DIRECTORS' REPORT Dear Members, Your 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. 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 (Appointmentand 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 subsection (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 Dheeraj Kumar Chairman & Managing Director Place: Mumbai Date: 25th May, 2015 |