Annual Report Summary
Imagine Marketing Limited Annual Report-2021-22 Summary:
Overview:
The document is the Annual Report for 2021-22 of Imagine Marketing Limited, the parent company of the boAt lifestyle brand. The report includes notice of the 9th Annual General Meeting (AGM) scheduled for December 23, 2022, financial performance details, and information on the company's board, key personnel, and operations. It also covers regulatory compliances, auditor reports, and various resolutions to be considered at the AGM.
Corporate Information (Page 2):
- Board of Directors & Key Managerial Personnel:
- Key personnel include: Mr. Sameer Mehta, Mr. Aman Gupta, and Mr. Vivek Gambhir (Whole-time Directors); and Mr. Anish Saraf (Non-Executive Director).
- Registered and Corporate Offices: Addresses in Mumbai and New Delhi, respectively, along with contact details.
- Bankers: Lists The Hongkong and Shanghai Banking Corporation Limited, RBL Bank Limited, and others.
- Auditors: M/s. BSR & Co. LLP (Statutory) and M/s. M Siroya and Company (Secretarial).
Notice of Annual General Meeting (AGM) (Pages 3-22):
- Date & Time: Friday, December 23, 2022, at 11:30 a.m. (IST) via video conference.
- Ordinary Businesses:
- Adoption of audited standalone and consolidated financial statements for the year ended March 31, 2022.
- Re-appointment of Mr. Sameer Ashok Mehta as a Director.
- Special Businesses:
- Appointment of Mr. Sameer Ashok Mehta as Whole Time Director. The remuneration includes Rs. 2.50 Crore per annum plus a performance linked bonus.
- Appointment of Mr. Aman Gupta as Whole Time Director. Similar remuneration structure to Mr. Mehta.
- Appointment of Mr. Vivek Gambhir as Whole Time Director. Remuneration of Rs. 3 Crore per annum plus performance bonus.
- Approval of remuneration by way of commission to Non-Executive and Independent Directors for the financial year ended March 31, 2022, and for a period of five years.
- Amendment of Articles of Association of the Company.
- Approval of Employee Stock Option Plan for employees of the Subsidiaries Company(ies).
- Approval for ESOPs granted to employee above 1% of the total paid-up share Capital of the Company under the “Imagine Management Stock Option Plan-2021 for employees of the Subsidiary Companies
- E-voting Information: Details for remote e-voting and attending the AGM via video conference are provided, including instructions, deadlines (remote e-voting from December 20, 2022, 9:00 A.M. to December 22, 2022, 5:00 P.M.), and contact information for assistance.
Explanatory Statement (Pages 23-29):
- Detailed justification for the special resolutions, including rationale for appointing the Whole Time Directors (Mr. Mehta, Mr. Gupta, Mr. Gambhir) and setting their remuneration.
- Details regarding remuneration to Non-Executive & Independent Directors, and proposed changes to the Articles of Association.
- Information on Employee Stock Option Plans (ESOPs).
Directors' Report (Pages 33-49):
- Financial Performance: Summary of standalone and consolidated financial performance, including total income, expenditure, and profit for the financial year ended March 31, 2022, compared to the previous year (31.03.2021)
- Dividend: No dividend recommended.
- Transfer to IEPF: Unclaimed dividend is to be transferred to Investor Education and Protection Fund
- State of Company Affairs: Discussion of industry trends, regulatory reforms, and the company's operations, including performance indicators and strategic outlook.
- Change in Nature of Business: No change in the nature of the business of the Company.
- Material Changes: No material changes or commitments affecting the financial position of the Company.
- Change of Name: The name of the Company has been changed from Imagine Marketing Private Limited to Imagine Marketing Limited
- Filing of DRHP: Board has resolved to file draft red herring prospectus
- Capital Structure: details the authorized share capital structure
- Board Composition: Lists the directors (Mr. Aman Gupta, Mr. Sameer Mehta, etc.), noting changes in board composition during the year.
- Board Committees: Audit Committee and Nomination and Remuneration Committee details.
- Corporate Social Responsibility (CSR): Details about CSR activities, expenses, and policy.
- Stakeholder Relationship Committee and Risk Management Committee: Information about these committees is also given
- Regulatory action Approval:
- Internal Financial Control:
- Auditors:
- Details in Respect of Fraud Reported by Auditors:
- Regulatory Action / Approval: There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and operations of the Company in future.
- Regulatory Action / Approval: There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and operations of the Company in future.
- Compliance With Secretarial Standards:
- Details of Subsidiaries, Joint Ventures (JV) or Associate Companies: List of subsidiary and associate companies is included.
- Acknowledgement: Appreciation for support from stakeholders.
Annexure A: Report on CSR activities: Explains the company's CSR initiatives and expenditures.
Auditor Reports (Pages 50-62): Include Independent Auditor's Report, Secretarial Audit Report, and comments on financial statements.
Financial Statements (Pages 63-133): Detailed standalone and consolidated financial statements, including the balance sheet, profit and loss statement, cash flow statement, and notes to the accounts, along with the auditor's report. Addresses key aspects such as accounting standards, share capital, reserves, borrowings, and various assets and liabilities.
Subsidiary Details and Financials in Indian Currency (Pages 134-143): Presents detailed figures of Imagine Marketing Limited along with its subsidiaries.
