| Dear Members,
The Directors have pleasure in presenting the 29th Annual Report on
the business and operations of the Company along with the Audited
Accounts of the company for the year ended March 31,2015.
Financial Performance
(Rs. in lacs)
31.03.2015 31.03.2014
Sales 1349.90 1 761.02
Less: Cost of Software 1519.69 1424.60
Gross Profit (169.79) 336.42
Other Income 151.63 155.51
Total (18.16) 491.93
Less: Other Expenses before interest 252.89 251.06
and Depreciation
Operating Profit/(Loss) (271.05) 240.87
Less: Interest 35.95 14.19
Less: Depreciation 29.14 60.62
Net Profit/(Loss) before Tax (336.14) 166.06
Less: Provision for Deferred Tax 0.00 0.00
Less: Current Tax ( MAT) 0.00 33.08
Add: MAT Credit Entitlement 0.00 (6.13)
Net Profit/(Loss) after tax (336.14) 139.11
Earning per share
Basic (1.68) 0.69
Diluted (1.68) 0.69
Dividend Rate -
Review of Financial Operations
During the year under review, the turnover was Rs. 1349.90 Lacs as
compared to Rs. 1761.02 Lacs of last year showing a decline by 23.35 %
over last year. The net loss for the year was Rs. 336.14 lacs as
compared to net profit of Rs. 139.11 Lacs of last year.
Dividend
In view of the loss suffered by the company the board is unable to
recommend any dividend for the year under review.
Business Performance
During the year under review the following major serials were telecast
1. "Teen Nadano ki Nadaaniyaan" on Reliance Big Magic Channel
2. "Singhasan Battisi" on Sony Pal Channel
3. "Betaal aur Singhasan Battisi" on Sab TV Channel
Your company had entered into Historical genre and produced Historical
based serial "Singhasan Battisi" for new channel of Sony Group-Sony
Pal. The serial was during well in term of performance and was
maintaining No. 1 position across all the programs run on Sony Pal
channel. The company was quite hope full for long run of this serial
but unfortunately the Sony pal channel discontinues all new programs
and your company serial was also one of them and this serial could run
only for six months. However, your company is doing more research in
this genre and quite hopeful to get more projects on various channels.
"Teen Nadano Ki Nadaaniyaan" On Big Magic Channel went off the air in
the Month of July 2014 due to the completion of the agreement.
Future Plans / Outlooks
The future outlook of content creator is very challenging and promising
due to huge core competition at present. Shifting consumer behaviors,
Data base, disruptive technologies, convergence and quadruple play
offerings are revolutionizing the media industry.
Digital Media and E-commerce is growing fast and setting new business
models in the Media & Entertainment Industry. Your company may explore
possibilities in this field in term of content creation or other
avenues.
The Company is also focusing on other business opportunities such as
event management and non-fiction programs. Your Company is ready to
face all tough Challenges of media and entertainment to attain future
targets for the ensuring year by expanding its business operations in
vertical modes.
The Management of the Company is constantly looking for widening the
prospects of the Company through an increased presence on various
channels, the plugging of vacant slots, the creation of unique content
for new coming channels and strategic diversification. In view of this,
the Management is confident that the Company will continue to deliver
the excellent value to the viewers and stakeholders in future.
Fund Utilization
Up to the financial year ending 31st March, 2015, the Company has
utilized Rs. 1413.64 Lacs from the funds received from the Initial
Public Issue. The balance unutilized funds which have been invested in
fixed deposits, which will be utilized in the near future.
Public Deposit
The Company has not accepted any public deposit during the year under
review.
Internal Auditor and Report
In Compliance with the provisions of the section of 138 of the
Companies Act, 2013, The company has appointed independent internal
auditor M/s Jayram & Co., Chartered Accountants, Mumbai as Internal
Auditors for the Financial Year 2014-2015. to conduct the internal
audit of the company that reviews internal controls and operating
systems and procedures. This ensures robustness and integrity of
financial reporting, internal controls, allows optimal use and
protection of assets, facilitates accurate and timely compilation of
financial statements and management reports and ensures compliance with
statutory laws, regulations and company policies.
Secretarial Audit Report
During the year, Secretarial Audit was carried out by Mr. Kaushal
Doshi, Practicing Company Secretary (ACS No. 32178) in compliance with
Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014. The report of
Secretarial Auditor forming part of this Annual report does not contain
any qualification, reservation or adverse remarks.
Statutory Auditors and Audit Report.
M/s Uttam Abuwala & Co., Chartered Accountants,(Firm Registration No.
111184W) Mumbai, Independent Auditors of the Company will retire at the
forthcoming Annual General Meeting and are eligible for re-
appointment. The Company has received a confirmation from M/s Uttam
Abuwal & Co., Chartered Accountants, to the effect that their
re-appointment as Statutory Auditors, if made, would be within the
limits under the section 141 of Companies Act 2013 read with the Rule 4
of Companies (Audit & Auditors) Rules 2014. It is proposed to reappoint
them from the conclusion of this Annual General Meeting till the
conclusion of the next Annual General Meeting, subject to the approval
of shareholders.
There are no qualifications or adverse remarks in the Auditors' Report
which require any clarification/ explanation. The Notes on financial
statements are self-explanatory, and needs no further explanation.
Further the Auditors' Report for the financial year ended, 31st March,
2015 is annexed with this annual report for your kind perusal and
information.
Corporate Social Responsibility
The company does not fall under the criteria of Section 135 of
Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, hence the said provision is not
applicable to the Company.
Loans, Guarantees and Investments.
The Company has not given any Loan or Guarantee nor has made any
Investment during the year under reporting attracting the provisions of
Section 186 of the Companies Act, 2013, hence the said provision is not
applicable to the Company.
Extract of the Annual Return
The Extract of Annual Return as required under section 92(3) of the
Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, in Form MGT-9 is annexed with this annual
report for your kind perusal and information.
Meetings Of The Board Of Directors
The Company held Four Board Meetings during the Financial Year under
review. Details of the same forms part of the Corporate Governance
Report is annexed with this annual report.
Related Party Transactions:
Apart from the related party transactions in the ordinary course of
business , details of which are given in the notes to the financial
statements, there were no other related party transactions requiring
disclosure in Directors Report for the compliance with the companies
act, 2013.
Conservation of energy, technology absorption and Foreign Exchange
Earnings & outgo
Considering the nature of business of the company, the particulars
required to be furnished pursuant to applicable Section 134 of the
Companies act, 2013 read with Companies Rules, 2014 are not applicable
to the company. There were no foreign exchange earnings and outgo
during the current period.
Directors
A) Changes in Directors and Key Managerial Personnel
The individual details of Directors seeking re-appointment at the
ensuing Annual General Meeting of the Company are annexed to the notice
of Annual General Meeting. There were no change in Directors and Key
managerial Personnel for the year under review.
B) Declaration by an Independent Director(s)
The Company has received and taken on record the declarations from all
the Independent Directors of the Company confirming that they meet with
the criteria of independence as prescribed both under sub section (6)
of Section 149 of the Companies Act, 2013 and under Clause 49 of the
Listing Agreement with the Stock Exchanges.
C) Appointment and Remuneration
Considering the requirement of skill, eminent people having an
independence standing in their respective field, profession and who can
effectively contribute to company's business and policy decision are
considered by the Nomination and Remuneration Committee for appointment
as an independent director on the board. The Committee considers
ethical standards of integrity, qualifications, expertise and
experience of the person as appointment as director and not
disqualified under the Companies Act, 2013 and rules made there under
and accordingly recommended to the board for appointment.
Remuneration to Whole Time Director/ Executive Directors is governed
under the relevant provisions of the Companies Act, 2013 and the Rules
made there under. Independent/ Non-Executive Directors are paid sitting
fees for attending the meeting of board/committees thereof. The Company
policy on directors' remuneration is given in Corporate Governance
Report which forms part of this annual Report.
Corporate Governance Report
* The Company is committed to maintain the highest standards of
corporate governance and adhere to the corporate governance
requirements set out by SEBI. The Company has also implemented several
best corporate governance practices as prevalent globally.
* The Report on corporate governance as stipulated under Clause 49 of
the Listing Agreement forms part of the Annual Report.
* The requisite certificate from the Auditors of the Company confirming
compliance with the conditions of corporate governance as stipulated
under the aforesaid Clause 49, is attached to the Report on corporate
governance.
Risk Management Policy
The Audit Committee has established a Risk Management Policy. The
business risk is managed through cross functional involvement and
communication across Department. Risk management and internal control
processes focuses on areas that continue to meet the progressive
governance standards. The Audit Committee and Management does review
periodically the business risk areas covering operational and financial
risks to safeguard and protect the business from any risky measures.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, in a separate meeting of Independent Directors,
performance of non-independent directors, performance of the board as a
whole and performance of the Whole Time Directors, Chairman and
executive directors was evaluated. Based on such meeting of
Independent Directors and taking into account the views of executive
directors and non-executive directors the Board had evaluated its
performance on various parameters such as Board composition and
structure, effectiveness of board processes, effectiveness of flow of
information, contributions from each Directors, efficient discharge of
their responsibilities etc.
Personnel
There were no employees covered under the preview of section 197 of the
companies Act, 2013 and the rules and amendments made under in
Companies Act, 2013. Remuneration paid to Directors and Key Managerial
Persons during the year reported in MGT 9 (Extract of Annual Return)
annexed with this annual Report.
Directors' Responsibility Statement
Pursuant to Section 134 of the Companies Act, 2013, in relation to the
Audited Financial Statements for the Financial Year 2014-2015, your
Directors confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed.
ii) The accounting policies have been consistently applied 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 and loss account of the company
for that period as disclosed in the enclosed accounts.
iii) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
applicable Companies Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
iv) The annual accounts on a "going concern" basis.
v) The internal financial controls are adequate and were operating
effectively.
vi) The proper systems are made to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work
the company is able to achieve the results.
For and on behalf of the Board of Directors
Creative Eye Limited
Place: Mumbai Dheeraj Kumar
Date: 25th May, 2015 Chairman & Managing Director |