Company History: Our Company was incorporated on May 22 2002 under the Companies Act as Cineline Entertainment (India) Private Limited to primarily carry on the business of building owning and operating Multiplexes Theatres and entertainment centres. The name of our Company was changed to CinemaxCinemas (India) Private Limited on December 23 2005. We were convertedto a public limited company by a resolution of the members passed at the AGM held on June 12 2006. The fresh certificate of incorporation consequent to the change of name of our Company was issued by the RoC on July 27 2006.Our Company was incorporated with its registered office at Acme Commercial Arcade 4th Floor Trikamdas Road Kandivali (W) Mumbai-400067 which was subsequently shifted to 5th Floor 349 Business Point Western Express Highway Andheri (East) Mumbai 400069 consequent to the approval of the Board on March 28 2006. Pursuant to the approval of our Board on August 25 2006 the registered office of our Company was shifted from 5th Floor 349 Business Point Western Express Highway Andheri (East) Mumbai 400069 to 805 8th Floor 349 Business Point Western Express Highway Andheri (East) Mumbai 400069 where it is presently situated.
Our Company had carried out a restructuring exercise wherein seven of our group companies i.e. Rupam Private Limited Hariyash Theatres Private Limited Kanakia Shelters Private Limited Kanakia Creators Private Limited Vrushti Theatres Private Limited Cineline Cinemas (India) Private Limited and Cineline Multiplex Theatres (India) Private Limited (hereinafter referred to as the "merged entities") were merged with us with effect from April 1 2006. The High Court of Bombay sanctioned the Scheme of Amalgamation on March 24 2006. The restructuring exercise was donewith a view to consolidate the Theatres and Multiplexes operated by us through various subsidiaries under the brand name of CINEMAX and also to facilitate cost effective regulatory compliance. Some of the salient features of the Scheme of Amalgamation are as follows.
1. The entire business and whole of the undertakings of Rupam Private Limited Hariyash Theatres Private Limited Kanakia Shelters Private Limited Kanakia Creators Private Limited Vrushti Theatres Private Limited Cineline Cinemas (India) Private Limited and Cineline Multiplex Theatres (India) Private Limited as on the appointed date of April 1 2006 was transferred to and vested in our Company so as to become assets and properties of our Company.
2. The entire equity share capital of Rupam Private Limited Hariyash Theatres Private Limited Kanakia Shelters Private Limited Kanakia Creators Private Limited Vrushti Theatres Private Limited and Cineline Multiplex Theatres (India) Private Limited was being held by our Company and subsequently on the Scheme of Amalgamation becoming effective stood automatically cancelled. However we along with Rupam Private Limited Hariyash Theatres Private Limited Vrushti Theatres Private Limited and Kanakia Shelters Private Limited held collectively only 71.64% of the equity share capital of Cineline Cinemas (India) PrivateLimited and the remaining 28.36% equity shares was being held by the other shareholders who were issued twelve redeemable non-convertible Preference Shares of Rs 10 each of our Company for every one equity share held by them in Cineline Cinemas (India) Private Limited.
Currently we have three wholly owned subsidiaries namely Vista EntertainmentPrivate Limited Growel Entertainment Private Limited and Nikmo Finance Private Limited a wholly owned subsidiary of Growel Entertainment Private Limited. Vista Entertainment Private Limited and Nikmo Finance Private Limited operate our Multiplexes at Versova i.e Cinemax-Versova and at Kandivali (East) i.e Cinemax- Kandivali (East) respectively pursuant to business conducting agreements. Formore details on the business conducting agreements see the section titled "History and Certain Corporate Matters- beginning on page 93 of this Draft Red Herring Prospectus.
Major Events
A chronology of some of the key events of the group is set forth.
Calendar Yearand Month Events
December 1997 Commencement of first Theatre at Goregaon-West (Mumbai) which was owned and operated collectively by the merged entities Kanakia Creators Private Limited and Kanakia Shelters Private Limited*.
February 1998 Commencement of second Theatre at Kandivali - West (Mumbai) which was owned andoperated by the merged entity Hariyash Theatres Private Limited*.
August 1998 Commencement of Theatre at Andheri - East (Mumbai) which was owned and operated by the merged entity Vrusti Theatres Private Limited**.
October 2000 Commencement of first Theatre with multiple screens at Sion (Mumbai) under the brand name CINEPLANET which was owned and operated by the merged entity Rupam Private Limited.
December 2003 Commencement of first Multiplex at Wonder Mall Thane (near Mumbai) - under the brand name CINE WONDER.
May 2004 Commencement of Multiplex at Mira Road (near Mumbai) - under the brand name CINE PRIME and at Nashik under the brand name of CINE ZONE.
April 2005 All the Theatres/Multiplexes renamed to CINEMAX to create a chain of Theatres/Multiplexes centred around the brand CINEMAX.
September 2005 For the first time we operated a Multiplex at Versova under a conducting arrangement through our subsidiary Vista Entertainment Private Limited.
April 2006 Carried out restructuring exercise pursuant to which our erstwhile subsidiary companies (Rupam Private Limited; Hariyash Theatres Private Limited; Kanakia Shelters Private Limited; Kanakia Creators Private Limited; Vrushti Theatres Private Limited; Cineline Cinemas (India) Private Limited; and Cineline Multiplex Theatres (India) Private Limited) were merged with us with effect from April 1 2006. All the Theatres/Multiplexes were now owned directly by our Company except Cinemax - Versova and Cinemax - Kandivali (East) which we operate under conducting agreements.
May 2006 Opening of the Eternity Mall with Multiplex and the first Giggles- The Gaming ZoneTM at Cinemax- Eternity Mall Thane
* Upto 2000 although the Theatre was owned by us it was operated by Shringar Cinemas Limited.
** Upto 2000 although the Theatre was owned by us it was operated by VIP Exhibitors.
2007- Cinemax India Ltd has informed that the Board of Directors of the Company has appointed the following directors:
1. Mr. Girish Dave - Independent Director
2. Ms. Hiral Kanakia - Executive Director
-Cinemax India Limited has informed that "The Company has complied with the provisions under Sub Clause 49(III) of Clause 49 of the Listing Agreement by appointing Mr.Pravin Ghatalia Independent Director of the Company as an Independent Director of Vista Entertainment Private Limited a Subsidiary of the Company w.e.f. 31st July 2007".
2008
-Cinemax India Limited has appointed Mr. Jatin J. Shah as Company Secretary & Compliance Officer of the Company with effect from 11th March 2008.
