/3/2015 666.87
Total 8,100.55
2. For adjustments in depreciation/amortization during the previous year, see note no. 34
Annual Report

107
16
15
Notes to the standalone
financial statements for the year ended 31st March 2016

14. CAPITAL WORK-IN-PROGRESS

(` in Lakh)
Particulars 31st Mar 2016 31st Mar 2015
Capital work-in-progress 4,358.73 3,911.50
Pre-operative expenditure pending allocation 1,214.10 1,115.93
Total 5,572.83 5,027.43

Pre-operative expenditure pending allocation

Opening Balance 1,115.93 757.37
Add: On Amalgamation 80.24 -
1,196.17 757.37
Add: Expenses incurred during the year
Salaries and wages 397.00 295.92
Contribution to Provident and other funds 19.67 17.42
Staff Welfare 5.65 3.37
Legal & Professional fees and expenses 192.59 387.18
Travelling & Conveyance 265.44 353.22
Insurance (net) 1.53 1.42
Power & Fuel 14.56 44.55
Communication Expenses 3.67 5.25
House keeping expenses 0.11 6.94
Outsourced Personnel Cost 8.38 24.49
Security expenses 81.84 69.12
Miscellaneous Expenses 29.27 71.27
Borrowings costs 8.76 123.99
1,028.47 1,404.14
Less: Pre-operative Income earned during the year
Miscellaneous Income 2.40 12.15
2,222.24 2,149.36
Less: Capitalised/reclassified during the year 1,008.14 1,033.43
Closing balance 1,214.10 1,115.93

15. (a) NON-CURRENT INVESTMENTS

(At cost and unquoted)
(` in Lakh)
Particulars 31st Mar 2016 31st Mar 2015
a) Investment in subsidiaries (trade investment)
(in fully paid up equity shares of ` 10 each)
Nil (previous year 45,95,533) equity shares of Satyam Cineplexes Limited - - 18,800.59
Amalgamated during the year - see note no. 30
14,00,000 (previous year 1,50,000) equity shares of Shouri Properties Private 140.00 15.00
Limited
b) Investments in joint venture (trade investment)
10,15,000 equity shares of Swanston Multiplex Cinemas Private Limited 279.52 279.52
Less: Provision for diminution in value of investment (279.52) (279.52)
- -
 Annual Report
15
16
Notes to the standalone
financial statements for the year ended 31st March 2016

(` in Lakh)
Particulars 31st Mar 2016 31st Mar 2015
c) Investments in government securities (non-trade investment)
National Savings Certificates 118.03 108.88
(Pledged with Government authorities and held in the name of directors/ex-
director/employees )
Less: Current portion disclosed in note no. 15(b) (7.50) (39.48)
110.53 69.40

Total 250.53 18,884.99

15. (b) CURRENT INVESTMENTS (At cost and unquoted)

a) Investment in mutual funds
(Non-trade, unquoted, at lower of cost and fair value)

Particulars Face Value Nos. As at Nos. As at 31st Mar 31st Mar

` 31st Mar 31st Mar 2016 2015
2016 2015
Taurus Liquid Fund-Regular Plan-Super Inst 1,000 15,320 39,945 250.00 601.89
Growth
HDFC Liquid Fund-Growth 1,000 8,414 - 250.00 -
Birla Sun Life Cash Plus-Growth-Regular Plan 100 414,681 - 1,001.00 -
1,501.00 601.89
b) Current portion of non-current Investment - 7.50 39.48
from note no. 15(a)
1,508.50 641.37

16. LONG-TERM LOANS AND ADVANCES

(unsecured, considered good, unless otherwise stated)
(` in Lakh)
Particulars 31st Mar 2016 31st Mar 2015
Capital advances 65.30 55.03
Security deposits
- Considered good 11,693.99 9,171.52
- Considered doubtful 311.88 311.88
12,005.87 9,483.40
Advances recoverable in cash or in kind
- Considered good 993.14 565.18
- Considered doubtful 84.77 -
1,077.91 565.18
Entertainment Tax refund claimed 3,335.01 2,920.81
Income Tax paid (net of provision) 228.79 294.27
MAT credit entitlement 2,571.44 2,956.22
Electricity charges refund claimed - see note no. 37(i) 389.83 389.83
19,674.15 16,664.74
Less: Provision for doubtful advances & deposits 396.65 311.88
Total 19,277.50 16,352.86

109
Notes to the standalone
financial statements for the year ended 31st March 2016

17. OTHER NON-CURRENT ASSETS

(unsecured, considered good, unless otherwise stated)
(` in Lakh)
Particulars 31st Mar 2016 31st Mar 2015
Non-current bank balances (from note no. 20) 150.47 173.73
Amount recoverable towards claim - see note no. 37(a) 932.44 -
Interest accrued:
on long term investments 21.76 12.60
on bank fixed deposits 14.61 6.40
others 161.72 157.16
Total 1,281.00 349.89

18. INVENTORIES
(for basis of valuation - see note no. 3(f))
(` in Lakh)
Particulars 31st Mar 2016 31st Mar 2015
Food & beverages 422.09 468.77
Stores, spares & fuel 262.78 220.66
Total 684.87 689.43

19. TRADE RECEIVABLES

(unsecured, considered good, unless otherwise stated)
(` in Lakh)
Particulars 31st Mar 2016 31st Mar 2015
Considered Good
Outstanding for a period exceeding six months 1,779.91 1,416.03
Others 3,569.91 4,236.61
Considered Doubtful 5,349.82 5,652.64
Outstanding for a period exceeding six months 252.18 76.42
5,602.00 5,729.06
Less: Provision for doubtful trade receivables 252.18 76.42
Total 5,349.82 5,652.64

20. CASH & BANK BALANCES

(` in Lakh)
31st Mar 2016 31st Mar 2015
Cash and cash equivalents
Balances with banks
In current accounts 2,012.81 702.54
Cash on hand 230.17 190.70
Total cash and cash equivalents 2,242.98 893.24
Other bank balances
in Unpaid dividend accounts - 2.15
Deposits with original maturity for more than 3 months but less than 12 months 310.59 298.61
Deposits with original maturity for more than 12 months 285.40 197.37
Total other bank balances 595.99 498.13
Total cash and bank balances 2,838.97 1,391.37
Less: Amount disclosed under note no. 17 "Other non-current assets" (150.47) (173.73)
Total 2,688.50 1,217.64
Other bank balances include margin money deposits given as security as under:
Deposits with original maturity for more than 3 months but less than 12 months 21.72 28.06
Deposits with original maturity for more than 12 months 285.40 197.37
307.12 225.43
 Annual Report
15
16
Notes to the standalone
financial statements for the year ended 31st March 2016

21. SHORT-TERM LOANS & ADVANCES

(unsecured, considered good, unless otherwise stated)
(` in Lakh)
Particulars 31st Mar 2016 31st Mar 2015
(a) Loans and advances to related parties (see note no. 49 & 50)
Inter-corporate deposits to a subsidiary company - 4,580.11
(b) Others
Prepaid expenses 321.98 213.32
Security Deposits 31.21 20.86
Balance in cenvat credit account 26.15 20.13
Advances recoverable in cash or in kind 200.81 184.04
Advances to suppliers
- Considered good 486.81 505.92
- Considered doubtful 35.81 -
522.62 505.92
Less: Provision for doubtful advances 35.81 -
486.81 505.92
Total 1,066.96 5,524.38

22. OTHER CURRENT ASSETS

(` in Lakh)
Particulars 31st Mar 2016 31st Mar 2015
Fixed assets held for disposal 116.15 131.14
Interest accrued
on bank fixed deposits 6.40 4.19
on long term investments 4.54 19.52
others 19.68 20.23
Total 146.77 175.08

23. REVENUE FROM OPERATIONS

(` in Lakh)
2015-2016 2014-2015
a) Sale of services
Box office revenue 90,493.77 62,593.03
Conducting fees 1,982.51 1,689.76
Advertising income 9,101.32 7,829.15
Management fees 254.44 205.58
Parking charges 129.26 126.88
101,961.30 72,444.40
b) Sale of products
Food & beverages 26,563.14 17,868.56
Sale of power 6.20 6.81
26,569.34 17,875.37
c) Refund of entertainment tax for earlier years (see note no. 38(b)) - 616.74
d) Other operating revenue 4,737.94 4,432.08
Total 133,268.58 95,368.59

111
Notes to the standalone
financial statements for the year ended 31st March 2016

24. OTHER INCOME

(` in Lakh)
Particulars 2015-2016 2014-2015
Interest
On bank fixed deposits 47.43 44.63
On long-term investments 10.66 10.85
On income-tax refunds 35.12 27.89
On Inter-corporate deposits 5.29 337.40
Other interest 45.02 78.51
143.52 499.28
Gain on sale of current investments 143.06 376.57
Liabilities and provisions, no longer required, written back 121.33 219.99
Bad debts/deposits written off recovered 18.00 8.43
Miscellaneous income 6.53 0.28
Total  432.44 1,104.55

25. EXHIBITION COST

(` in Lakh)
Particulars 2015-2016 2014-2015
Distributors' share 31,479.39 22,372.05
Other exhibition cost 964.33 666.96
Share of joint venture investors (see note below) 86.27 51.17
Total 32,529.99 23,090.18

The Company has entered into joint venture agreements for management of multiplex operations for few multiplexes / single
screen theatres. These joint venture investors do not have any control over these operations.

26. COST OF FOOD AND BEVERAGES

(` in Lakh)
Particulars 2015-2016 2014-2015
Opening Stock 468.77 486.71
Add: Addition on amalgamation (see note no. 30) 34.87 -
Add: Purchases 6,529.15 4,591.56
7,032.79 5,078.27
Less: Closing stock 422.09 468.77
Cost of food and beverages 6,610.70 4,609.50

27. EMPLOYEE BENEFITS EXPENSE

(` in Lakh)
Particulars 2015-2016 2014-2015
Salaries and wages 6,452.48 5,244.90
Contribution to provident and other funds 453.51 370.73
Expense on ESOP (net) - 1.36
Gratuity 179.97 152.02
Staff welfare expenses 380.16 256.20
Total 7,466.12 6,025.21
 Annual Report
15
16
Notes to the standalone
financial statements for the year ended 31st March 2016

28. FINANCE COSTS

(` in Lakh)
Particulars 2015-2016 2014-2015
Interest on borrowings 2,264.58 2,362.41
Discounting charges on commercial papers 84.23 1,181.96
Interest on deferred credit 68.10 182.54
Other interest 10.11 54.80
Other borrowing costs 6.72 61.28
Total 2,433.74 3,842.99

29. OTHER EXPENSES

(` in Lakh)
Particulars 2015-2016 2014-2015
Outsourced personnel cost 3,599.45 2,590.55
Power & fuel 8,623.59 6,848.65
Water charges 233.63 139.20
Property rent and conducting fees 15,859.18 12,390.67
Common facility charges 4,850.91 3,905.38
Rates & taxes 739.76 702.35
Service tax 3,824.17 2,788.62
Travelling & conveyance 619.46 562.50
Communication expenses 390.19 302.61
Printing & stationery 465.21 359.89
Advertising & sales promotion 1,190.03 932.56
House keeping expenses 2,031.15 1,495.89
Security expenses 1,937.70 1,514.37
Repairs & maintenance - buildings 429.59 183.95
Repairs & maintenance - plant and equipments 2,148.62 1,216.43
Repairs & maintenance - others 764.50 320.64
Legal & professional fees & expenses 932.07 672.33
Directors' sitting fees 15.40 14.40
Insurance 145.95 129.60
Amalgamation expenses 30.19 12.43
Loss on retirement/disposal of fixed assets (net) 183.76 4.10
Provision for diminution in value of assets held for disposal 14.98 17.03
Bad debts and remissions 118.05 -
Deposits and advances written off 1.84 40.57
Provision for doubtful debts 175.77 23.06
Provision for doubtful advances and deposits 120.58 311.88
Net loss on foreign currency transactions and translation 23.60 2.35
Corporate Social Responsibility (CSR) expenditure - see note no. 52 5.00 45.31
Miscellaneous expenses 807.94 649.42
Total 50,282.27 38,176.74

113
Notes to the standalone
financial statements for the year ended 31st March 2016

30. ACQUISITION OF SATYAM CINEPLEXES LIMITED AND ITS AMALGAMATION WITH COMPANY
a. During the previous year, the Company had acquired 100% of the equity shares in Satyam Cineplexes Limited (“SCL”)
and consequently SCL had become a wholly owned subsidiary of the Company with effect from 8th August, 2014.
During the current year, pursuant to the Scheme of Amalgamation (“the Scheme”) under Section 391 to 394 of the
Companies Act 1956, sanctioned by the Hon’ble High Court of Delhi vide order dated 10th February 2016, SCL has
been amalgamated with the Company with effect from 8th August, 2014 (“the Appointed Date”). The Scheme has
become effective on 23rd March 2016 viz. the date on which the certified copy of the order of the Delhi High Court
sanctioning the Scheme is filed with the Registrar of Companies, Gujarat and Registrar of Companies, Delhi. The
Scheme has accordingly been given effect to in the accounts. Accordingly, all the movable and immovable properties
including plant and machinery, equipments, furniture, fixtures, vehicles, stocks and inventory, leasehold assets and
other properties, etc. and all the debts, liabilities, duties and obligations including contingent liabilities of SCL are
vested in the Company retrospectively with effect from 8th August, 2014. Since SCL was a wholly owned subsidiary of
the Company, no shares were issued on its amalgamation with the Company.
b. Nature of business of the amalgamating company: SCL was engaged in the business of operating multiplex cinema
theatres in India.
c. The amalgamation is accounted for under the “Pooling of Interest” method as prescribed in Accounting Standard (AS)
14 ‘Accounting for Amalgamation’, as notified under Section 133 of the Companies Act, 2013. Accordingly, the assets,
liabilities and reserves of SCL as at 8th August, 2014 have been recorded at their existing carrying amounts and in the
same form as at the date of amalgamation. The amount of share capital of SCL and investment held by the Company in
SCL is adjusted against each other and as per the Scheme, the difference has been adjusted against the Amalgamation
Reserve, Reserve on sale of Treasury Shares and General Reserve.

The effect of the Scheme as given in the accounts, in accordance with the Scheme, is summarized as under:
(` in Lakh)
Particulars
Assets
Fixed assets (net) and capital work-in-progress 5,560.69
Loans and advances and other assets 1,301.17
Inventories 80.20
Trade receivables 476.33
Cash and bank balances 306.38
Gross Assets 7,724.77
Liabilities
Deferred tax liabilities 128.78
Trade payables 3,823.16
Other liabilities and provisions 1,451.37
Gross liabilities 5,403.31
Net assets taken over 2,321.46
Less: Cost of Company’s investment in SCL 18,800.59
Excess of cost of Company’s investment in SCL over the net assets taken over 16,479.13
Add: Reserves and surplus of SCL on the appointed date recroded at their existing
carrying amounts
Securities Premium 2,340.45
General Reserve 100.00
Deficit in the Statement of Profit and Loss (578.54) 1,861.91
Sub-total 18,341.04
Adjusted against reserves of the Company as per the Scheme
Amalgamation Reserve 750.66
Reserve on sale of Treasury Shares 14,872.93
General Reserve 2,717.45 18,341.04
 Annual Report
15
16
Notes to the standalone
financial statements for the year ended 31st March 2016

d. The breakup of amount of deficit in the Statement of Profit and Loss on account of amalgamation is as under:
(` in Lakh)
Particulars
Deficit in the Statement of Profit and Loss on the appointed date (578.54)
Deficit for the period from 8th August 2014 to 31st March 2015 (453.06)
Reduction in provision for taxation for the year ended 31st March 2015 consequent to the amalgamation 187.00
of SCL
Net amount (844.60)

Summary of deficit for the period from 8th August 2014 to 31st March 2015 is as under:
(` in Lakh)
Particulars
Income
Revenue from operations 6,347.58
Other income 19.06
Total income 6,366.64
Expenses
Entertainment tax 748.73
Exhibition cost 1,843.57
Cost of food and beverages 345.41
Employee benefits expense 556.36
Finance costs 303.60
Depreciation and amortization expense 437.55
Other expenses 2,649.40
Total expenses 6,884.62
Loss before tax (517.98)
Less: Taxation
Deferred tax credit 5.18
Taxation credits pertaining to earlier years 59.74
Loss for the period, after tax (453.06)

e. As per the terms of the Scheme, the authorised share capital of SCL has been merged with that of the Company.

31. TREASURY SHARES

Pursuant to the Composite Scheme of Amalgamation of Company’s subsidiary Fame India Limited (“Fame”) and subsidiaries
of Fame with the Company, which was operative from 1st April 2012, the Company had allotted 3,45,62,206 equity shares
to the shareholders of the transferor companies on 10th July 2013, including 2,44,31,570 equity shares to INOX Benefit Trust
(“Trust”) towards shares held by Company in Fame. These shares (“Treasury Shares”) are held by the Trust exclusively for
the benefit of the Company.

In terms of Accounting Standard (AS 31) ‘Financial Instruments’ (which is not yet mandatory), internationally generally
accepted accounting practices and for more appropriate presentation of the financial statements, the Company’s interest
in the Trust (at cost), being akin to Treasury Shares, in accordance with their substance and economic reality, is deducted
from Shareholders’ Fund. Any profit or loss arising from sale of Treasury Shares by the Trust is being recorded separately as
‘Reserve on sale of Treasury Shares’ under Reserves and Surplus, being transactions relating to the capital of the Company.
Accordingly, during the previous year the profit of ` 15,331.27 Lakh on sale of 1,55,81,478 Treasury Shares was directly
recognised in ‘Reserve on sale of Treasury Shares’ under Reserves and Surplus.

The balance equity shares 43,50,092 of the Company, held by the Trust, being Treasury Shares, are excluded while computing
the Earnings Per Share.

115
Notes to the standalone
financial statements for the year ended 31st March 2016

32. ACQUISITION OF SHOURI PROPERTIES PRIVATE LIMITED

During the previous year, the Company has acquired 93.75% of the equity shares in Shouri Properties Private Limited
(“SPPL”) and consequently SPPL has become a subsidiary of the Company with effect from 24 November 2014. SPPL holds a
license to operate a multiplex cinema which is operated by the Company. During the current year, the Company has further
subscribed to 12,50,000 equity shares of SPPL. On allotment of these shares, the Company now holds 99.29% Equity Shares
of SPPL.

33. EXCEPTIONAL ITEMS:

(` in Lakh)
Particulars 2015-2016 2014-2015
Net value of assets written off in respect of one multiplex, the operations of which are 352.92 Nil
terminated during the year
Provision for additional bonus payable in respect of earlier year pursuant to retrospective 143.10 Nil
amendment made by The Payment of Bonus (Amendment) Act, 2015
Donation to an electoral trust and concerns affiliated to political parties Nil 60.00
Provision for diminution in the value of investment in a joint venture - Swanston Multiplex Nil (9.48)
Cinemas Private Limited, written back
Total 496.02 50.52

34. CHANGE IN THE ESTIMATE OF USEFUL LIFE OF FIXED ASSETS DURING THE YEAR ENDED 31st MARCH
2015:
During the previous year, the Company had adopted the useful lives of various fixed assets as specified in Schedule II of the
Companies Act, 2013, with effect from April 1, 2014, as against the useful lives adopted earlier as per Schedule XIV to the
Companies Act, 1956. The carrying amount of fixed assets, where the remaining useful life as at 1st April 2014 as per Schedule
II was Nil, aggregating to ` 512.56 Lakh (net of deferred tax credit of ` 264.00 Lakh), was recognized in the opening balance of
retained earnings in the previous year.

35. EMPLOYEES’ STOCK OPTION PLAN

In the year ended 31st March 2006, the Company had issued 500,000 equity shares of ` 10 each at a premium of ` 5 per share
to INOX Leisure Limited – Employees’ Welfare Trust (“ESOP Trust”) to be transferred to the employees of the Company under
the scheme of ESOP framed by the Company in this regard. The Company has provided finance of ` 75.00 Lakh to the ESOP
Trust for subscription of these shares at the beginning of the plan.

As per the Guidance Note on Accounting for Employee Share-based Payments issued by the Institute of Chartered Accountants
of India, shares allotted to the ESOP Trust but not transferred to employees is required to be reduced from Share Capital
and Reserves. Out of the 500,000 equity shares allotted to the Trust, 204,999 shares have been transferred to employees.
Accordingly, for the balance number of shares, the Company has reduced the Share Capital by the amount of face value of equity
shares and Share Premium Account by the amount of share premium on such shares. The Company has also given effect to the
above in the calculation of its Basic and Diluted earnings per share.

There are no outstanding stock options as at 31st March 2016.

The compensation costs of stock options granted to employees under the Employees’ Stock Option Plan were accounted by
the Company using the intrinsic value method. In accordance with the Guidance Note on Accounting for Employee Share-
based Payments issued by the Institute of Chartered Accountants of India, the accounting value of options was amortized over
the vesting period. Consequently, ‘Employee benefits expense’ in Note no. 27 includes ` Nil (previous year ` 1.36 Lakh) being
the amortization of employee compensation. Had the Company adopted fair value method in respect of options granted, the
employee compensation cost in the previous year would have been higher by ` 0.97 Lakh, profit before tax lower by ` 0.97 Lakh
and the basic and diluted earnings per share would have been lower by less than Re. 0.01.
 Annual Report
15
16
Notes to the standalone
financial statements for the year ended 31st March 2016

36. IN RESPECT OF TAXATION MATTERS

a) The Company’s contention that the amount of entertainment tax exemption availed for some of its multiplexes is a capital
receipt has been accepted by various appellate authorities and Hon’ble High Court of Judicature at Gujarat. Provision for
income tax, till the year ended 31st March 2015, was made on this basis, to the extent the entertainment tax exemption is
held as capital receipt for such multiplexes. The matter is presently pending before the Hon’ble Supreme Court.

b) In view of the assessment and appellate orders received by the Company, the tax liability for earlier years and the written
down value of fixed assets as per the Income-tax Act, 1961 is recomputed and consequential reduction in taxation of earlier
years is recognized in the Statement of Profit and Loss as under:
(` in Lakh)
Particulars 2015-2016 2014-2015
Income-tax - (267.10)
Deferred tax (1,486.00) -
MAT Credit entitlement (902.33) (585.41)
Total credit (2,388.33) (852.51)

37. CONTINGENT LIABILITIES:

a. Claims against the Company not acknowledged as debt – ` 7,358.26 Lakh (previous year ` 7,235.70 Lakh), comprising
of:
i. The Company had issued termination notice for one of its proposed multiplexes seeking refund of security deposit
and reimbursement of the cost of fit-outs incurred by the Company, aggregating to ` 932.44 Lakh. The party has
made a counter claim of ` 6,943.44 Lakh (previous year ` 6,943.44 Lakh) towards rent for lock in period and other
costs which is included in the amount above. At present the matter is pending before the Arbitrator and hence the
amount of ` 932.44 Lakh is carried forward as amount recoverable towards claim in ‘Other non-current assets’.
ii. In the arbitration proceedings in respect of termination notice of MOU for another proposed multiplex, the
arbitrator has awarded the matter against the Company and directed the Company to pay Rs 116.36 Lakh towards
rent for the lock in period, which is included in the amount above. Further, the arbitrator has also directed the
Company to pay the amount of difference between the rent payable by the Company as per the MOU and the
amount of actual rent received by the other party from their new tenant. The differential amount is presently not
determinable. The Company has challenged the arbitration award before the Hon’ble High Court of judicature at
Delhi and the same is pending.
iii. Other claims are by owners of the multiplex premises which are under negotiations with the respective parties.

b. Property Tax matters – ` 605.08 Lakh (previous year ` 569.72 Lakh)

The Company has disputed the quantum of property tax levied in case of one multiplex and the matter is pending
before Court of Small Causes and Hon’ble High Court of judicature at Bombay. Estimated provision for the same is
made by the Company – see Note no. 51.

c. Entertainment Tax matters – ` 2,937.69 Lakh (previous year ` 2,259.12 Lakh). This includes:
i. Demand of ` 2,199.71 Lakh (previous year ` 1,752.24 Lakh) in respect of some multiplexes pertaining to exemption
period and the Company is contesting the matter by way of appeal before appropriate authorities.
ii. Demand of ` 602.37 Lakh (previous year ` 477.34 Lakh) in respect of one multiplex where the eligibility for
exemption from payment of entertainment tax is rejected and the Company is contesting the matter by way of
appeal before appropriate authorities.
iii. Other demands are mainly in respect of levy of entertainment tax on service charges and convenience fee
collected.

117
Notes to the standalone
financial statements for the year ended 31st March 2016

d. Service Tax matters – ` 17,388.08 Lakh (previous year ` 4,826.40 Lakh). This includes:
i. Amount of ` 15,027.63 Lakh (previous year ` 3,234.28 Lakh) is in respect of levy of service tax on film distributors’
share paid by the Company and the matter is being contested by way of appeal/representation before the
appropriate authorities.
ii. Amount of ` 2,360.45 Lakh (previous year ` 1,502.00 Lakh) for which the Company has received a show cause
notice regarding levy of service tax on sale of food and beverages in multiplex premises the Company has filed
replies to these show cause notices.

e. Stamp duty matter – ` 263.81 Lakh (previous year ` 263.81 Lakh)

Authority has raised the demand for non-payment of stamp duty on Leave & License Agreement in respect of one of
the multiplexes, holding the same as lease transaction. Stay has been granted and the matter is pending before Board
of Revenue.

f. Custom duty matter – ` 4.36 Lakh (previous year ` 4.36 Lakh)

The Company has received a notice in respect of custom duty payable on import of cinematographic films. The
amount of duty is not quantified by the authorities and the company has filed an appeal before the Appellate Tribunal
and the same is pending hearing.

g. VAT matters – ` 261.87 Lakh (previous year ` 237.06 Lakh). This includes:
Demand of ` 237.06 Lakh (previous year ` 237.06 Lakh) pursuant to reassessment order for the year 2008-09. The
Company has filed an appeal and stay is granted on payment of ` 2 Lakh.

h. Income-tax matters – ` 235.64 Lakh (previous year ` 19.48 Lakh). This includes:
Assessment dues for assessment year 2013-14 of ` 216.16 Lakh (previous year ` Nil) and penalty levied for assessment
year 2010-11 of ` 19.48 Lakh (previous year ` 19.48 Lakh), which is being contested by the Company before appellate
authorities.

i. The Company may be required to charge additional cost of ` 389.83 Lakh (previous year ` 389.83 Lakh) towards
electricity from 1st June 2007 to 31st March 2010 pursuant to the increase in the tariff in case the appeal made with
Maharashtra Electricity Regulatory Commission ‘MERC’ by the Company through the Multiplex Association of India is
rejected and the case filed in the Supreme Court by one of the electricity supplier against the order of the Appellate
Tribunal for Electricity, dated 19th January 2009, for change in category, in favour of the appeal made by the Multiplex
Association of India is passed in favor of the electricity supplier. The Company has paid the whole amount to the
respective authorities under protest (which is included in ‘Long term loans and advances’)

j. Counter-guarantee given for bank guarantee taken by a subsidiary company for ` 1,088.59 Lakh (previous year `
751.90 Lakh)

In respect of above matters, no provision is considered necessary as the Company expects favourable outcome.
Further, it is not possible for the Company to estimate the timing of further cash outflows, if any, in respect of these
matters.

38. IN RESPECT OF ENTERTAINMENT-TAX EXEMPTION CLAIMED BY THE COMPANY AND ITS TREATMENT
IN THESE ACCOUNTS:
a. The Entertainment Tax exemption in respect of some of the multiplexes of the Company has been accounted on the
basis of eligibility criteria as laid down in the respective Schemes but is subject to final Orders yet to be received from
respective authorities. Accordingly, the Company has not charged ` 1,184.00 Lakh to the Statement of Profit and Loss
for the year ended 31st March, 2016 (previous year ` 923.57 Lakh) being the Entertainment Tax in respect of such
Multiplexes and cumulative amount as on 31st March, 2016 is ` 5,281.89 Lakh (previous year ` 4,575.19 Lakh).
 Annual Report
15
16
Notes to the standalone
financial statements for the year ended 31st March 2016

b. In respect of two multiplexes being operated by the Company in Uttar Pradesh: In view of the revised eligibility norms
notified during the previous year, these multiplexes became eligible for exemption from payment of entertainment
tax, w.e.f. the date of commencement of commercial operations. Accordingly, the amount of ` 616.74 Lakh, being
entertainment tax paid in respect of these two multiplexes in earlier years, was credited to the Statement of Profit and
Loss in the previous year.

39. The arbitration award in the matter of disputed recoveries pertaining to one of the multiplexes of the Company has been
received in favour of the Company and the arbitrator has further granted interest claimed on the unpaid amount at the rate
of 15% p.a. The Company has accordingly accounted interest of ` 4.56 Lakh (previous year ` 18.24 Lakh). Total amount
of interest receivable upto 31st March, 2016 is ` 170.91 Lakh (previous year ` 166.30 Lakh). The said award has been
challenged before the District Court and the matter is pending.

40. COMMITMENTS:
a. Capital commitments:
Estimated amounts of contracts remaining to be executed on capital account and not provided for, net of advances -
` 4,399.78 Lakh (previous year ` 1,772.30 Lakh).

b. Other commitments:
The exemption from payment of Entertainment Tax in respect of multiplexes of the Company, which are eligible for
such exemption, is subject to fulfillment of the terms and conditions of the respective State Government policies
issued in this regard. The amount of Entertainment Tax exemption availed so far by the Company, which is liable to
be paid if the relevant multiplex ceases operations prior to completing the minimum period of operations in terms
of the respective policies of the States – ` 14,293.47 Lakh (previous year ` 14,786.01 Lakh). Out of this, an amount
of ` 1,112.67 Lakh (previous year ` 1,012.64 Lakh) is included in para 37(c) above, being entertainment tax disputes
pertaining to exemption period.

41. The Company has, in May 2015, detected a fraud perpetrated by one of its employees in respect of travel bills from travel
agencies, who were otherwise booking air tickets for bona-fide travel undertaken by employees and other persons for and
on behalf of the Company. A confession statement has been given by the said employee. The Company has filed a First
Information Report (FIR) with the Police Station and terminated the services of the employee immediately. At present the
matter is under further investigation by the Police. The estimate of amount involved, as assessed by the Company, is ` 418.30
Lakh which has already been charged to the statement of profit and loss in respective years.

42. (a) Expenditure in foreign currency:

(` in Lakh)
Particulars 2015-2016 2014-2015
Travelling expenses 39.50 30.49
Interest on deferred credit 68.10 182.54

(b) Value of imports on CIF basis:

(` in Lakh)
Particulars 2015-2016 2014-2015
Capital goods 459.92 40.79
Materials 441.03 261.11

(c) All items of food and beverages are indigenously procured by the Company

119
Notes to the standalone
financial statements for the year ended 31st March 2016

43. Foreign currency exposures not hedged as at Balance Sheet date:

Particulars 31 Mar 2016 31 Mar 2015
(USD in Lakh) (USD in Lakh)
Creditors for capital goods 4.13 39.03
Interest outstanding on buyers credit 0.03 0.07

44. Legal and professional fees paid include:

(` in Lakh)
Particulars 31 Mar 2016 31 Mar 2015
a) Legal fees paid to firms/LLPs in which one of the directors is a partner 122.10 130.30
b) Professional fees paid to one of the directors 30.00 30.00
c) Payment to Auditors
Statutory Audit (including consolidated accounts) 22.50 17.50
Tax Audit and other audits under Income-tax Act 9.50 9.50
Limited Review & Corporate Governance Report 6.50 6.25
For taxation matters 2.50 2.75
Certification matters 3.30 2.68
Other mattes 3.00 -
Out of pocket expenses 0.09 0.19
Total 47.39 38.87

45. The Company’s significant leasing arrangements are in respect of :-

a. The Company is operating some of the multiplexes under operating lease / business conducting arrangement. These
arrangements are for an initial period of 9-25 years with a minimum lock-in period of 3-10 years and the agreements
provide for escalation after pre-determined periods. Lease payments of ` 15,764.21 Lakh (previous year ` 12,379.39
Lakh) are included in ‘Property Rent and Conducting Fees’ in Note no. 29 to the Statement of Profit and Loss.

The future minimum payments under these arrangements are as under:

(` in Lakh)
Particulars 2015-2016 2014-2015
Not later than one year 16,082.62 11,900.61
Later than one year and not later than five years 64,417.48 43,434.17
Later than five years 1,60,198.33 1,13,945.09
Total 2,40,698.43 1,69,279.87

b. In respect of operating leases for office premises/godowns: The arrangements range between 11 months to 36 months
and are usually renewable by mutual consent on mutually agreeable terms. Lease payments of ` 94.97 Lakh (previous
year ` 11.27 Lakh) are included in ‘Property Rent and Conducting Fees’ in Note no. 29 to the Statement of Profit and
Loss.
 
46. Interest in Joint Venture
The Company’s interests in Swanston Multiplex Cinemas Private Limited (‘SMCPL’), is accounted for in accordance with the
principles and procedures set out in Accounting Standard (AS 27) ‘Financial Reporting of Interests in Joint Ventures’ specified
in the Companies (Accounting Standards) Rules, 2006.

The interest in the joint venture is reported as non-current investment (refer note no. 15) and stated at cost, less provision
for diminution, other than temporary, in the value of investment. The Company has 50% ownership interest in SMCPL.
The Company’s share of each of the assets, liabilities, income and expenses, etc. (each without elimination of the effect
of transactions between the Company and the joint venture) related to its interests in the joint venture, based on audited
financial statements is:
 Annual Report
15
16
Notes to the standalone
financial statements for the year ended 31st March 2016

(` in Lakh)
Particulars 31 Mar 2016 31 Mar 2015
Assets 65.41 66.81
Liabilities 71.24 71.64

(` in Lakh)
Particulars 2015-2016 2014-2015
Income 0.01 15.20
Expenses 1.01 10.20

Company’s share of contingent liabilities in SMCPL is ` 5.60 Lakh (previous year ` 5.60 Lakh). The Company’s transactions
with SMCPL, being related party transactions, are included in Note no. 49.

47. Segment Information

The Company operates in a single business segment viz. theatrical exhibition. All activities of the Company are in India
(domestic market) and hence there are no reportable geographical segments.

48. Employee Benefits:

a) Defined Contribution Plans: Contribution to Provident Fund of ` 409.28 Lakh (previous year ` 331.47 Lakh) is
recognized as an expense and included in ‘Contribution to provident and other funds’ in the Statement of Profit and
Loss and ` 19.58 Lakh (previous year ` 17.35 Lakh) is included in pre-operative expenses.
b) Defined Benefit Plans: The amounts recognized in respect of Gratuity and Leave Encashment are as under:
(` in Lakh)
Particulars Gratuity Leave Encashment
2015-2016 2014-2015 2015-2016 2014-2015
1. Change in Benefit Obligation
Liability at the beginning of the year 455.21 344.01 183.50 143.10
Addition on account of amalgamation 53.47 - 26.93 -
Interest Cost 39.61 29.25 16.39 11.32
Current Service Cost 115.30 115.65 78.13 118.96
Benefit paid (55.45) (40.82) (49.63) (35.59)
Actuarial (Gain)/Loss 25.06 7.12 (12.39) (54.29)
Actuarial Liability at the end of the year 633.20 455.21 242.93 183.50
Add: Short term leave liability - - 57.43 43.26
Liability at the end of the year 633.20 455.21 300.36 226.76
2. Expenses recognized in the Statement of Profit and Loss
Current Service Cost 115.30 115.65 78.13 118.96
Interest Cost 39.61 29.25 16.39 11.32
Actuarial (Gain)/Loss 25.06 7.12 (12.39) (54.29)
Expenses recognized in the Statement of Profit and Loss 179.97 152.02 82.13 76.00
3. Actuarial Assumptions
Discount Rate 7.70% 7.77% 7.70% 7.77%
Salary Escalation Rate 7%
Retirement Age 58 years
Withdrawal Rates 10%
Mortality IALM (2006-08) Ultimate Mortality Table

121
Notes to the standalone
financial statements for the year ended 31st March 2016

(` in Lakh)
2015-16 2014-15 2013-14 2012-13 2011-12
4. Other disclosures: Experience adjustment
Gratuity
Present value of defined benefit obligation 633.20 455.21 344.01 270.35 152.95
Experience adjustment on plan liabilities – 22.07 (30.23) (7.75) (12.86) (9.09)
(gain)/loss
Leave Benefits
Present value of defined benefit obligation 242.93 183.50 143.10 151.68 72.66
Experience adjustment on plan liabilities – (13.54) (69.15) (87.20) (19.42) (25.05)
(gain)/loss

The above defined benefit plans are unfunded. The estimate of future salary increase, considered in actuarial valuation, take
account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.
 
49. Related Party Disclosure:
(i) Where Control Exists
a. Gujarat Fluorochemicals Limited – holding company
b. INOX Leasing & Finance Limited – ultimate holding company
c. Satyam Cineplexes Limited – subsidiary company w.e.f 8th August 2014 and subsequently amalgamated w.e.f. 8th
August 2014 – see note no. 30
d. Shouri Properties Private Limited – subsidiary company w.e.f. 24th November 2014
(ii) Other related parties with whom there are transactions:
Fellow Subsidiary
a. INOX Wind Limited – subsidiary of Gujarat Fluorochemicals Limited
Joint Venture
a. Swanston Multiplex Cinemas Private Limited
Key Management Personnel (KMP)
a. Mr. Pavan Kumar Jain – Director
b. Mr. Alok Tandon – Chief Executive Officer
Relatives of KMP
a. Mr. Vivek Kumar Jain – brother of Mr. Pavan Kumar Jain
b. Mr. Siddharth Jain - son of Mr. Pavan Kumar Jain
Enterprises over which a KMP, or his relative, has significant influence
a. INOX India Private Limited (earlier INOX India Limited)
 Annual Report
15
16
Notes to the standalone
financial statements for the year ended 31st March 2016

(iii) Particulars of transactions:-

(` in Lakh)
Particulars Holding/ Key Management Fellow subsidiaries / Enterprises over Total
ultimate holding Personnel (KMP) / Joint Venture which a KMP, or
and subsidiary relatives of KMP his relative, has
companies significant influence
A) Transactions during the year 2015-16 2014-15 2015-16 2014-15 2015-16 2014-15 2015-16 2014-15 2015-16 2014-15
1. Interest paid
Gujarat Fluorochemicals Limited 1,624.90 1,624.90 - - - - - - 1,624.90 1,624.90
INOX Leasing & Finance Limited - 108.58 - - - - - - - 108.58
Total 1,624.90 1,733.48 - - - - - - 1,624.90 1,733.48
2. Remuneration paid
Mr. Alok Tandon - - 93.96 97.65 - - - - 93.96 97.65
Total - - 93.96 97.65 - - - - 93.96 97.65
3. Interest received -
Satyam Cineplexes Limited N.A. 320.72 - - - - - - N.A. 320.72
4. Lease rental paid
Gujarat Fluorochemicals Limited 82.09 - - - - - - - 82.09 -
5. Reimbursement of expenses paid
Gujarat Fluorochemicals Limited 23.42 - - - - - - - 23.42 -
6. Sales and services
Gujarat Fluorochemicals Limited 4.58 4.86 - - - - - - 4.58 4.86
Satyam Cineplexes Limited N.A. 0.60 - - - - - - N.A. 0.60
INOX Wind Limited - - - - - 71.07 - - - 71.07
INOX India Private Limited - - - - - - 2.34 2.58 2.34 2.58
Total 4.58 5.46 - - - 71.07 2.34 2.58 6.92 79.11
7. Equipment Lease Rent Received N.A. 1.30 - - - - - - N.A. 1.30
Satyam Cineplexes Limited
8. Internet Sales Charges paid Satyam N.A. 32.04 - - - - - - N.A. 32.04
Cineplexes Limited
9. Advertisement Expenses paid Satyam N.A. 1.54 - - - - - - N.A. 1.54
Cineplexes Limited
10. Conducting Fees paid Shouri 354.69 107.44 - - - - - - 354.69 107.44
Properties Private Limited
11. Counter-guarantee given for bank 336.69 751.90 - - - - - - 336.69 751.90
guarantee taken by subsidiary
company Shouri Properties Private
Limited
12. Subscription towards equity shares 125.00 15.00 - - - - - - 125.00 15.00
Shouri Properties Private Limited
13. Reimbursement of expenses received N.A. 0.38 - - - - - - N.A. 0.38
Satyam Cineplexes Limited
14. Inter-corporate deposits repaid - 1,100.00 - - - - - - - 1,100.00
INOX Leasing & Finance Limited
15. Inter-corporate deposit given Satyam N.A. 4,580.11 - - - - - - N.A. 4,580.11
Cineplexes Limited
16. Share application money paid - - - - - 30.00 - - - 30.00
Swanston Multiplex Cinemas Pvt.
Ltd.
17. Share application money received - - - - - 45.00 - - - 45.00
back Swanston Multiplex Cinemas
Pvt. Ltd.
18. Provision for diminution in value - - - - - 9.48 - - - 9.48
of investment reversed Swanston
Multiplex Cinemas Pvt. Ltd.0
19. Sitting fees paid to director
Mr. Pavan Kumar Jain - - 1.40 1.20 - - - - 1.40 1.20
Mr. Vivek Kumar Jain - - 1.00 1.80 - - - - 1.00 1.80
Mr. Siddharth Jain - - 1.20 1.60 - - - - 1.20 1.60
Total - - 3.60 4.60 - - - - 3.60 4.60

123
Notes to the standalone
financial statements for the year ended 31st March 2016

(` in Lakh)
Particulars Holding/ Key Management Fellow subsidiaries / Enterprises over Total
ultimate holding Personnel (KMP) / Joint Venture which a KMP, or
and subsidiary relatives of KMP his relative, has
companies significant influence
B) Amounts outstanding 31 Mar 31 Mar 31 Mar 31 Mar 31 Mar 31 Mar 31 Mar 31 Mar 31 Mar 31 Mar
2016 2015 2016 2015 2016 2015 2016 2015 2016 2015
1. Inter-corporate deposit taken 16,249.00 16,249.00 - - - - - - 16,249.00 16,249.00
Gujarat Fluorochemicals Limited
2. Inter-corporate deposit given Satyam N.A. 4,580.11 - - - - - - N.A. 4,580.11
Cineplexes Limited
3. Trade receivables
INOX Wind Limited - - - - - 33.82 - - - 33.82
INOX India Private Limited - - - - - - 0.27. 0.37 0.27. 0.37
Total - - - - - 33.82 0.27. 0.37 0.27. 34.19
4. Trade payables
Gujarat Fluorochemicals Limited 0.93 - - - - - - - 0.93 -
Satyam Cineplexes Limited N.A. 54.23 - - - - - - N.A. 54.23
Total 0.93 54.23 - - - - - - 0.93 54.23
5. Counter-guarantee given for bank
guarantee taken by subsidiary
company
Shouri Properties Private Limited 1,088.59 751.90 - - - - - - 1,088.59 751.90
6. Security deposit given Shouri 79.07 79.07 - - - - - - 79.07 79.07
Properties Private Limited

50. (a) Additional disclosure as required by Listing Agreement in respect of loan given:
(` in Lakh)
Particulars 2015-2016 2014-2015
Name of loanee Satyam Cineplexes Limited
Amount of loan at the year end N.A. 4,580.11
Maximum balance during the year N.A. 4,580.11
Investment by the loanee in the shares of the Company N.A. Nil
Note: The loan was given to Satyam Cineplexes Limited (“SCL”) after it became a subsidiary on 8th August 2014.
Subsequently SCL is amalgamated with the Company w.e.f. 8th August 2014 (see note no. 30)
(b) Disclosure required under section 186(4) of the Companies Act, 2013
During the previous year, the Company had given a loan of ` 4,580.11 Lakh to Satyam Cineplexes Limited, after it
became a subsidiary on 8th August 2014. Subsequently SCL is amalgamated with the Company w.e.f. 8th August 2014
(see note no. 30). The unsecured loan carried interest @ 11.50%, was repayable on demand and was given for
general business purposes.
The Company has given a counter guarantee of ` 1,088.59 Lakh (previous year ` 751.90 Lakh) in respect of bank
guarantee taken by its subsidiary, Shouri Properties Private Limited. This bank guarantee is towards entertainment
tax exemption availed by the subsidiary. The Company has a leasing arrangement with this subsidiary and operates a
multiplex from the said location.
During the year, the Company had given an inter-corporate deposit of ` 100.00 Lakh to Deepa Bagla Financial
Consultants Pvt. Ltd for general business purpose and carried interest at 11% p.a.
51. Particulars in respect of provision for expenses
(` in Lakh)
Particulars 2015-2016 2014-2015
a) In respect of municipal taxes payable for one of its multiplexes
Opening Balance 183.00 200.20
Provided during the year 52.80 52.80
Paid during the year Nil 70.00
Closing balance 235.80 183.00
b) Towards MVAT
Opening Balance 39.38 39.61
Paid during the year 14.38 0.23
Reversed during the year 25.00 Nil
Closing balance Nil 39.38
 Annual Report
15
16
Notes to the standalone
financial statements for the year ended 31st March 2016

(` in Lakh)
Particulars 2015-2016 2014-2015
c) For service tax on renting of immovable properties
Opening Balance 1,042.44 1,042.44
Provided during the year Nil Nil
Paid during the year Nil Nil
Closing balance 1,042.44 1,042.44

52. Corporate Social Responsibility (CSR)

(a) The gross amount required to be spent by the Company during the year towards Corporate Social Responsibility
(CSR) is ` 68.03 Lakh (previous year ` 62.44 Lakh).
(b) Amount spent during the year on:
(` in Lakh)
Sr. No. Particulars In cash Yet to be paid Total
in cash
(i) Construction/acquisition of any fixed assets Nil Nil Nil
(Nil) (Nil) (Nil)
(ii) On purposes other than (i) above 5.00 Nil 5.00
Donations (45.31) (Nil) (45.31)
Note: Figures in brackets pertain to previous year.
53. Particulars of dues to Micro, Small and Medium Enterprises under Micro, Small and Medium Enterprises Development Act,
2006 (“MSMED Act”):
(` in Lakh)
Particulars 2015-2016 2014-2015
Principal amount due to suppliers under MSMED Act at the year end 5.39 1.80
Interest accrued & due to suppliers under MSMED Act on the above amount, unpaid at the year end 0.62 0.24
Payment made to suppliers (other than interest) beyond the appointed day during the year 31.25 19.99
Interest paid to suppliers under section 16 of MSMED Act during the year 0.00 0.00
Interest due & payable to suppliers under MSMED Act for payments already made 0.81 0.44
Interest accrued & remaining unpaid at the end of the year to supplier under 6.18 4.75
MSMED Act
The above information has been disclosed in respect of parties which have been identified on the basis of the information
available with the Company.
54. Prior period items included in ‘Miscellaneous expenses’: Reversal of sale of services - ` 142.71 Lakh (previous year ` Nil)
55. Calculation of Earnings per share :
(` in Lakh)
Particulars 2015-2016 2014-2015
Profit after tax as per Statement of Profit and Loss (` in Lakh) 7,764.46 2,476.46
Weighted average number of equity shares used in computing basic earnings per shares (nos.) 9,18,12,661 9,18,09,663
Weighted average number of equity shares used in computing diluted earnings per shares (nos.) 9,18,12,661 9,18,09,663
Basic earnings per share of ` 10/- each (`) 8.46 2.70
Diluted earnings per share of ` 10/- each (`) 8.46 2.70
Note: The shares of the Company held by INOX Benefit Trust (see note no. 31), being Treasury Shares, are excluded while
computing the weighted average number of shares.
As per our report of even date attached For INOX Leisure Limited
For Patankar & Associates
Chartered Accountants
S. S. Agrawal Siddharth Jain Deepak Asher Alok Tandon Upen Shah
Partner Director Director Chief Executive Officer Chief Finance Officer
Dhanraj Mulki
Company Secretary & Vice President Legal
Place: Pune Place: Mumbai
Date: 27th April, 2016 Date: 27th April, 2016

125
Independent Auditor’s Report
to the members of INOX Leisure Limited

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of INOX Leisure Limited (“the Holding Company”) and
its subsidiary (the Holding Company and its subsidiary together referred to as “the Group”) and a jointly controlled entity,
which comprise the Consolidated Balance Sheet as at 31st March 2016, the Consolidated Statement of Profit and Loss and the
Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other
explanatory information (“the consolidated financial statements”).

Management’s Responsibility for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms
of the requirements of the Companies Act, 2013 (“the Act”) that give a true and fair view of the consolidated financial position,
consolidated financial performance and consolidated cash flows of the Group including jointly controlled entity in accordance
with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the companies included
in the Group and a jointly controlled entity are responsible for maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Group and jointly controlled entity and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to
fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors
of the Holding Company, as aforesaid.

Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those
Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance
about whether the consolidated financial statements are free from material misstatement. 

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated
financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of
material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments,
the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated financial
statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit
also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates
made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial
statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on these
consolidated financial statements.

Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated
financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity
with the accounting principles generally accepted in India, of the state of affairs of the Group and its jointly controlled entity as at
31st March 2016, its consolidated profit and its consolidated cash flows for the year ended on that date.
 Annual Report
15
16
Independent Auditor’s Report
to the members of INOX Leisure Limited

Report on Other Legal and Regulatory Requirements

As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit of the aforesaid consolidated financial statements.
(b) In our opinion, proper books of account as required by law relating to preparation of the consolidated financial statements
have been kept so far as it appears from our examination of those books.
(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement
dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of
the consolidated financial statements.
(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section
133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2016
taken on record by the Board of Directors of the Holding Company and on the basis of reports of the statutory auditors of
its subsidiary and jointly controlled entity, none of the directors of the Group and jointly controlled entity are disqualified as
on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Group and the jointly controlled
entity and the operating effectiveness of such controls, refer to our separate report in Annexure.
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit
and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position
of the Group and its jointly controlled entity – see note no. 36 to the consolidated financial statements;
ii. The Group and its jointly controlled entity did not have any long term contracts including derivative contracts, for
which there were any material foreseeable losses; and
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection
Fund by the Holding Company. There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by its subsidiary and the jointly controlled entity.

For Patankar & Associates

Chartered Accountants
Firm’s Registration No. 107628W

S S Agrawal
Place: Pune Partner
Date: 27th April 2016 Membership No. 049051

127
Annexure to Independent Auditor’s Report

Annexure to Independent Auditor’s Report to the members of INOX Leisure Limited on the consolidated financial
statements for the year ended 31st March 2016 – referred to in paragraph (f) under the heading “Report on Other
Legal and Regulatory Requirements” of our report of even date.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,
2013 (“the Act”)
In conjunction with our audit of the consolidated financial statements of INOX Leisure Limited (hereinafter referred to as “the
Holding Company”) as of and for the year ended March 31, 2016, we have audited the internal financial controls over financial
reporting of the Holding Company and its subsidiary company and jointly controlled entity, which are companies incorporated
in India, as of that date.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding company and its subsidiary company and jointly controlled entity which are
companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal
control over financial reporting criteria established by the respective companies considering the essential components of internal
control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”)
issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and
maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct
of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable
financial information, as required under the Companies Act, 2013 (the “Act”).

Auditor’s Responsibility
Our responsibility is to express an opinion on the Holding Company’s, its subsidiary company’s and jointly controlled entity’s,
internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance
Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent
applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by
ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and
maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system
over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The
procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the
consolidated financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on
the Holding Company’s, and its subsidiary company’s and jointly control entity’s, internal financial controls with reference to
financial statements system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company's internal financial control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with authorisations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.
 Annual Report
15
16
Annexure to Independent Auditor’s Report

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk
that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

Opinion
In our opinion, the Holding Company and its subsidiary company and jointly controlled entity, which are companies incorporated
in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal
financial controls over financial reporting were operating effectively as at 31st March 2016, based on the internal control over
financial reporting criteria established by the Holding Company and its subsidiary and jointly controlled entity, considering the
essential components of internal control stated in the Guidance Note issued by ICAI.

For Patankar & Associates

Chartered Accountants
Firm’s Registration No. 107628W

S S Agrawal
Place: Pune Partner
Date: 27th April 2016 Membership No. 049051

129
Consolidated Balance Sheet
as at 31st March 2016

(` in Lakh)
Particulars Note As at As at
No. 31st Mar 2016 31st Mar 2015
I EQUITY AND LIABILITIES
1 Shareholders' Funds
(a) Share capital 4 9,616.28 9,616.28
(b) Reserves and surplus 5 52,726.66 61,269.79
(c) Interest in INOX Benefit Trust, at cost 31 (3,266.98) (3,266.98)
59,075.96 67,619.09
2 Non-Current Liabilities
(a) Long-term borrowings 6 21,693.00 20,050.56
(b) Deferred tax liabilities (net) 7 585.84 2,432.47
(c) Other long term liabilities 8 235.37 432.90
(d) Long-term provisions 9 777.96 613.40
23,292.17 23,529.33
3 Current Liabilities
(a) Short term borrowings 10 2,512.65 1,469.91
(b) Trade payables
(i) Dues to Micro and Small Enterprises 11 5.39 1.80
(ii) Dues to others 11 7,325.44 7,839.68
(c) Other current liabilities 12 8,872.01 10,140.50
(d) Short-term provisions 9 1,693.94 1,550.03
20,409.43 21,001.92
TOTAL 102,777.56 112,150.34
II ASSETS
1 Goodwill on Consolidation 41.85 16,520.98
2 Non-Current Assets
(a) Fixed assets
(i) Tangible assets 13 61,990.89 61,309.44
(ii) Intangible assets 13 2,870.82 393.60
(iii) Capital work-in-progress 14 5,572.83 5,107.66
70,434.54 66,810.70
(b) Non-current investments 15 110.53 70.63
(c) Long term loans and advances 16 19,384.32 18,130.23
(d) Other non-current assets 17 1,280.99 396.25
91,210.38 85,407.81
3 Current Assets
(a) Current investments 15 1,553.50 641.37
(b) Inventories 18 684.87 759.11
(c) Trade receivables 19 5,349.82 6,231.88
(d) Cash and bank balances 20 2,707.73 1,344.32
(e) Short-term loans and advances 21 1,082.65 1,068.06
(f) Other current assets 22 146.76 176.81
11,525.33 10,221.55
TOTAL 102,777.56 112,150.34
The accompanying notes are an integral part of the financial statements.
As per our report of even date attached For INOX Leisure Limited
For Patankar & Associates
Chartered Accountants
S. S. Agrawal Siddharth Jain Deepak Asher Alok Tandon Upen Shah
Partner Director Director Chief Executive Officer Chief Finance Officer
Dhanraj Mulki
Company Secretary & Vice President Legal
Place: Pune Place: Mumbai
Date: 27th April, 2016 Date: 27th April, 2016
 Annual Report
15
16
Consolidated statement of Profit and Loss
for the year ended 31st March 2016

(` in Lakh)
Particulars Note Year ended Year ended
No. 31st Mar 2016 31st Mar 2015
REVENUE
Revenue from operations 23 133,268.59 101,681.29
Other income 24 432.46 826.51
Total revenue 133,701.05 102,507.80

EXPENSES
Entertainment tax 17,380.94 12,145.12
Exhibition cost 25 32,529.99 24,932.44
Cost of food and beverages 26 6,610.68 4,954.91
Employee benefits expense 27 7,466.12 6,581.56
Finance costs 28 2,441.76 3,861.00
Depreciation & amortization expense 13 8,028.76 7,583.64
Other expenses 29 50,289.74 40,790.12
Total expenses 124,747.99 100,848.79

Profit before exceptional items and tax 8,953.06 1,659.01

Less: Exceptional items 32 496.02 60.00
Profit before tax 8,457.04 1,599.01
Tax expenses
Current tax 35(a) 3,457.00 839.00
Deferred tax (360.63) (332.61)
Taxation pertaining to earlier years 35(b) (2,388.33) (911.19)
708.04 (404.80)

Profit for the year 7,749.00 2,003.81

Earnings per equity share of ` 10 each (`) 50

Basic 8.44 2.18
Diluted 8.44 2.18
The accompanying notes are an integral part of the financial statements.

As per our report of even date attached For INOX Leisure Limited
For Patankar & Associates
Chartered Accountants
S. S. Agrawal Siddharth Jain Deepak Asher Alok Tandon Upen Shah
Partner Director Director Chief Executive Officer Chief Finance Officer
Dhanraj Mulki
Company Secretary & Vice President Legal
Place: Pune Place: Mumbai
Date: 27th April, 2016 Date: 27th April, 2016

131
Consolidated Cash Flow statement
for the year ended 31st March 2016

(` in Lakh)
Particulars Year ended Year ended
31st Mar 2016 31st Mar 2015
A Cash flow from operating activities
Net profit before tax 8,457.04 1,599.01
Adjustments for :
Depreciation and amortization expense 8,028.76 7,583.64
Loss of retirement/disposal of fixed assets (net) 326.66 4.89
Provision for diminution in value of assets held for disposal 14.98 17.03
Bad debts and remissions 118.05 -
Deposits and advance written off 211.85 40.57
Provision for doubtful debts 175.77 26.20
Provision for doubtful advances and deposits 120.58 311.88
Liabilities and provisions, no longer required, written back (121.33) (245.50)
Amortization of value of stock options - 1.36
Interest income (143.53) (188.77)
Gain on sale of current investments (143.06) (376.57)
Finance cost 2,441.75 3,861.00
Operating profit before working capital changes 19,487.52 12,634.74
Changes in working capital
Trade payables 248.40 335.43
Long-term provisions 164.56 140.19
Short-term provisions 20.05 (49.28)
Other current liabilities 42.24 (3,493.63)
Other long term liabilities (19.05) 15.79
Other non-current assets - (21.53)
Other current assets - (0.95)
Trade receivables 641.19 (2,339.63)
Inventories 74.24 180.02
Long-term loans and advances (2,201.37) (2,584.91)
Short-term loans and advances (13.31) 293.54
Cash generated from operations 18,444.47 5,109.78
Direct taxes paid (net) (1,539.61) (592.63)
Net cash generated from operating activities 16,904.86 4,517.15

B Cash flow from investing activities

Purchase of fixed assets (including change in Capital
work-in-progress, capital advances and pre-operative expenses) (12,249.22) (9,390.71)
Sale of fixed assets 11.44 93.05
Acquisition of intangible assets (2,701.78) (112.88)
Investment in subsidiary companies - (18,390.38)
Payment towards share purchase consideration payable (61.30) -
Purchase of other non-current investments (22.53) (14.20)
Redemption of other non-current investments 13.38 16.11
Purchase of current investments (14,207.00) (29,988.50)
Sale/redemption of current investments 13,405.95 30,018.05
Proceeds from sale of treasury shares - see note no. 31 - 27,033.18
Movement in bank fixed deposits with original maturity of
more than 3 months (net) (50.27) 171.66
Interest received 136.65 275.19
Net cash used in investing activities (15,724.68) (289.43)
 Annual Report
15
16
Consolidated Cash Flow statement
for the year ended 31st March 2016

(` in Lakh)
Particulars Year ended Year ended
31st Mar 2016 31st Mar 2015
C
Cash flow from financing activities
Shares issued under ESOP - 2.49
Repayment of Inter-corporate deposit - (1,100.00)
Proceeds from long term loans 4,141.00 2,618.00
Repayment of long term loans (2,598.56) (2,220.46)
Proceeds from short term borrowings (net) 988.63 (92.11)
Finance costs (2,468.97) (4,213.13)
Net cash generated from / (used in) financing activities 62.10 (5,005.21)
Net increase / (decrease) in cash and cash equivalents 1,242.28 (777.49)
Cash and cash equivalents at the beginning of the year 1,019.92 1,475.77
Add : Cash and cash equivalents on acquisition of subsidiaries - - 321.64
see note no 1(B)
Cash and cash equivalents at the end of the year 2,262.20 1,019.92
Notes:
1 The above Cash Flow Statement has been prepared and presented under the 'Indirect Method'.
2 Components of cash and cash equivalents are as per note no. 20.
3 The accompanying notes are an integral part of the financial statements.

As per our report of even date attached For INOX Leisure Limited
For Patankar & Associates
Chartered Accountants
S. S. Agrawal Siddharth Jain Deepak Asher Alok Tandon Upen Shah
Partner Director Director Chief Executive Officer Chief Finance Officer
Dhanraj Mulki
Company Secretary & Vice President Legal
Place: Pune Place: Mumbai
Date: 27th April, 2016 Date: 27th April, 2016

133
Notes to the consolidated financial statements
for the year ended 31st March 2016

1. CORPORATE INFORMATION
INOX Leisure Limited (“the Company”) is a public Company engaged in the business of operating & managing multiplexes
and cinema theatres in India. The shares of the Company are listed on the Bombay Stock Exchange and the National Stock
Exchange of India. The Company is a subsidiary of Gujarat Fluorochemicals Limited.

The Consolidated Financial Statements (“CFS”) relate to the company, its subsidiaries and a joint venture of the Company
(collectively referred to as the “Group”).

(A) Subsidiary companies and joint ventures considered in these consolidated financial statements are:
Subsidiaries:
Name of the Company Country of Proportion of ownership interest
incorporation As at 31st As at 31st
March 2016 March 2015
Satyam Cineplexes Limited (amalgamated with the Parent India N.A. 100%
Company – see para (B)(i)
Shouri Properties Private Limited India 99.29% 93.75%

Satyam Cineplexes Limited was engaged in the business of operating and managing multiplexes in India. Shouri
Properties Private Limited holds a license to operate a multiplex cinema theatre which is operated by the Company.

Joint Venture: The Parent Company has a Joint Venture interest of 50% in Swanston Multiplex Cinemas Private
Limited (‘SMCPL’), a company incorporated in India. As at 31st March, 2016 the Company has invested a sum of
` 279.52 lacs in the share capital of SMCPL. SMPCL was engaged in the business of operating a multiplex.

(B) Changes during the year:-

i) During the previous year, the Company had acquired 100% of the equity shares in Satyam Cineplexes Limited
(“SCL”) and consequently SCL had become a wholly owned subsidiary of the Company with effect from 8th August
2014. During the current year, pursuant to Scheme of Amalgamation (the “Scheme”) under Sections 391 to 394
of the Companies Act, 1956, sanctioned by the Hon’ble High Court of Delhi vide order dated 10th February, 2016,
SCL has been amalgamated with the Company with effect from 8th August, 2014 (the appointed date) and effect
of the amalgamation is given in these financial statements (see note no. 30)

ii) During the previous year, the Company had acquired 93.75% of the equity shares in Shouri Properties Private
Limited (“SPPL”) and consequently SPPL had become a subsidiary of the Company with effect from 24th November
2014. During the current year, the Company has further subscribed to 12,50,000 equity shares of SPPL. On
allotment of these shares, the Company now holds 99.29% Equity Shares of SPPL.

(C) Additional information as required under Schedule III of the Companies act, 2013:

(` in Lakh)
Net Assets, i.e., total assets Share in profit or loss
minus total liabilities
Name of the entity As % of Amount As % of Amount
consolidated consolidated
net assets profit or loss
Parent-INOX Leisure Limited 100.06% 59110.32 100.20% 7764.44
Indian Subsidiary – Shouri Properties Pvt Ltd. 0.12% 69.55 (-) 0.19% (14.44)
Joint Venture-Swanston Multiplex Cinemas Pvt. Ltd. (-) 0.01% (5.83) (-) 0.01% (1.00)
Consolidation eliminations/adjustments (-) 0.17% (98.08) Nil Nil
Grand total 100.00% 59075.96 100.00% 7749.00
Minority interest in subsidiaries Nil Nil Nil Nil
 Annual Report
15
16
Notes to the consolidated financial statements
for the year ended 31st March 2016

2. BASIS OF PREPARATION AND PRINCIPLES OF CONSOLIDATION :-

The CFS are prepared in accordance with Accounting Standard (AS) 21 “Consolidated Financial Statements” and Accounting
Standard (AS) 27 “Financial Reporting of Interest in Joint Ventures”, specified under Section 133 of the Companies Act, 2013,
read with Rule 7 of the Companies (Accounts) Rules, 2014.

The CFS have been prepared on the following basis.

a) The financial statements of the Company and its subsidiaries have been combined on a line by line basis by adding
together the book values of like items of assets, liabilities, income and expenses. Inter-company balances, inter-
company transactions and unrealised profits are fully eliminated. Unrealised losses resulting from Inter-company
transactions are eliminated unless cost cannot be recovered.
b) Interest in joint venture is reported using proportionate consolidation method.
c) Goodwill on consolidation represents excess of the cost to the parent of its investment in a subsidiary over the parent’s
portion of equity of the subsidiary, at the date on which investment in the subsidiary is made, and is recognized as an
asset in the consolidated financial statements. The Goodwill on consolidation is evaluated for impairment whenever
there is any indication that its carrying amount may have been impaired. When the cost to the parent of its investment
in a subsidiary is less than that the parent’s portion of equity of the subsidiary, the difference is treated as capital
reserve in the consolidated financial statements.
d) The CFS are prepared using uniform accounting policies for the like transactions and other events in similar
circumstances, except where it is not practicable to do so. The CFS are presented, to the extent possible, in the same
manner as the Parent Company’s separate financial statements.
e) The Minority interest in the net assets of consolidated subsidiaries consist of the amount of equity attributable to
minority at the date on which investment in subsidiary is made and the minority’s share of movement in equity since
the date the parent subsidiary relationship comes into existence. The losses applicable to the minority, to the extent
they exceed the minority interest in the equity of the subsidiary, are adjusted against the majority interest, until the
minority’s share of losses so absorbed by the majority has been recovered.

3. SIGNIFICANT ACCOUNTING POLICIES

a) Revenue Recognition:
Revenue from Box Office is recognized as and when the movie is exhibited. Revenue from Sale of Food & Beverages is
accounted at the point of sale. These revenues are net of refunds and complimentary. Conducting fees are in respect
of charges received from parties to conduct business from the Company’s Multiplexes and the revenue is recognized
as per the contractual arrangements. Advertisement income is recognized on exhibition of the advertisement or over
the period of contract, as applicable. Income from sale of power is recognized on the basis of actual units generated
and transmitted to the purchaser. Dividend income is recognised when the unconditional right to receive payment is
established. Income from interest on deposits, loans and interest-bearing securities is recognised on time proportion
basis.

b) Fixed Assets:
Fixed assets are carried at cost, as reduced by accumulated depreciation/amortization, except freehold land, which
is carried at cost. Cost comprises of purchase price / cost of construction, including non-refundable taxes or levies,
and any expenses attributable to bring the assets to its working condition for its intended use. Project pre-operative
expenses and expenditure incurred during construction period of multiplexes are capitalized to various eligible assets
in respective multiplexes. Borrowing costs directly attributable to acquisition or construction of qualifying fixed assets
are capitalised. In respect of accounting period commencing on or after 1 April 2011, consequent to the insertion of
para 46A in Accounting Standard of (AS 11): The Effects of Changes in Foreign Exchange Rates, cost of depreciable
capital assets include foreign exchange differences arising on translation of long term foreign currency monetary items.
Fixed assets retired from active use and held for sale are stated at the lower of their net book value and net realisable
value and are disclosed separately under current assets.

135
Notes to the consolidated financial statements
for the year ended 31st March 2016

c) Depreciation and amortization:

On tangible assets - cost of leasehold land is amortized over the period of lease. On other fixed assets, excluding
freehold land, depreciation is provided on straight-line basis as under:
I. On leasehold improvements, electrical installations & air conditioners in leased premises, over the period of useful
life on the basis of the respective agreements or the useful life as per Part C of Schedule II to the Companies Act,
2013, whichever is shorter.
II. On other fixed assets, on the basis of useful life as per Part C of Schedule II to the Companies Act, 2013

On intangible assets - cost of software is amortized over a period of three years in case of operating software and six years
in case of other software. Cost of goodwill and movie script acquired and cost of web-site developed is amortized over a
period of five year.

d) Impairment of assets:
Consideration is given at each balance sheet date to determine whether there is any indication of impairment of the
carrying amount of the Company’s asset. An impairment loss is recognized wherever the carrying amount of an asset
exceeds its recoverable amount. 

e) Investments:
Long-term investments are carried at cost. Provision for diminution is made to recognize the decline, other than
temporary, in the values of these investments. Current investments are carried at lower of the cost and fair value.

f) Inventories:
Inventories are valued at lower of the cost and net realisable value. Cost is determined using first-in-first-out (FIFO)
method.

g) Employee Benefits:
Short-term employee benefits are recognized as an expense at the undiscounted amount in the statement of profit and
loss in the year in which related services are rendered. Company’s contribution towards Defined Contribution Plan
viz. Government administered provident fund and pension schemes, paid / payable during the year are charged to the
statement of profit and loss. Defined Benefit Plans in the form of Gratuity and Leave Encashment are recognized as
an expense in the statement of profit and loss at the present value of the amounts payable, determined on the basis of
actuarial valuation techniques, using the projected unit credit method. Actuarial gains and losses are recognized in the
statement of profit and loss.

h) Taxes on Income:
Income tax expense comprises of current tax and deferred tax charge. Deferred tax is recognised, subject to
consideration of prudence, on timing differences, being the difference between taxable income and accounting
income that originates in one period and are capable of reversal in one or more subsequent periods. The deferred
tax in respect of timing differences which reverse during the tax holiday period is not recognised to the extent the
Company's gross total income is subject to the deduction during the tax holiday period. Minimum Alternate Tax (MAT)
paid on the book profits, which gives rise to future economic benefits in the form of tax credit against future income-
tax liability, is recognized as an asset in the Balance Sheet if there is convincing evidence that the Company will pay
normal tax within the period specified for utilization of such credit.

i) Borrowing Cost:
Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the
cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended
use. All other borrowing costs are charged to Statement of Profit and Loss.
 Annual Report
15
16
Notes to the consolidated financial statements
for the year ended 31st March 2016

j) Leases:
Lease rentals in respect of assets acquired on operating lease are charged-off to the statement of profit and loss as per
the terms of the respective lease agreements.

k) Foreign Currency Transactions:

(i) Transactions in foreign currency are recorded in rupees by applying the exchange rate at the date of the transaction.
Gains or losses on settlement of the transactions are recognized in the statement of profit and loss. At the Balance
Sheet date, monetary assets and liabilities in foreign currency are restated by applying the closing rate, and the
difference arising out of such conversion is recognized in the statement of profit and loss, except as mentioned in
para (ii) below.
(ii) The Central Government has vide its notification no. G.S.R. 914(E) dated 29th December, 2011, amended
Accounting Standard (AS 11) ‘The Effects of Changes in Foreign Exchange Rates’, notified under the Companies
(Accounting Standards) Rules, 2006, to the extent it relates to the recognition of losses or gains arising on
restatement of long-term foreign currency monetary items in respect of accounting periods commencing on or
after 1st April 2011. As stipulated in the Notification, the Company has exercised the option to adopt the following
policy irrevocably.

Long term foreign currency monetary items are translated at the exchange rate prevailing on the balance sheet
date and the net exchange gain / loss on such conversion and on settlement of the liability, is adjusted to the cost of
the asset, where the long-term foreign currency monetary items relate to the acquisition of a depreciable capital
asset (whether purchased within or outside India), and depreciated over the balance life of the assets.

l) Treasury Shares:
Pursuant to the Scheme of Amalgamation of Fame India Limited (‘Fame’) and its subsidiaries with the Company (see
note no. 31), equity shares of the Company have been issued to INOX Benefit Trust (the Trust) against the equity
shares of Fame held by the Company. These shares are recognised as Interest in INOX Benefit Trust at the amount
of consideration paid by the Company to acquire the shares of erstwhile Fame. These shares of the Company held by
INOX Benefit Trust are akin to treasury shares and are presented as a deduction from Shareholders’ Funds. Difference
between the cost and the amount received at the time sale of shares by the Trust, is recorded separately as ‘Reserve
on Sale of Treasury Shares’ under Reserve and Surplus.

m) Provisions and Contingent Liabilities :

A provision is recognized when the Company has a present obligation as a result of past event and it is probable that an
outflow of resources will be required to settle the obligation and in respect of which a reliable estimate can be made.
A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but
probably will not, require an outflow of resources. When there is possible obligation or a present obligation in respect
of which the likelihood of outflow of resource is remote, no provision or disclosure is made.

n) Use of Estimates:
The preparation of financial statements in conformity with Indian GAAP requires the management to make judgements,
estimates and assumptions that affect the reported balances of assets and liabilities and disclosure of contingent
liabilities, at the end of the accounting year and reported amounts of revenue and expenses during the year. Although
these estimates are based on the management’s best knowledge of current events and actions, uncertainty about
these assumptions and estimates could result in outcomes requiring a material adjustment to the carrying amounts of
assets or liabilities in future periods.

137
Notes to the consolidated financial statements
for the year ended 31st March 2016

4. SHARE CAPITAL
(` in Lakh)
Particulars 31 Mar 2016
st
31 Mar 2015
st

Authorised Capital
14,60,50,000 (Previous year 14,00,50,000) equity shares of ` 10/- each 14,605.00 14,005.00
10,000 preference shares of ` 10/- each 1.00 1.00
14,606.00 14,006.00
For increase in Authorised Capital pursuant to scheme of amalgamation -
see note no.30
Issued, subscribed and fully paid up shares
9,64,57,754 equity shares of ` 10/- each 9,645.78 9,645.78
Less: 2,95,001 Equity Shares of ` 10/- each, issued to ESOP Trust but not allotted to
employees (see note no. 34) 29.50 29.50
Adjusted Issued, subscribed and paid-up Capital 9,616.28 9,616.28

a) Reconciliation of the equity shares outstanding at the beginning and at the end of the reporting period
(` in Lakh)
Particulars 31st Mar 2016 31st Mar 2015
Nos. Amount Nos. Amount
At the beginning of the year 96,162,753 9,616.28 96,146,174 9,614.62
Add: Issued during the year under ESOP - - 16,579 1.66
96,162,753 9,616.28 96,162,753 9,616.28
Less: Interest in INOX Benefit Trust -
shares of Company held by the Trust (see note no. 31) 4,350,092 435.01 4,350,092 435.01
91,812,661 9,181.27 91,812,661 9,181.27

b) Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of `10 per share. Each shareholder is eligible for one vote
per share held. The dividend proposed by the Board of Directors is subject to approval of the shareholders in the Annual General
Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets
of the Company, in proportion to their shareholding.

c) Equity shares held by holding /ultimate holding company

(` in Lakh)
Particulars 31 Mar 2016
st
31 Mar 2015
st

Nos. Amount Nos. Amount

Gujarat Fluorochemicals Limited (holding company) 46,386,467 4,638.65 46,386,467 4,638.65
INOX Leasing & Finance Limited (ultimate holding company) 587,461 58.75 587,461 58.75

The shareholders of the Company have passed a resolution at the Annual General Meeting held on 23rd August 2013 amending
the Articles of Association of the Company entitling Gujarat Fluorochemicals Limited (GFL) to appoint majority of directors on
the Board of the Company if GFL holds not less than 40% of the paid-up equity capital of the Company and accordingly, the
Company is a subsidiary of GFL.

d) Shares issued for consideration other than cash during the period of five years immediately preceding the reporting date:

During the year ended 31st March 2014, 3,45,62,206 shares of ` 10 each, fully paid-up were, issued to the shareholders of
erstwhile Fame India Limited, pursuant to the Scheme of Amalgamation.
 Annual Report
15
16
Notes to the consolidated financial statements
for the year ended 31st March 2016

e) Details of shareholders holding more than 5% equity shares in the Company

(` in Lakh)
Particulars 31 Mar 2016
st
31 Mar 2015
st

Nos. % Nos. %
Gujarat Fluorochemicals Limited 46,386,467 48.09% 46,386,467 48.09%

f) Shares reserved for issue under options

For details of shares reserved for issue under the employee stock option (ESOP) plan of the Company, see note no. 34

5. RESERVES & SURPLUS

(` in Lakh)
Particulars 31st Mar 2016 31st Mar 2015
Capital redemption reserve
Balance as per last Balance Sheet 0.10 0.10
Securities premium Account
Balance as per last Balance Sheet 25,766.91 25,766.91
Add: Addition on amalgamation (see note no. 30) 2,340.45 -
Balance as at the end of the year 28,107.36 25,766.91
Less: Premium on shares issued to ESOP Trust but not allotted to employees 14.75 14.75
Net balance at the end of the year 28,092.61 25,752.16
Employee stock options outstanding
Balance as per last Balance Sheet - 6.32
Less: On account of options granted/lapsed/exercised and amortisation of value of - (6.32)
stock options (net)
Balance as at the end of the year - -
Amalgamation reserve
Balance as per last Balance Sheet 750.66 750.66
Less: Deduction on account of amalgamation (see note no. 30) (750.66) -
Balance as at the end of the year - 750.66
General reserve
Balance as per last Balance Sheet 5,400.00 5,400.00
Add: Addition on amalgamation (see note no. 30) 100.00 -
Less: Deduction on account of amalgamation (see note no. 30) (2,717.45) -
Balance as at the end of the year 2,782.55 5,400.00
Other reserve
Reserve on sale of Treasury Shares (see note no. 31)
Balance as per last Balance Sheet 14,872.93 (458.34)
Profit on sale of treasury shares during the year - 15,331.27
Less: Deduction on account of amalgamation (see note no. 30) (14,872.93) -
Balance as at the end of the year - 14,872.93
Surplus in the Statement of Profit and Loss
Surplus as per last Balance Sheet 14,493.94 13,002.69
Less: Adjustment on account of carrying amount of fixed assets as at 1st April, 2014 - (512.56)
(see note no. 33)
Less: On account of amalgamation (see note no. 30) (391.54) -
Add: Profit for the year 7,749.00 2,003.81
Balance as at the end of the year 21,851.40 14,493.94
Total 52,726.66 61,269.79

139
Notes to the consolidated financial statements
for the year ended 31st March 2016

6. LONG-TERM BORROWINGS
(` in Lakh)
Particulars 31st Mar 2016 31st Mar 2015
Term Loans from banks (secured) 7,942.56 6,400.12
Inter-corporate deposits - from holding company 16,249.00 16,249.00
Total borrowings 24,191.56 22,649.12
Less: Current maturities disclosed under note no. 12 "Other current liabilities" (2,498.56) (2,598.56)
Total 21,693.00 20,050.56

Nature of Security and terms of repayment for secured borrowings:

a) Term loans from Axis Bank amounting to ` 3,942.56 Lakh (previous year ` 6,400.11 Lakh) carry interest @ bank base rate
+ 0.25 % p.a. which presently is 9.70%. The loans are secured by mortgage of immovable property situated at Vadodara
and Anand and first exclusive charge on all movable fixed assets and current assets of the new multiplexes/property financed
by the said term loans and escrow of entire cash flows relating to such multiplexes. The repayment schedules are as under:

Particulars Outstanding Repayment terms
Amount (` in Lakh)
Term Loan 1 1,498.56 Repayable in 16 equal quarterly instalments of ` 374.64 Lakh each
beginning from 30th June 2013
Term Loan 2 2,444.00 Repayable in 16 equal quarterly instalments of ` 250.00 Lakh each
beginning from 1st October 2014

b) Term loans from HDFC Bank amounting to ` 4,000.00 Lakh (previous year ` Nil) carry interest @ bank base rate which
presently is 9.30% and is secured by mortgage of immovable property situated at Mumbai and first exclusive charge on
all movable fixed assets of the new multiplexes/property financed by the said term loan. The loan is repayable in 16 equal
quarterly instalments beginning from 30th June, 2017.

Terms of repayment for unsecured borrowings:
The inter-corporate deposits are repayable in 6 to 8 years from the date of respective deposits and carry interest @ 10%.

7. DEFERRED TAX LIABILITIES (NET)
(` in Lakh)
Particulars 31 Mar 2016
st
31 Mar 2015
st

Deferred tax liabilities

On account of difference between book and tax depreciation 1,473.96 3,196.77
Total Liabilities 1,473.96 3,196.77
Deferred tax assets
Expenditure allowable on payment basis under Income-tax Act, 1961 765.46 687.80
Amalgamation 35.38 50.53
Provision for doubtful debts and advances 87.28 25.97
Total Assets 888.12 764.30
Net deferred tax liabilities 585.84 2,432.47
 Annual Report
15
16
Notes to the consolidated financial statements
for the year ended 31st March 2016

8. OTHER LONG-TERM LIABILITIES

(` in Lakh)
Particulars 31st Mar 2016 31st Mar 2015
Security deposits received 159.17 129.64
Retention money 76.20 45.70
Creditors for capital expenditure - 257.56
Total 235.37 432.90

9. PROVISIONS
(` in Lakh)
Particulars Long-term Short-term
31st Mar 2016 31st Mar 2015 31st Mar 2016 31st Mar 2015
For employee benefits (see note no. 44)
Gratuity 565.26 436.52 67.94 72.16
Leave benefits 212.70 176.88 87.66 76.81
For expenses (see note no. 47)
Municipal tax - - 235.80 183.00
MVAT - - - 39.38
Service tax - - 1,042.44 1,042.44
for Taxation (net of payments) - - 209.06 85.20
777.96 613.40 1,642.90 1,498.99
Share of Joint Venture - - 51.04 51.04
Total 777.96 613.40 1,693.94 1,550.03

10. SHORT TERMS BORROWINGS

(` in Lakh)
Particulars 31 Mar 2016
st
31 Mar 2015
st

Loans repayable on demand from banks (secured)

- Bank overdraft 2,512.65 1,410.06
- Inter corporate deposits - 59.85
Total 2,512.65 1,469.91

a) Bank overdraft is secured against first charge on the entire current assets of the Company, both present and future; and
extension of first charge by way of mortgage of property at Vadodara and Anand, Gujarat.

b) During the year, the Company had raised short term funds by issue of Commercial Papers (CP). Discount on CP varied
between 7.55% to 8.05% and maximum balance outstanding during the year was ` 3,000 Lakh (previous year ` 32,000
Lakh).

c) Inter-corporate deposit is repayable on demand and carries interest @ 12%

141
Notes to the consolidated financial statements
for the year ended 31st March 2016

11. TRADE PAYABLES

(` in Lakh)
Particulars 31st Mar 2016 31st Mar 2015
Trade payables
- Dues to Micro and Small Enterprises (see note no. 42) 5.39 1.80
- Dues to others 7,324.21 7,837.94
7,329.60 7,839.74
Share of Joint Venture 1.23 1.74
Total 7,330.83 7,841.48

12. OTHER CURRENT LIABILITIES

(` in Lakh)
Particulars 31st Mar 2016 31st Mar 2015
Current maturities of long-term debt (from note no.6) 2,498.56 2,598.56
Interest accrued and due on borrowings 38.48 119.80
Interest accrued but not due on long term liabilities 2.61 4.40
Income Received in advance 762.21 742.02
Unclaimed dividend (see note below) - 2.15
Advances from customers 543.54 551.81
Statutory dues and taxes payable 1,297.60 916.06
Creditors for capital expenditure 1,449.82 3,209.91
Payable towards purchase of shares of erstwhile Satyam Cineplexes Ltd 363.92 425.22
Retention Money 310.25 264.97
Security Deposit 163.54 202.49
Dues to employees 351.44 546.75
Other Payables 1,071.06 537.50
8,853.03 10,121.64
Share of Joint Venture 18.98 18.86
Total 8,872.01 10,140.50

Note:  In respect of amounts mentioned under unclaimed dividends, the actual amount to be transferred to the Investor
Education and Protection Fund shall be determined on the due date.
 13. FIXED ASSETS
(` in Lakh)
PARTICULARS GROSS BLOCK DEPRECIATION/AMORTIZATION NET BLOCK
As at 1st On Additions Other Adjustments Deductions As at 31st As at 1st On For the Adjustments Deductions As at 31st As at 31st As at 31st
Apr 2015 Acquisition Exchange Borrowing Mar 2016 Apr 2015 Acquisition year (*) Mar 2016 Mar 2016 Mar 2015
Fluctuations Costs
a) Tangible Assets
Land (Freehold) 2,669.66 - - - - - 2,669.66 - - - - - - 2,669.66 2,669.66
Land (Leasehold) 367.58 - - - - - 367.58 58.83 - 8.53 - - 67.36 300.22 308.75
Buildings (*) 13,578.97 - 193.08 - - - 13,772.05 2,050.91 - 233.64 - - 2,284.55 11,487.50 11,528.06
Leasehold 28,193.39 - 2,425.55 - 22.01 349.19 30,291.76 11,287.13 - 2,062.36 - 227.52 13,121.97 17,169.79 16,906.26
improvements
Plant & equipment 35,052.93 - 3,522.25 85.50 18.67 262.04 38,417.31 13,269.45 - 3,206.07 - 163.65 16,311.87 22,105.44 21,783.48
Furniture & fixtures 9,747.03 - 1,585.48 - 10.94 358.47 10,984.98 5,013.65 - 1,293.28 - 249.20 6,057.73 4,927.25 4,733.38
Vehicles 178.08 - - - - 7.35 170.73 63.08 - 24.81 - 2.43 85.46 85.27 115.00
Office equipments 7,006.54 - 942.03 18.17 - 201.14 7,765.60 3,741.69 - 975.50 - 197.35 4,519.84 3,245.76 3,264.85
for the year ended 31st March 2016

Sub-total 96,794.18 - 8,668.39 103.67 51.62 1,178.19 104,439.67 35,484.74 - 7,804.19 - 840.15 42,448.78 61,990.89 61,309.44
b) Intangible Assets
Goodwill - - 1,750.00 - - - 1,750.00 - - 127.53 - - 127.53 1,622.47 -
Software 908.93 - 951.78 - - 28.15 1,832.56 615.75 - 55.09 - 28.16 642.68 1,189.88 293.18
Web site 47.70 - - - - - 47.70 1.70 - 9.54 - - 11.24 36.46 46.00
Movie script 155.50 - - - - - 155.50 101.08 - 32.41 - - 133.49 22.01 54.42
Sub-total 1,112.13 - 2,701.78 - - 28.15 3,785.76 718.53 - 224.57 - 28.16 914.94 2,870.82 393.60
Total 97,906.31 - 11,370.17 103.67 51.62 1,206.34 108,225.43 36,203.27 - 8,028.76 - 868.31 43,363.72 64,861.71 61,703.04
Previous year 84,368.26 7,433.68 6,104.46 171.32 93.29 264.70 97,906.31 25,756.33 2,253.45 7,583.64 776.56 166.71 36,203.27
Notes:
(a) For adjustment during the previous year in accumulated depreciation - see note no. 33
Notes to the consolidated financial statements
Annual Report

143
16
15
Notes to the consolidated financial statements
for the year ended 31st March 2016

14. CAPITAL WORK-IN-PROGRESS

(` in Lakh)
Particulars 31st Mar 2016 31st Mar 2015
Capital work-in-progress 4,358.73 3,911.50
Pre-operative expenditure pending allocation 1,214.10 1,196.16
Total 5,572.83 5,107.66

Pre-operative expenditure pending allocation

Opening Balance 1,196.17 1,014.72
Add: Expenses incurred during the year
Salaries and wages 397.00 297.81
Contribution to provident and other funds 19.67 17.42
Staff welfare 5.65 3.37
Legal & professional fees and expenses 192.59 403.94
Travelling & conveyance 265.44 376.49
Insurance (net) 1.53 1.42
Power & fuel 14.56 45.95
Communication expenses 3.67 5.28
House keeping expenses 0.11 10.92
Outsourced personnel cost 8.38 24.49
Security expenses 81.84 69.12
Miscellaneous expenses 29.27 74.72
Borrowings costs 8.76 123.99
1,028.47 1,454.92
Less: Pre-operative Income earned during the year
Miscellaneous income 2.40 12.15
2,222.24 2,457.49
Less: Capitalised/reclassified during the year 1,008.14 1,261.32
Closing balance 1,214.10 1,196.17

15. (a) NON-CURRENT INVESTMENTS

(Non-trade, at cost, unquoted)
(` in Lakh)
31st Mar 2016 31st Mar 2015
a) Investments in Government Securities 118.03 110.11
National Savings Certificates
(Pledged with Government authorities and held in the name of directors/ex-
director/employees ) (7.50) (39.48)
Less: Current portion disclosed in note no. 15(b) 110.53 70.63

Total 110.53 70.63

 Annual Report
15
16
Notes to the consolidated financial statements
for the year ended 31st March 2016

15. (b) CURRENT INVESTMENTS

a) Investment in mutual funds
(Non-trade, unquoted, at lower of cost and fair value)
(` in Lakh)
Particulars Face Value ` Nos. As at Nos. As at 31st Mar 31st Mar
31st Mar 31st Mar 2016 2015
2016 2015
Taurus Liquid Fund-Regular Plan-Super Inst 1,000 15320.18 39945 250.00 -
Growth
HDFC Liquid Fund-Growth 1,000 8413.77 - 250.00 -
Birla Sun Life Cash Plus-Growth-Regular Plan 100 414681.34 - 1,001.00 601.89
1,501.00 601.89
b) Current portion of non-current Investment -
from note no. 15(a) 7.50 39.48
1,508.50 641.37
Share of Joint Venture 45.00
Total 1,553.50 641.37

16. LONG-TERM LOANS AND ADVANCES

(unsecured, considered good, unless otherwise stated)
(` in Lakh)
Particulars 31st Mar 2016 31st Mar 2015
Capital advances 65.30 55.03
Security deposits
- Considered good 11,693.99 10,475.57
- Considered doubtful 311.88 311.88
12,005.87 10,787.45
Advances recoverable in cash or in kind
- Considered good 1,015.21 622.25
- Considered doubtful 84.77 -
1,099.98 622.25
Entertainment tax refund claimed 3,335.01 2,998.37
Income Tax paid (net of provisions) 297.35 430.88
MAT credit entitlement 2,571.44 3,142.11
Electricity charges refund claimed - see note no. 36(i) 389.83 389.83
19,764.78 18,425.92
Less: Provision for doubtful advances & deposits 396.65 311.88
19,368.13 18,114.04
Share of Joint Venture 16.19 16.19
Total 19,384.32 18,130.23

17. OTHER NON-CURRENT ASSETS

(` in Lakh)
Particulars 31st Mar 2016 31st Mar 2015
Non-current bank balances (from note no. 20) 150.47 220.10
Amount recoverable towards claim - see note no. 36(a)(i) 932.44 -
Interest accrued:
on long term investments 21.75 12.59
on bank fixed deposits 14.61 6.40
others 161.72 157.16
Total 1,280.99 396.25

145
Notes to the consolidated financial statements
for the year ended 31st March 2016

18. INVENTORIES
(for basis of valuation - see note no. 3(f))
(` in Lakh)
Particulars 31st Mar 2016 31st Mar 2015
Food & Beverages 422.09 503.63
Stores, Spares & Fuel 262.78 255.48
Total 684.87 759.11

19. TRADE RECEIVABLES

(unsecured, considered good, unless otherwise stated)
(` in Lakh)
Particulars 31st Mar 2016 31st Mar 2015
Considered Good
Outstanding for a period exceeding six months 1,821.12 1,811.83
Others 3,528.70 4,420.05
5,349.82 6,231.88
Considered Doubtful
Outstanding for a period exceeding six months 252.18 76.42
5,602.00 6,308.30
Less: Provision for doubtful trade receivables 252.18 76.42
Total 5,349.82 6,231.88

20. CASH & BANK BALANCES

(` in Lakh)
Particulars 31st Mar 2016 31st Mar 2015
Cash and Cash equivalents
Balances with banks
In Current accounts 2,013.54 729.06
Cheques on hand 14.15 29.72
2,027.69 758.78
Cash on Hand 230.29 210.52
2,257.98 969.30
Share of Joint Venture 4.22 50.62
Total cash and cash equivalents 2,262.20 1,019.92
Other bank balances
in Unpaid dividend accounts - 2.15
Deposits with original maturity for more than 3 months but less than 12 months 313.48 298.61
Deposits with original maturity for more than 12 months 282.52 243.74
Total other bank balances 596.00 544.50
Total cash and bank balances 2,858.20 1,564.42
Less: Amount disclosed under note no. 17 "Other non-current assets" (150.47) (220.10)
Total 2,707.73 1,344.32
Other bank balances include margin money deposits given as security as
under:
Deposits with original maturity for more than 3 months but less than 12 months 28.06 28.06
Deposits with original maturity for more than 12 months 197.37 243.74
225.43 271.80
 Annual Report
15
16
Notes to the consolidated financial statements
for the year ended 31st March 2016

21. SHORT-TERM LOANS & ADVANCES

(unsecured, considered good, unless otherwise stated)
(` in Lakh)
Particulars 31st Mar 2016 31st Mar 2015
Prepaid expenses 329.52 223.10
Security deposits 31.21 30.96
Balance in Cenvat Credit account 34.30 27.26
Advances recoverable in cash or in kind 200.81 256.30
Advances to suppliers
- Considered good 486.81 530.44
- Considered doubtful 35.81 -
522.62 530.44
Less: Provision for doubtful advances 35.81 -
486.81 530.44
Total 1,082.65 1,068.06

22. OTHER CURRENT ASSETS

(` in Lakh)
Particulars 31st Mar 2016 31st Mar 2015
Fixed assets held for disposal 116.15 131.14
Interest accrued
on bank fixed deposits 6.40 5.93
on long term investments 4.53 19.51
others 19.68 20.23
Total 146.76 176.81

23. REVENUE FROM OPERATIONS

(` in Lakh)
Particulars 2015-2016 2014-2015
a) Sale of services:
Box Office Revenue 90,493.78 67,307.82
Conducting Fees 1,982.51 1,696.56
Advertising Income 9,101.32 8,149.03
Management Fees 254.44 205.58
Parking Charges 129.26 126.88
101,961.31 77,485.87
b) Sale of products
Food & beverages 26,563.14 19,103.02
Sale of Power 6.20 6.81
26,569.34 19,109.83
c) Refund of entertainment tax for earlier years - see note no. 37(b) - 616.74
d) Other operating revenue 4,737.94 4,468.85
Total 133,268.59 101,681.29

147
Notes to the consolidated financial statements
for the year ended 31st March 2016

24. OTHER INCOME

(` in Lakh)
Particulars 2015-2016 2014-2015
Interest
On bank fixed deposits 47.44 51.04
On long-term investments 10.66 10.85
On income-tax refunds 35.12 31.70
On Inter-corporate deposits 5.29 16.67
Other Interest 45.02 78.51
143.53 188.77
Gain on sale of current investments 143.06 376.57
Liabilities and provisions, no longer required, written back 121.33 237.26
Bad debts/deposits written off recovered 18.00 8.43
Miscellaneous Income 6.53 0.28
432.45 811.31
Share of Joint Venture 0.01 15.20
Total 432.46 826.51

25. EXHIBITION COST

(` in Lakh)
Particulars 2015-2016 2014-2015
Distributors' share 31,479.39 24,148.37
Other exhibition cost 964.33 732.90
Share of joint venture investors (see note below) 86.27 51.17
Total 32,529.99 24,932.44

The Company has entered into joint venture agreements for management of multiplex operations for few multiplexes / single
screen theatres. These joint venture investors do not have any control over these operations.

26. COST OF FOOD AND BEVERAGES

(` in Lakh)
Particulars 2015-2016 2014-2015
Opening Stock 503.63 486.71
Add : On acquisition - 44.87
Add: Purchases 6,529.14 4,926.96
7,032.77 5,458.54
Less: Closing stock 422.09 503.63
Cost of Food and Beverages 6,610.68 4,954.91

27. EMPLOYEE BENEFITS EXPENSE

(` in Lakh)
Particulars 2015-2016 2014-2015
Salaries and Wages 6,452.48 5,732.49
Contribution to Provident and other Funds 453.51 416.60
Expense on ESOP (net) - 1.36
Gratuity 179.97 166.86
Staff Welfare Expenses 380.16 264.25
Total 7,466.12 6,581.56
 Annual Report
15
16
Notes to the consolidated financial statements
for the year ended 31st March 2016

28. FINANCE COSTS

(` in Lakh)
Particulars 2015-2016 2014-2015
Interest on borrowings 2,272.60 2,374.08
Discounting charges on commercial paper 84.23 1,181.96
Interest on deferred credit 68.10 182.54
Other interest 10.11 61.14
Other borrowing costs 6.72 61.28
Total 2,441.76 3,861.00

29. OTHER EXPENSES

(` in Lakh)
Particulars 2015-2016 2014-2015
Outsourced personnel cost 3,599.45 2,616.23
Power & fuel 8,623.59 7,253.04
Water charges 233.63 171.58
Property rent and conducting fees 15,855.57 13,426.91
Common facility charges 4,850.91 4,151.29
Rates & taxes 739.79 718.25
Service tax 3,825.05 3,049.90
Travelling & conveyance 619.46 611.44
Communication expenses 390.19 323.70
Printing & stationary 465.21 379.16
Advertising & sales promotion 1,190.03 984.13
House keeping expenses 2,031.15 1,642.55
Security expenses 1,937.70 1,635.43
Repairs & maintenance - buildings 429.59 191.78
Repairs & maintenance - plant and equipments 2,148.62 1,318.89
Repairs & Maintenance - others 764.50 341.32
Legal & professional fees & expenses 933.62 705.28
Director sitting fees 15.40 14.40
Insurance 145.95 135.70
Amalgamation expenses 30.19 12.43
Loss of retirement/disposal of fixed assets (net) 183.76 4.89
Provision for diminution in value of assets held for disposal 14.98 17.03
Bad debts and remissions 115.32 -
Deposits and advances written off 1.84 40.57
Provision for doubtful debts 178.50 23.06
Provision for doubtful advances and deposits 120.58 311.88
Net loss on foreign currency transactions and translation 23.60 2.35
" Corporate Social Responsibility (CSR) expenditure - 5.00 45.31
see note no. 48 "
Miscellaneous expenses 815.55 651.42
50,288.73 40,779.92
Share of Joint Venture 1.01 10.20
Total 50,289.74 40,790.12

149
Notes to the consolidated financial statements
for the year ended 31st March 2016

30. ACQUISITION OF SATYAM CINEPLEXES LIMITED AND IT AMALGAMATION WITH THE COMPANY
a. During the previous year, the Company had acquired 100% of the equity shares in Satyam Cineplexes Limited (“SCL”)
and consequently SCL had become a wholly owned subsidiary of the Company with effect from 8th August, 2014.
During the current year, pursuant to the Scheme of Amalgamation (“the Scheme”) under Section 391 to 394 of the
Companies Act 1956, sanctioned by the Hon’ble High Court of Delhi vide order dated 10th February 2016, SCL has
been amalgamated with the Company with effect from 8th August, 2014 (“the Appointed Date”). The Scheme has
become effective on 23rd March 2016 viz. the date on which the certified copy of the order of the Delhi High Court
sanctioning the Scheme is filed with the Registrar of Companies, Gujarat and Registrar of Companies, Delhi. The
Scheme has accordingly been given effect to in the accounts. Accordingly, all the movable and immovable properties
including plant and machinery, equipments, furniture, fixtures, vehicles, stocks and inventory, leasehold assets and
other properties, etc. and all the debts, liabilities, duties and obligations including contingent liabilities of SCL are vested
in the Company retrospectively with effect from 8th August, 2014. Since SCL was wholly owned by the Company, no
shares were exchanged on its amalgamation with the Company.

b. Nature of business of the amalgamating company: SCL was engaged in the business of operating multiplex cinema
theatres in India.

c. The amalgamation is accounted for under the “Pooling of Interest” method as prescribed in Accounting Standard
(AS) 14 ‘Accounting for Amalgamation’, as notified under Section 133 of the Companies Act, 2013. Accordingly, the
assets, liabilities and reserves of SCL as at 8th August, 2014 have been recorded at their existing carrying amounts
and in the same form as at the date of amalgamation. The amount of share capital of SCL and investment held by the
Company in SCL is adjusted against each other and as per the Scheme, the difference has been adjusted against the
Amalgamation Reserve, Reserve on sale of Treasury Shares and General Reserve.

The effect of the Scheme as given in the accounts, in accordance with the Scheme, is summarized as under:
(` in Lakh)
Particulars
Assets
Fixed assets (net) and capital work-in-progress 5560.69
Loans and advances and other assets 1301.17
Inventories 80.20
Trade receivables 476.33
Cash and bank balances 306.38
Gross Assets 7724.77
Liabilities
Deferred tax liabilities 128.78
Trade payables 3823.16
Other liabilities and provisions 1451.37
Gross liabilities 5403.31
Net assets taken over 2321.46
Less: Cost of Company’s investment in SCL 18800.59
Excess of cost of Company’s investment in SCL over the net assets taken over 16479.13
Adjustment to Reserves as per the Scheme
Add: Reserves & Surplus of SCL on the appointed date recorded at their existing carrying
amounts
Securities Premium 2340.45
General Reserve 100.00
Deficit in the Statement of Profit and Loss (578.54) 1861.91
Sub-total 18,341.04
Less: Adjusted against Reserves of the Company as per the Scheme
Amalgamation Reserve 750.66
Reserve on sale of Treasury Shares 14872.93
General Reserve 2717.45 (18341.04)
 Annual Report
15
16
Notes to the consolidated financial statements
for the year ended 31st March 2016

d. The breakup of amount of deficit in the Statement of Profit and Loss on account of amalgamation is as under:
(` in Lakh)
Particulars
Deficit in the Statement of Profit and Loss on the appointed date (578.54)
Reduction in provision for taxation for the year ended 31st March 2015 consequent to the
amalgamation of SCL 187.00
Net amount (391.54)

e. As per the terms of the Scheme, the authorised share capital of SCL has been merged with that of the Company.

31. TREASURY SHARES

Pursuant to the Composite Scheme of Amalgamation of Company’s subsidiary Fame India Limited (“Fame”) and subsidiaries
of Fame with the Company, which was operative from 1st April 2012, the Company had allotted 3,45,62,206 equity shares
to the shareholders of the transferor companies on 10th July 2013, including 2,44,31,570 equity shares to INOX Benefit Trust
(“Trust”) towards shares held by Company in Fame. These shares (“Treasury Shares”) are held by the Trust exclusively for
the benefit of the Company.

In terms of Accounting Standard (AS31) ‘Financial Instruments’ (which is not yet mandatory), internationally generally
accepted accounting practices and for more appropriate presentation of the financial statements, the Company’s interest
in the Trust (at cost), being akin to Treasury Shares, in accordance with their substance and economic reality, is deducted
from Shareholders’ Fund. Any profit or loss arising from sale of Treasury Shares by the Trust is being recorded separately as
‘Reserve on sale of Treasury Shares’ under Reserves and Surplus, being transactions relating to the capital of the Company.
Accordingly, during the previous year the profit of ` 15331.27 Lakh on sale of 1,55,81,478 Treasury Shares was directly
recognised in ‘Reserve on sale of Treasury Shares’ under Reserves and Surplus.

The balance equity shares 43,50,092 of the Company, held by INOX Benefit Trust, being Treasury Shares, are excluded while
computing the Earnings Per Share.

32. EXCEPTIONAL ITEMS:

(` in Lakh)
Particulars 2015-2016 2014-2015
Net value of assets written off in respect of one multiplex, the operations of which are 352.92 Nil
terminated during the year
Provision for additional bonus payable in respect of earlier year pursuant to retrospective 143.10 Nil
amendment made by The Payment of Bonus (Amendment) Act, 2015
Donation to an electoral trust and concerns affiliated to political parties Nil 60.00
Total 496.02 60.00

33. CHANGE IN THE ESTIMATE OF USEFUL LIFE OF FIXED ASSETS DURING THE YEAR ENDED 31ST MARCH
2015:
During the previous year, the Group had adopted the useful lives of various fixed assets as specified in Schedule II of the
Companies Act, 2013, with effect from April 1, 2014, as against the useful lives adopted earlier as per Schedule XIV to
the Companies Act, 1956. The carrying amount of fixed assets, where the remaining useful life as at 1st April 2014 as per
Schedule II was Nil, aggregating to ` 512.56 Lakh (net of deferred tax credit of ` 264.00 Lakh), was recognized in the opening
balance of retained earnings in the previous year.

34. EMPLOYEES’ STOCK OPTION PLAN

In the year ended 31st March 2006, the Company had issued 500,000 equity shares of ` 10 each at a premium of ` 5 per share
to INOX Leisure Limited – Employees’ Welfare Trust (“ ESOP Trust”) to be transferred to the employees of the Company
under the scheme of ESOP framed by the Company in this regard. The Company has provided finance of ` 75 Lakh to the
ESOP Trust for subscription of these shares at the beginning of the plan.

151
Notes to the consolidated financial statements
for the year ended 31st March 2016

As per the Guidance Note on Accounting for Employee Share-based Payments issued by the Institute of Chartered
Accountants of India, shares allotted to the ESOP Trust but not transferred to employees is required to be reduced from
Share Capital and Reserves. Out of the 500,000 equity shares allotted to the Trust, 204,999 shares have been transferred to
employees. Accordingly, for the balance number of shares, the Company has reduced the Share Capital by the amount of
face value of equity shares and Share Premium Account by the amount of share premium on such shares. The Company has
also given effect to the above in the calculation of its Basic and Diluted earnings per share.

There are no outstanding stock options as at 31st March 2016.

The compensation costs of stock options granted to employees under the Employees’ Stock Option Plan were accounted by
the Company using the intrinsic value method. In accordance with the Guidance Note on Accounting for Employee Share-
based Payments issued by the Institute of Chartered Accountants of India, the accounting value of options was amortized
over the vesting period. Consequently, ‘Employee benefits expense’ in Note no. 27 includes ` Nil (previous year ` 1.36
Lakh) being the amortization of employee compensation. Had the Company adopted fair value method in respect of options
granted, the employee compensation cost in the previous year would have been higher by ` 0.97 Lakh, profit before tax
lower by ` 0.97 Lakh and the basic and diluted earnings per share would have been lower by less than Re. 0.01.

35. IN RESPECT OF TAXATION MATTERS

a) The Group’s contention that the amount of entertainment tax exemption availed for some of its multiplexes is a capital
receipt has been accepted by various appellate authorities and Hon’ble High Court of Judicature at Gujarat. Provision
for income tax, till the year ended 31st March 2015, was made on this basis, to the extent the entertainment tax
exemption is held as capital receipt for such multiplexes. The matter is presently pending before the Hon’ble Supreme
Court.
 
b) In view of the assessment and appellate orders received by the Group, the tax liability for earlier years and the written
down value of fixed assets as per the Income-tax Act, 1961 is recomputed and consequential reduction in taxation of
earlier years is recognized in the Statement of Profit and Loss as under:
(` in Lakh)
Particulars 2015-2016 2014-2015
Income-tax - (325.78)
Deferred tax (1486.00) -
MAT Credit entitlement (902.33) (585.41)
Net credit (2388.33) (911.19)

36. CONTINGENT LIABILITIES:

a. Claims against the Group not acknowledged as debt – ` 7358.26 Lakh (previous year ` 7235.70 Lakh), comprising of:
i. The Company had issued termination notice for one of its proposed multiplexes seeking refund of security deposit
and reimbursement of the cost of fit-outs incurred by the Company, aggregating to ` 932.44 Lakh. The party has
made a counter claim of ` 6,943.44 Lakh (previous year ` 6943.44 Lakh) towards rent for lock in period and other
costs which is included in the amount above. At present the matter is pending before the Arbitrator and hence the
amount of ` 932.44 Lakh is carried forward as amount recoverable towards claim in ‘Other non-current assets’.
ii. In the arbitration proceedings in respect of termination notice of MOU for another proposed multiplex, the
arbitrator has awarded the matter against the Company and directed the Company to pay ` 116.36 Lakh towards
rent for the lock in period, which is included in the amount above. Further, the arbitrator has also directed the
Company to pay the amount of difference between the rent payable by the Company as per the MOU and the
amount of actual rent received by the other party from their new tenant. The differential amount is presently not
determinable. The Company has challenged the arbitration award before the Hon’ble High Court of judicature at
Delhi and the same is pending.
iii. Other claims are by owners of the multiplex premises which are under negotiations with the respective parties.
 Annual Report
15
16
Notes to the consolidated financial statements
for the year ended 31st March 2016

b. Property Tax matters – ` 605.08 Lakh (previous year ` 569.72 Lakh)

The quantum of property tax levied in case of one multiplex is disputed and the matter is pending before Court of
Small Causes and Hon’ble High Court of judicature at Bombay. Estimated provision for the same is made by the
Company – see Note no. 47.
c. Entertainment Tax matters – ` 2937.69 Lakh (previous year ` 2448.10 Lakh). This includes:
i. Demand of ` 2,199.71 Lakh (previous year ` 1,941.22 Lakh) in respect of some multiplexes pertaining to exemption
period and the same is contested by way of appeal before appropriate authorities.
ii. Demand of ` 602.37 Lakh (previous year ` 477.34 Lakh) in respect of one multiplex where the eligibility for
exemption from payment of entertainment tax is rejected and the same is contested by way of appeal before
appropriate authorities.
iii. Other demands are mainly in respect of levy of entertainment tax on service charges and convenience fee
collected.
d. Service Tax matters – ` 17,388.08 Lakh (previous year ` 7,170.09 Lakh). This includes:
i. Amount of ` 15,027.63 Lakh (previous year ` 5,577.97 Lakh) is in respect of levy of service tax on film distributor’s’
share paid by the Group and the matter is being contested by way of appeal / representation before the appropriate
authorities.
ii. Amount of ` 2,360.45 Lakh (previous year ` 1,502.00 Lakh) for which the Company has received a show cause
notice regarding levy of service tax on sale of food and beverages in multiplex premises and the Group has filed
replies to these show cause notices.
e. Stamp duty matter – ` 263.81 Lakh (previous year ` 263.81 Lakh)
Authority has raised the demand for non-payment of stamp duty on Leave & License Agreement in respect of one of
the multiplexes, holding the same as lease transaction. Stay has been granted and the matter is pending before Board
of Revenue.
f. Custom duty matter – ` 4.36 Lakh (previous year ` 4.36 Lakh)
The Company has received a notice in respect of custom duty payable on import of cinematographic films. The
amount of duty is not quantified by the authorities and the company has filed an appeal before the Appellate Tribunal
and the same is pending hearing.
g. VAT demand – ` 261.87 Lakh (previous year ` 261.87 Lakh). This includes:
Demand of ` 237.06 Lakh (previous year ` 237.06 Lakh) pursuant to reassessment order for the year 2008-09. The
Company has filed an appeal and stay is granted on payment of ` 2 Lakh.
h. Income-tax matters – ` 235.64 Lakh (previous year ` 19.48 Lakh). This includes:
Assessment dues for assessment year 2013-14 of ` 216.16 Lakh (previous year ` Nil) and penalty levied for assessment
year 2010-11 of ` 19.48 Lakh (previous year ` 19.48 Lakh), which is being contested by the Company before appellate
authorities.
i. The Company may be required to charge additional cost of ` 389.83 Lakh (previous year ` 389.83 Lakh) towards
electricity from 1st June 2007 to 31st March 2010 pursuant to the increase in the tariff in case the appeal made with
Maharashtra Electricity Regulatory Commission ‘MERC’ by the Company through the Multiplex Association of India is
rejected and the case filed in the Supreme Court by one of the electricity supplier against the order of the Appellate
Tribunal for Electricity, dated 19 January 2009, for change in category, in favor of the appeal made by the Multiplex
Association of India is passed in favor of the electricity supplier. The Company has paid the whole amount to the
respective authorities under protest (which is included in ‘Long-Term Loans and Advances’)
j. Group’s share in the contingent liability of Joint Venture – Income-tax demand – ` 5.60 Lakh (previous year ` 5.60 Lakh).
In respect of above matters, no provision is considered necessary as the Group expects favourable outcome. Further,
it is not possible for the Group to estimate the timing of further cash outflows, if any, in respect of these matters.

153
Notes to the consolidated financial statements
for the year ended 31st March 2016

37. In respect of Entertainment-tax exemption claimed and its treatment in these accounts:
a. The Entertainment Tax exemption in respect of some of the Multiplexes of the Company has been accounted on the
basis of eligibility criteria as laid down in the respective Schemes but is subject to final Orders yet to be received from
respective authorities. Accordingly, the Company has not charged ` 1184.00 Lakh to the Statement of Profit and Loss
for the year ended 31st March, 2016 (previous year ` 923.57 Lakh) being the Entertainment Tax in respect of such
Multiplexes and cumulative amount as on 31st March, 2016 is ` 5281.89 Lakh (previous year ` 4575.19 Lakh).

b. In respect of two multiplexes being operated by the Company in Uttar Pradesh: In view of the revised eligibility norms
notified during the previous year, these multiplexes became eligible for exemption from payment of entertainment
tax, w.e.f. the date of commencement of commercial operations. Accordingly, the amount of ` 616.74 Lakh, being
entertainment tax paid in respect of these two multiplexes in earlier years, was credited to the Statement of Profit and
Loss in the previous year.

38. The arbitration award in the matter of disputed recoveries pertaining to one of the multiplex of the Company has been
received in favour of the Company and the arbitrator has further granted interest claimed on the unpaid amount at the rate
of 15% p.a. The Company has accordingly accounted interest of ` 4.56 Lakh (previous year ` 18.24 Lakh). Total amount
of interest receivable upto 31st March, 2016 is ` 170.91 Lakh (previous year ` 166.30 Lakh). The said award has been
challenged before the District Court and the matter is pending.

39. Commitments:
a. Capital commitments:
Estimated amounts of contracts remaining to be executed on capital account and not provided for, net of advances - `
4399.78 Lakh (previous year ` 1791.88 Lakh)

b. Other commitments:
The exemption from payment of Entertainment Tax in respect of multiplexes of the Group, which are eligible for
such exemption, is subject to fulfillment of the terms and conditions of the respective State Government policies
issued in this regard. The amount of Entertainment Tax exemption availed so far by the Company, which is liable to
be paid if the relevant multiplex ceases operations prior to completing the minimum period of operations in terms
of the respective policies of the States – ` 14,293.47 Lakh (previous year ` 15,889.77 Lakh). Out of this, an amount
of ` 1,112.67 Lakh (previous year ` 1,012.64 Lakh) is included in para 36(c) above, being entertainment tax disputes
pertaining to exemption period.

40. The Company has, in May 2015, detected a fraud perpetrated by one of its employees in respect of travel bills from travel
agencies, who were otherwise booking air tickets for bona-fide travel undertaken by employees and other persons for and
on behalf of the Company. A confession statement has been given by the said employee. The Company has filed a First
Information Report (FIR) with the Police Station and terminated the services of the employee immediately. At present the
matter is under further investigation by the Police. The estimate of amount involved, as assessed by the Company, is ` 418.30
Lakh which has already been charged to the statement of profit and loss in respective years.

41. Foreign currency exposures not hedged as at Balance Sheet date:

Particulars 31 Mar 2016 31 Mar 2015
(USD in Lakh) (USD in Lakh)
Creditors for capital goods 4.13 39.03
Interest outstanding on above 0.03 0.07
 Annual Report
15
16
Notes to the consolidated financial statements
for the year ended 31st March 2016

42. Particulars of dues to Micro, Small and Medium Enterprises under Micro, Small and Medium Enterprises Development Act,
2006 (MSMED Act):
(` in Lakh)
Particulars 2015-2016 2014-2015
Principal amount due to suppliers under MSMED Act at the year end 5.39 1.80
Interest accrued & due to suppliers under MSMED Act on the above amount, unpaid at 0.62 0.24
the year end
Payment made to suppliers (other than interest) beyond the appointed day during the 31.25 19.99
year
Interest paid to suppliers under section 16 of MSMED Act during the year 0.00 0.00
Interest due & payable to suppliers under MSMED Act for payments already made 0.81 0.44
Interest accrued & remaining unpaid at the end of the year to supplier under MSMED 6.18 4.75
Act

The above information has been disclosed in respect of parties which have been identified on the basis of the information
available with the Group.

43. The Group significant leasing arrangements are in respect of :-

a. The Group is operating some of the multiplexes under operating lease / business conducting arrangement. These
arrangements are for an initial period of 9-25 years with a minimum lock-in period of 3-10 years and the agreements
provide for escalation after pre-determined periods. Lease payments of ` 15760.60 Lakh (previous year ` 13415.64
Lakh) are included in ‘Property Rent and Conducting Fees’ in Note no. 29 to the Statement of Profit and Loss.

The future minimum payments under these arrangements are as under:

(` in Lakh)
Particulars 2015-2016 2014-2015
Not later than one year 16,270.85 13,299.98
Later than one year and not later than five years 56,748.41 46,059.49
Later than five years 590,679.54 1,15,983.71
Total 663,698.81 1,75,343.18

b. In respect of operating leases for office premises/godowns: The arrangements range between 11 months to 36 months
and are usually renewable by mutual consent on mutually agreeable terms. Lease payments of ` 94.97 Lakh (previous
year ` 11.27 Lakh) are included in ‘Property Rent and Conducting Fees’ in Note no. 29 to the Statement of Profit and
Loss.

44. Employee Benefits:

a) Defined Contribution Plans: Contribution to Provident Fund of ` 409.28 Lakh (previous year ` 366.20 Lakh) is
recognized as an expense and included in ‘Contribution to Provident & Other Funds’ in the Statement of Profit and
Loss and ` 19.58 Lakh (previous year ` 17.35 Lakh) is included in pre-operative expenses.

155
Notes to the consolidated financial statements
for the year ended 31st March 2016

b) Defined Benefit Plans: The amounts recognized in respect of Gratuity and Leave Encashment are as under:
(` in Lakh)
Particulars Gratuity Leave Encashment
2015-2016 2014-2015 2015-2016 2014-2015
1. Change in Benefit Obligation
Liability at the beginning of the year 508.68 344.01 210.43 143.10
Addition on acquisition during the year - 45.21 - 21.89
Interest Cost 39.61 31.91 16.39 12.41
Current Service Cost 115.30 125.47 78.13 126.91
Benefit paid (55.45) (47.40) (49.63) (41.86)
Actuarial (Gain)/Loss 25.06 9.48 (12.39) (52.02)
Actuarial Liability at the end of the year 633.20 508.68 242.93 210.43
Add: Short term leave liability - - 57.43 43.26
Liability at the end of the year 633.20 508.68 300.36 253.69
2. Expenses recognized in the Statement of Profit and Loss
Current Service Cost 115.30 125.47 78.13 126.91
Interest Cost 39.61 31.91 16.39 12.41
Actuarial (Gain)/Loss 25.06 9.48 (12.39) (52.02)
Expenses recognized in the Statement of Profit and Loss 179.97 166.85 82.13 87.30
3. Actuarial Assumptions
Discount Rate 7.70% 7.77% 7.70% 7.77%
Salary Escalation Rate 7%
Retirement Age 58 years
Withdrawal Rates 10%
Mortality IALM (2006-08) Ultimate Mortality Table

(` in Lakh)
Particulars 2015-16 2014-15
4. Other disclosure: Experience adjustment
Gratuity
Present value of defined benefit obligation 633.20 508.68
Experience adjustment on plan liabilities – (gain)/loss 22.07 (27.40)
Leave Benefits
Present value of defined benefit obligation 242.93 210.43
Experience adjustment on plan liabilities – (gain)/loss (13.54) (70.26)
The above defined benefit plans are unfunded. The estimate of future salary increase, considered in actuarial valuation, take
account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.
45. Segment Information
The Group operates in a single business segment viz. theatrical exhibition. All activities of the Group are in India and hence
there are no geographical segments.
46. Related Party Disclosure:
(i) Where Control Exists
a. Gujarat Fluorochemicals Limited – holding company
b. INOX Leasing & Finance Limited – ultimate holding company
(ii) Other related parties with whom there are transactions:
Fellow Subsidiary
a. INOX Wind Limited – subsidiary of Gujarat Fluorochemicals Limited
Key Management Personnel (KMP)
a. Mr. Pavan Kumar Jain – Director of the Company
b. Mr. Alok Tandon - Chief Executive Officer of the Company
 Annual Report
15
16
Notes to the consolidated financial statements
for the year ended 31st March 2016

Relatives of KMP
a. Mr. Vivek Kumar Jain – brother of Mr. Pavan Kumar Jain
b. Mr. Siddharth Jain – son of Mr. Pavan Kumar Jain
Enterprises over which KMP, or his relative, has significant influence
a. INOX India Private Limited (earlier INOX India Limited)

46. Related Party Disclosure - continued

(iii) Particulars of transactions:
Particulars Holding/ultimate Key management Fellow subsidiaries Enterprises over Total
holding company personnel (KMP) / which KMP, or
relatives of KMP his relative, has
significant influence
A) Transactions during the year 2015-16 2014-15 2015-16 2014-15 2015-16 2014-15 2015-16 2014-15 2015-16 2014-15
1. Interest paid
Gujarat Fluorochemicals 1,624.90 1624.90 - - - - - - 1,624.90 1624.90
Limited
INOX Leasing & Finance - 108.58 - - - - - - - 108.58
Limited
Total 1,624.90 1733.48 - - - - - - 1,624.90 1733.48
2. Remuneration paid
Mr. Alok Tandon - - 93.96 97.65 - - - - 93.96 97.65
Total - - 93.96 97.65 - - - - 93.96 97.65
3. Sales and services
Gujarat Fluorochemicals 4.58 4.86 - - - - - - 4.58 4.86
Limited
INOX Wind Limited - - - - - 79.16 - - - 79.16
INOX India Limited - - - - - - 2.34 2.58 2.34 2.58
Total 4.58 4.86 - - - 79.16 2.34 2.58 6.92 86.60
4. Inter-corporate deposits
repaid
INOX Leasing & Finance - 1100.00 - - - - - - - 1100.00
Limited
5. Sitting fees paid to director
Mr. Pavan Kumar Jain - - 1.40 1.20 - - - - 1.40 1.20
Mr. Vivek Kumar Jain - - 1.00 1.80 - - - - 1.00 1.80
Mr. Siddharth Jain - - 1.20 1.60 - - - - 1.20 1.60
Total - - 3.60 4.60 - - - - 3.60 4.60
6. Lease Rent paid
Gujarat Fluorochemicals 82.09 30.46 - - - - - - 82.09 30.46
Limited
7. Reimbursement of Expenses
Gujarat Fluorochemicals 23.42 - - - - - - - 23.42 -
Limited
B) Amounts Outstanding
1. Inter-corporate deposit
payable
Gujarat Fluorochemicals 16249.00 16249.00 - - - - - - 16249.00 16249.00
Limited
2. Trade receivables
INOX Wind Limited - - - - - 43.20 - - - 43.20
INOX India Limited - - - - - - 0.27 0.37 0.27 0.37
Total - - - - - 43.20 0.27 0.37 0.27 43.57
3. Trade payable
Gujarat Fluorochemicals 0.93 5.78 - - - - - - 0.93 5.78
Limited

157
Notes to the consolidated financial statements
for the year ended 31st March 2016

47. Particulars in respect of provision for expenses

(` in Lakh)
Particulars 2015-2016 2014-2015
a) In respect of municipal taxes payable for one of Group's multiplexes
Opening Balance 183.00 200.20
Provided during the year 52.80 52.80
Paid during the year Nil 70.00
Closing balance 235.80 183.00
b) Towards MVAT
Opening Balance 39.38 39.61
Paid during the year 14.38 0.23
Reversed during the year 25.00 Nil
Closing balance Nil 39.38
c) For service tax on renting of immovable properties
Opening Balance 1,042.44 1,042.44
Provided during the year Nil Nil
Paid during the year Nil Nil
Closing balance 1,042.44 1,042.44

48. Corporate Social Responsibility (CSR)

(a) The gross amount required to be spent by the Group during the year towards Corporate Social Responsibility (CSR)
is ` 68.03 Lakh (previous year ` 62.44 Lakh).
(b) Amount spent during the year on:
(` in Lakh)
Sr. Particulars In cash Yet to be paid Total
No. in cash
(i) Construction/acquisition of any fixed assets Nil Nil Nil
(Nil) (Nil) (Nil)
(ii) On purposes other than (i) above 5.00 Nil 5.00
Donations (45.31) (Nil) (45.31)

Note: Figures in brackets pertain to previous year.

49. Prior period items included in ‘Miscellaneous expenses’: Reversal of sale of services - `142.71 Lakh (previous year ` Nil)
 Annual Report
15
16
Notes to the consolidated financial statements
for the year ended 31st March 2016

50. Calculation of Earnings per share :

(` in Lakh)
Particulars 2015-2016 2014-2015
Profit after tax as per statement of profit and loss (` in Lakh) 7,749.00 2003.81
Weighted average number of equity shares used in computing basic earnings per 91,812,661 91,809,663
shares (nos.)
Weighted average number of equity shares used in computing diluted earnings 91,812,661 91,809,663
per shares (nos.)
Basic Earnings per share of ` 10/- each (`) 8.44 2.18
Diluted Earnings per share of ` 10/- each (`) 8.44 2.18

Note: The shares of the Company held by INOX Benefit Trust (see note no. 31) being Treasury Shares, are excluded while
computing the weighted average number of shares.

As per our report of even date attached For INOX Leisure Limited
For Patankar & Associates
Chartered Accountants
S. S. Agrawal Siddharth Jain Deepak Asher Alok Tandon Upen Shah
Partner Director Director Chief Executive Officer Chief Finance Officer
Dhanraj Mulki
Company Secretary & Vice President Legal
Place: Pune Place: Mumbai
Date: 27th April, 2016 Date: 27th April, 2016

159
Notes
Annual Report
15
16

161
INOX LEISURE LIMITED
5th Floor, Viraj Towers, Western Express Highwasy, Andheri (East), Mumbai-400 093
Phone +91 -22 4062 69 00 Fax +91 - 22 4062 69 99 E-Mail contact@inoxmovies.com
www.inoxmovies.com, Join us at App Store
 INOX LEISURE LIMITED
(CIN: L92199GJ1999PLC044045)

Registered Office: ABS Towers, Old Padra Road, Vadodara – 390 007.
Telephone: 0265 6198111 | Fax: 0265 2310312
Website: www.inoxmovies.com | Email ID: contact@inoxmovies.com

ATTENDANCE SLIP
(To be handed over at the entrance of Meeting Hall)

I certify that I am a registered Member /proxy for the registered Member of the Company.

I hereby record my presence at the 17th Annual General Meeting of the Company held at Maple Hall, Hotel Express Residency, 18/19,
Alkapuri Society, Vadodara – 390 007 on Saturday, 24th September, 2016 at 12:00 noon.

Sr. No. :

Member’s Name and

Address details

DP ID*

Client ID*

Folio No.

No. of Shares

* Applicable only for Investors holding shares in Electronic Form.

Note: Please fill in this attendance slip and hand it over at the ENTRANCE OF THE HALL.
Members attending the Meeting are requested to bring their copies of the Annual Report with them

______________________________
Member’s/Proxy’s Signature

ELECTRONIC VOTING PARTICULARS

Members may please note the user id and password given below for the purpose of e-voting in terms of Section 108 of the Companies
Act, 2013, read with Rule 20 of the Companies (Management and Administration), Rules, 2014, as amended. Detailed instructions for
e-voting are given in the attached AGM Notice.

E VOTING SEQUENCE NUMBER (EVSN) USER ID SEQUENCE NUMBER ( PASSWORD )

160827021

Note: The Voting period starts from Wednesday, 21st September, 2016 (9:00 a.m.) and ends on Friday, 23rd September, 2016 (5:00 p.m.).
The voting module shall be disabled by CDSL for voting thereafter.
 INOX LEISURE LIMITED
(CIN: L92199GJ1999PLC044045)

Registered Office: ABS Towers, Old Padra Road, Vadodara – 390 007.
Telephone: 0265 6198111|Fax: 0265 2310312
Website: www.inoxmovies.com |Email ID: contact@inoxmovies.com

PROXY FORM
[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]
17th Annual General Meeting – Saturday, 24th September, 2016
Name of the Member(s) :
Registered Address :

E-mail ID :
Folio No./ Client ID :
DP ID :

I/We, being the member(s) of ______________________________________________ shares of the above named Company, hereby appoint:
1) Name:______________________________________________________ E-mail id: ________________________________________________
Address:_______________________________________________________________________________________________________________
_________________________________________________________________________ Signature: __________________________________,
or failing him /her
2) Name:______________________________________________________ E-mail id: ________________________________________________
Address:_______________________________________________________________________________________________________________
_________________________________________________________________________ Signature: __________________________________,
or failing him /her
3) Name:______________________________________________________ E-mail id: ________________________________________________
Address:_______________________________________________________________________________________________________________
_________________________________________________________________________ Signature: __________________________________,
as my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the 17th Annual General Meeting of the Company, to be held
on Saturday, 24th September, 2016 at 12.00 noon at Maple Hall, Hotel Express Residency, 18/19, Alkapuri Society, Vadodara – 390 007 and at any
adjournment thereof in respect of such Resolutions as are indicated below.
Resolution Resolution Vote (Optional-see Note 2)
Number (Please mention no. of shares)
For Against Abstain
Ordinary Business

1. Adoption of the
(a) Audited Standalone Financial Statements of the Company for the Financial Year ended
31st March, 2016, the report of Auditors thereon and the report of the Board of
Directors for the said year; and
b) the Audited Consolidated Financial Statements of the Company for the Financial Year
ended 31st March, 2016 and the report of the Auditors thereon.
2. Appointment of Director in place of Mr. Siddharth Jain (DIN: 00030202), who retires by
rotation and, being eligible, seeks re-appointment.
3. Ratification of appointment of Independent Auditors of the Company and to authorize the
Board of Directors of the Company to fix their remuneration.
Special Business
4. To approve the payment of professional fees to Mr. Deepak Asher (DIN: 00035371),
Non-executive Director of the Company.
5. Grant of Employee Stock Options to the employees of the Holding and Subsidiary
Company(ies) of the Company under ILL – Employee Stock Option Scheme – 2006.

Signed this _____________day of ___________________2016.

____________________ _________________________ Affix a Revenue

Signature of Member Signature of Proxy Holder(s) Stamp not less
than ` 1
Notes:
1. This form of proxy, in order to be effective, should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours
before the commencement of the Meeting.
2. It is optional to indicate your preference. If you leave the ‘For’, ‘Against’ or ‘Abstain’ column blank against any or all of the resolutions, your proxy
will be entitled to vote in the manner as he/she may deem appropriate.