History of Cinemax India Ltd.
Our Comp. was incorporated on May 22, 2002 under the Companies Act as Cineline Entertainment [Indias] Private Limited to primarily carry on the business of building, owning, & operating Multiplexes, Theatres & entertainment centres. The name of our Comp. was changed to Cinemax Cinemas [Indias] Private Limited on December 23, 2005. We were converted to a public limited Comp. by a resolution of members passed at the AGM held on June 12, 2006. The fresh certificate of incorporation consequent to the change of name of our Comp. was issued by RoC on July 27, 2006.
Our Comp. was incorporated with its registered office at Acme Commercial Arcade, 4th Floor Trikamdas Road, Kandivali [Ws] Mumbai-400067, which was subsequently shifted to 5th Floor, 349 Business Point, Western Express Highway, Andheri [Easts], Mumbai 400069 consequent to the approval of Board on March 28, 2006. Pursuant to the approval of our Board on August 25, 2006, the registered office of our Comp. was shifted from 5th Floor, 349 Business Point, Western Express Highway, Andheri [Easts], Mumbai 400069 to 805, 8th Floor, 349 Business Point, Western Express Highway, Andheri [Easts], Mumbai 400069, where it is presently situated.
Our Comp. 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 [Indias] Private Limited, & Cineline Multiplex Theatres [Indias] Private Limited [hereinafter referred to as the 'merged entities's] 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 done with a view to consolidate the Theatres & Multiplexes operated by us through various subsidiaries under the brand name of CINEMAX & also to facilitate cost effective regulatory compliance. Some of salient features of Scheme of Amalgamation are as follows.
1. The entire business & whole of undertakings of Rupam Private Limited, Hariyash Theatres Private Limited, Kanakia Shelters Private Limited, Kanakia Creators Private Limited, Vrushti Theatres Private Limited, Cineline Cinemas [Indias] Private Limited & Cineline Multiplex Theatres [Indias] Private Limited, as on the appointed date of April 1, 2006 was transferred to & vested in our Comp. so as to become assets & 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 & Cineline Multiplex Theatres [Indias] Private Limited was being held by our Comp. & 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 & Kanakia Shelters Private Limited held collectively only 71.64% of equity share capital of Cineline Cinemas [Indias] Private Limited & the remaining 28.36% equity shares was being held by other shareholders, who were issued twelve redeemable non-convertible Preference Shares of Rs 10 each of our Comp. for every one equity share held by them in Cineline Cinemas [Indias] Private Limited.
Currently, we have three wholly owned subsidiaries namely Vista Entertainment Private Limited, Growel Entertainment Private Limited & Nikmo Finance Private Limited, a wholly owned subsidiary of Growel Entertainment Private Limited. Vista Entertainment Private Limited & Nikmo Finance Private Limited operate our Multiplexes at Versova i.e Cinemax-Versova & at Kandivali [Easts] i.e Cinemax- Kandivali [Easts] respectively, pursuant to business conducting agreements. For more 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 key events of group is set forth.
Calendar Year and Month Events
December, 1997 Commencement of first Theatre at Goregaon-West [Mumbais] which was owned & operated collectively by merged entities Kanakia Creators Private Limited & Kanakia Shelters Private Limited*.
February, 1998 Commencement of second Theatre at Kandivali - West [Mumbais], which was owned andoperated by merged entity Hariyash Theatres Private Limited*.
August, 1998 Commencement of Theatre at Andheri - East [Mumbais] which was owned & operated by merged entity Vrusti Theatres Private Limited**.
October, 2000 Commencement of first Theatre with multiple screens at Sion [Mumbais] under the brand name CINEPLANET, which was owned & operated by merged entity Rupam Private Limited.
December, 2003 Commencement of first Multiplex at Wonder Mall, Thane [near Mumbais] - under the brand name CINE WONDER.
May, 2004 Commencement of Multiplex at Mira Road [near Mumbais] - under the brand name CINE PRIME & 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 [Indias] Private Limited; & Cineline Multiplex Theatres [Indias] Private Limiteds] were merged with us with effect from April 1, 2006. All the Theatres/Multiplexes were now owned directly by our Company, except Cinemax - Versova & Cinemax - Kandivali [Easts], which we operate under conducting agreements.
May, 2006 Opening of Eternity Mall with Multiplex & 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 Comp. has appointed the following directors:
1. Mr. Girish Dave - Independent Director
2. Ms. Hiral Kanakia - Executive Director
-Cinemax India Limited has informed that 'The Comp. has complied with the provisions under Sub Clause 49[IIIs] of Clause 49 of Listing Agreement by appointing Mr.Pravin Ghatalia, Independent Director of Company, as an Independent Director of Vista Entertainment Private Limited, a Subsidiary of Company, w.e.f. 31st July 2007'.
2008
-Cinemax India Limited has appointed Mr. Jatin J. Shah as Comp. Secretary and Compliance Officer of Comp. with effect from 11th March, 2008.
