Company History: We were incorporated on October 26 1999 as a private limited company.Pursuant to a resolution passed by our shareholders at an EGM held onDecember 19 2004 we became a public limited company on December 24 2004 in accordance with the provisions of Section 31/44 of theCompanies Act 1956.Shringar Group started of in the early 50's when Mr. Gobindram NaoomalShroff and Mr. Vasudev Naoomal Shroff formed a partnership firm by thename of "Issardas Naoomal" with the main objective of financingBollywood films. Some of their best known films financed are Dusham Kafila Chalti Ka Naam Gaadi Jhumroo Basant Bahar Post Box 999 Howrah Bridge Do Raaste Guide Evening in Paris Aradhana Night inLondon Dharma etc.
By the mid 60's the firm formed Maya & Co. and began acquiring filmdistribution rights and distributed them to theaters through M/sChhabra Film Exchange. Holi aayee re Mera Gaon Mera Desh Dilli kathug Sazaa were films that Maya & Co distributed during this period.The success of the films at the box office prompted the Shroff brothersto venture into the distribution trade. In early 70's Mr. Shyam Shroffand Mr. Balkrishna Shroff (sons of Mr. Gobindram N. Shroff launched apartnership firm Shyamlal Balkrishna & Co. and exported various filmslike Prem Nagar Julie Chhaila Babu and Kinara to various overseascountries. Success of such films made the Shroff family launch a firmby the name of "Shringar Films" in 1975
By mid 90's Shringar Films had achieved success in the distributionbusiness with the launch of films like Qayamatse Qayamat Tak Rangeela Raja Hindustani Bombay Bandit Queen etc. In 1997 under Mr. ShravanShroff's leadership Shringar Films ventured into the exhibitionbusiness with programming of theaters as our Company's forte
Till recently Bollywood faced a genuine need for alternative sources offunding including debt and equity different from the funding receivedfrom typical private lenders. The Reserve Bank of India took the firstsuch step by allowing financing of Indian films by banks. The CentralGovernment also conferred industry status to the "EntertainmentIndustry including Films" and approved the same as an eligible activityfor film financing under the Industrial Development Board of India Act 1964 and the National Film Development Corporation. There wereseveral reasons for organized investors to stay away from financingfilm companies which included amongst others lack of transparency poor professional management clear corporate structure and an exitroute.
To respond to the defects and deficiencies as aforesaid the ShroffFamily decided to corporatise their business. Hence decision was takenin October 1999 to incorporate Shringar Cinemas Pvt. Ltd with theobjective of venturing into the multiplex business and Shringar FilmsPrivate Limited ("SFPL") for film distribution. Our Company was then awholly owned subsidiary of Shringar Films Private Limited.
Shroff Family (the Promoters) also began discussions with India ValueFund Trustee Company ("IVF or Investors") a SEBI registered venturecapital fund to evaluate possibility of funding both these companies.Some time in early 2001 the Investors infused equity capital in ourCompany as well as SFPL pursuant to two Share Subscription andShareholders Agreements both dated April 2 2001 namely SHA-1 andSHA-2 for the purpose of recording the terms on which the Investors hadinvested in SFPL and our Company respectively. These agreements alsorecorded certain rights and obligations in connection with theshareholding of both SYH and the Investors in SFPL and our Company. Tocapture the combined beneficial interest of both the Investors and SYHin SFPL and our Company a separate Valuation Agreement dated April 5 2001 was executed between the Parties and modified on March 15 2004 described else where in this chapter.
SFPL primarily engaged in the business of distribution and our Companywas to carry on the exhibition business. Under both the SHA-1 andSHA-2 our Company the Promoters and the Investors also had agreedthat before making an IPO it shall restructure the share capital ofour Company to correctly reflect the beneficial interest of theInvestors and the Promoters on the basis of valuation then agreedbetween them under the Valuation Agreement.
At that time it was envisaged that SFPL would be the main flagshipcompany and our Company would be the subsidiary of SFPL. However sometime in early 2004 since the exhibition business progressed well itwas decided to focus and promote our Company as main flagship companyand SFPL as our subsidiary. In view thereof as contemplated underSHA-1 and SHA-2 an exercise to restructure the capital structure wasundertaken which resulted in our Company being the holding or parentcompany of SFPL. However whilst doing this it was all along agreed andunderstood that the rights of both the SYH and the Investors asshareholders as agreed under the SHA-1 and SHA-2 has to be maintained in the respective companies. In order to keep documentation simpleinstead of re-executing fresh shareholders agreements to reflect thechange in the capital structure the Promoters SYH IVF our Companyand SFPL executed a combined Supplementary Agreement on December 2 2004 to record the changes to SHA-1 and SHA-2.
The Supplementary Agreement confirms that all references to "SFPL" or"Company" in SHA-1 would now mean only to our Company since ourCompany is the parent company and the entire SHA-1 would be construedand interpreted accordingly. All rights given to the Promoters/SYH andthe Investors for SFPL would now be available for our Company asmodified by the Articles of Association Similarly certain rights which were given to the Investors under SHA-2 for our Company wouldnow be available to the Investors in SFPL since SFPL is now thesubsidiary of our Company.
Prior to the execution of SHA-1 and SHA-2 the Promoters and Mr.Vasanji Mamania and others ("VM Group") had already formed a company inthe name of Adiabs Shringar Multiplex Cinemas Private Limited (ASMCPL)as a Joint Venture which owned the Andheri Multiplex property inMumbai. ASCMPL has entered into a business conducting agreement withSwanston Multiplex Cinemas Private Limited ("Swanston") for licensingto use and occupy the premises for running of Andheri Multiplex for anagreed amount of royalty. In furtherance to the objectives outlined inSHA-1 and SHA-2 Swanston became our subsidiary in June 2002 along withVM Group holding 49.99% which shares have now been transferred toAdiabs Films Limited.
2005
-The company plans to raise Rs 38-43 crore from the equity market through an initial public offering of 81 50 000 equity shares of Rs 10 each. The price band has been set at Rs 47-53 per share.
The proceeds of the IPO will be used for funding exhibition growth and opening up multiplexes in Thane Hyderabad Aurangabad and Kolkata. The book running lead managers to the issue are Enam Financial Consultants Pvt Ltd and JM Morgan Stanley Pvt Ltd.
-Shringar Cinemas public issue oversold 3.84 times
2007
-Shringar Cinemas Limited has appointed Ms. Pooja N. B.Com ACS LL.B. as the Company Secretary of the Company with effect from 18th June 2007 and she shall act as the Compliance Officer of the Company henceforth till her tenure as a Company Secretary in the Company.