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CDI International Ltd.

BSE: 526141 Sector: Media
NSE: COMPACDISC ISIN Code: INE821B01019
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CDI International Ltd. (COMPACDISC) - Director Report

Company director report

DIRECTORS

Dear Shareholders

Your directors have pleasure in presenting the 22nd Annual Report andAudited Financial Statements of your Company for the financial year ended 31stMarch 2014.

FINANCIAL HIGHLIGHTS

(Rupees in lacs)
Particulars Year ended March 31 2014 Year ended March 31 2013
Total Income - -
Total expenditure 54.19 35.56
Profit/Loss before tax (54.19) (35.56)

OPERATIONAL PERFORMANCE AND FUTURE OUTLOOK

The Indian Media and Entertainment (M&E) Industry one of the most vibrant andexciting industries in the world has had a tremendous impact on the lives and the Indianeconomy. With the addition of new media such as animation online gaming and applicationsrunning on mobile devices a new dimension has been added to the world of media that wasdominated by traditional media. In addition to their implicit impact all media platformsprovide a great opportunity to carry explicit messages to create social impact.

India continues to remain an important outsourcing destination offering significantcost arbitrage to countries in North America and Europe. Moreover growing presence ofIndia studios in international markets has enabled them to capitalize on synergy acrossvarious offices locations talent and projects.

DIRECTORS

Pursuant to Section 149 of the Companies Act 2013 the Board at its meeting held on 14thAugust 2014 recommended appointment of Ms. Santosh Grover and Mr. Pant Raj Sachdev asIndependent Directors of the company not liable to retire by rotation for a period offive years from the date of its 22nd annual general meeting Subject to approvalof the members of the company. These Directors have given the declarations to the boardthat they meet the criteria of independence as provided under Section 149(6) of the saidact and also confirmed that they will abide by the provisions as mentioned in schedule IVof the companies' act 2013.The Board recommends the resolutions for your approval of theabove appointments

Ms. Rashmee Seengal Director retire by rotation and being eligible has offeredherself for re-appointment. The Board same recommends the same for your approval.

PARTICULAR OF LOANS GUARANTEES OR INVESTMENTS

The company has not made any investments in the Financial Year 2013-2014.

CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to good corporate governancepractices. Your Company fully adheres to the standards set out by the Securities andExchange Board of India for Corporate Governance practices and has implemented all of itsstipulations.

As required by Clause 49 of the Listing Agreement of Stock Exchange a separate sectionon Corporate Governance together with a certificate from Company's Statutory Auditorsforms part of this Annual Report.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

As a part of the Green Initiative in Corporate Governance The Ministry of Corporateaffairs (MCA) Government of India through its Circular nos.17/2011 and 18/2011 datedApril 21 2011and April 29 2011 respectively has allowed companies to send officialNotices/documents to their shareholders electronically.

As a responsible Corporate Citizen your Company has actively supported theimplementation of Green Initiative and effected electronic delivery of Notice of annualGeneral Meeting (AGM) to those shareholders whose email IDs were already registered withthe Depository Participants.

Shareholders are requested to support the "THINK GREEN GO GREEN" initiativeof your company by registering/ updating e-mail addresses for receiving electroniccommunications.

FIXED DEPOSITS

The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet.

DIVIDEND

In view of the losses incurred by the Company during the year under review yourdirectors do not recommend any dividend for the year 2013- 14

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management Discussion and Analysis Report for the year under review as stipulatedunder clause 49 of the Listing Agreement with stock exchanges in India is presented in aseparate section forming part of the Annual Report.

SHARE CAPITAL

Increased in Authorized Capital

During the Financial Year 2013-14 Company has an Authorized Capital of Rs. 150000000/-divided into 15000000 no. of equity shares of Rs.10/-.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on Bombay Stock Exchange and Ludhiana StockExchange. The annual listing fees for the year 2014-15 have been paid to these StockExchanges.

STATUTORY AUDITORS

M/s. Sinha Gupta & Associates Chartered Accountants has been appointed asStatutory Auditors in the meeting of the Board of Directors to inter alia conduct Auditfor the financial Year 2013-14 on ad- hoc basis subject to approval of shareholders in theensuing Annual General Meeting as M/s. Gaur Jain & Co. Chartered Accountants couldnot hold the office due to some unavoidable circumstances. Being eligible for appointmentM/s. Sinha Gupta & Associates Chartered Accountants have expressed their willingnessto be appointed as Statutory Auditors of the Company. They have given certificate to theeffect that the appointment if made would be within the limit prescribed under section139 of the Companies Act 2013. Your directors recommend their appointment for four years.Accordingly the Statutory Auditors have audited the Annual Financial Statements of theCompany for the Financial Year ended 31st March 2014.

SECRETARIAL AUDITORS

In Pursuance of provisions of Section 204 of the Companies Act 2013 Mr. SanjeevSharma Company Secretary in practice has been appointed as Secretarial Auditor by theBoard of your Company for carrying out Secretarial Audit for the Financial Year 2014-15.

INTERNAL AUDITORS

In pursuance of provisions of section 138 of Companies Act 2013 read with Companies(Account) Rules 2014 Mr. Manish Mehndroo has been appointed as Internal Auditor of yourCompany for carrying out Internal Audit for the Financial Year 2014-15.

STATUTORY AND OTHER INFORMATION REQUIREMENTS

Information required to be furnished as per the Companies Act Listing Agreement withStock exchanges Management Discussion & Analysis Report Report on CorporateGovernance Auditor's Certificate on Corporate Governance forms the part of this AnnualReport.

DIRECTORS' RESPONSIBILITY STATEMENT

With reference to Section 217(2AA) of the Companies Act 1956 your Directors confirmthat:-

(i) in the preparation of the Annual Accounts for the financial Year 2013-14 theapplicable accounting standards have been followed along with proper explanations relatingto material departures wherever applicable;

(ii) such accounting policies have been selected and applied consistently and judgmentsand estimates made that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the Company at the end of the Financial Year and of the profit ofthe Company for that period;

(ii) proper and sufficient care is taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities; and

(iii) The Annual accounts have been prepared on a 'going concern' basis.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company theparticulars as prescribed under Section 217(1)(e) of the Companies Act 1956 read withCompanies' (Disclosures of Particulars in the Report of the Board of Directors) Rules1988 regarding Conservation of Energy and Technology Absorption are not applicable to theCompany.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review the Company has neither earned nor used any foreignexchange.

PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT 1956

There is no employee in the company whose particulars are required to be given undersection 217 (2A) of the Companies Act 1956.

VIGILANCE MECHANISM

Vigilance Mechanism lays its emphasis on 'Preventive Vigilance' so as to enhancetransparency and accountability on systems and procedures.

INVESTOR RELATIONS

Your Company always endeavors to keep the timely response to shareholder'srequest/grievances at a minimum. Priority is accorded to address all the issues raised bythe shareholders and provide them satisfactory reply at the earliest possible time. TheStakeholder Relationship Committee (earlier Shareholder's and Investor Grievancescommittee) of Board meets periodically and reviews the status of redresses of investor'sgrievances.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operationand assistance received from the stakeholders and business associates who have extendedtheir valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitudeand appreciation for the commitment displayed by staff at all levels of the Company. Welook forward for your continued support in the future.

By the order of the board

For CDI International limited

Sd/-

Mr. Suresh Kumar

(Managing Director)

DIN: 00507208

Place : Chandigarh

Date : 21.08.2014.

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