Your Directors have great pleasure in presenting the report together with the AuditedBalance Sheet as at 31st March 2014 and Profit & Loss Account for the year ended onthat date.
The summarized performance of the Company for the years 2013-14 and 2012-13 is givenbelow:
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For Financial Year Ended
|Particulars ||31st March 2014 ||31st March 2013 |
|Total Income ||285.09 ||314.80 |
|Total Expenditure ||268.37 ||298.27 |
|Profit before Tax ||16.71 ||16.52 |
|Less: Tax Expense ||11.4 ||4.85 |
|Profit / (Loss) After Tax ||5.26 ||11.7 |
During the year under review your Company has recorded a total income of Rs. 285.09lacs against Rs. 314.80 lacs in the previous year. Net Profit before Taxation for thefinancial year ended March 31 2014 increased to Rs. 16.71 Lacs from Rs. 16.52 Lacs.Consequently the Profit after Tax decreased from Rs. 11.7 Lacs to 5.26 Rs. Lacs.
To conserve the resources of the company your directors do not recommend any dividendduring the year under review.
We have not accepted any fixed deposits and as such no amount of principal or interestwas outstanding as on the date of Balance Sheet.
In accordance with the provisions of the Companies Act 1956 and the CompanysArticles of Association Ms. Asha Rani and Mr. Rajesh Kumar RamjasJaiswar were appointedas Additional Directors of the Company and signifying his intention for appointed asDirectors of Company. Your Directors recommend their appointments for your approval.
During the year Mr. Dinesh Jhindal and Mrs. Kirti resigned from the Directorship.
Pursuant to Section 149 of the Companies Act 2013 (new act) read with the Rules madethereunder the Independent Directors shall hold office for a period of upto 5 consecutiveyears and shall not be liable to retire by rotation. They may be appointed for a maximumof two consecutive terms of upto 5 years each. In terms of Presently Ms. Asha Rani andMs. Neena Sood are the Independent Directors of the Company. As per their existing termsof appointment all of them are liable to retire by rotation. However under the new actand the Listing Agreement they may be appointed afresh with a fixed period of upto 5years.
The Board considered the independence of each of the above mentioned Directors in termsof Section 149 and Schedule IV to the Companies Act 2013 and the Listing Agreement andwas of the view that the proposed directors fulfill the criteria of independence asmentioned in the above provisions and can be appointed in the above provisions and can beappointed as Independent Directors. All the proposed Directors possess requisitequalifications appropriate skills experience and knowledge in one or more fields offinance law management marketing administration technical operations and otherdisciplines related to Companys business positive attributes already being on the Boardof the Company and benefits that the Company will derive with their appointment the Boardhas recommended their appointment as Independent Directors of the Company to hold officefor a term of five consecutive years commencing from the date of Annual General Meeting ofthe Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies Act 1956 withrespect to Directors Responsibility Statement it is hereby confirmed that:
1. That in the preparation of the annual accounts for the year ended March 31 2014 theapplicable Accounting Standards read with the requirements set out under Schedule VI ofthe Companies Act 1956 have been followed and there are no material departures from thesame if any;
2. That they have selected such Accounting Policies and applied them consistently andmade judgments and estimates that were reasonable and prudent so as to give a true andfair view of the State of affairs of the Company as at March 31 2014 and of the Profit ofthe Company for the year ended on that date;
3. That they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
4. That they have prepared the Annual accounts of the Company on a goingconcern basis.
M/s Ranjan Gupta & Co. Chartered Accountants Statutory Auditors of the Companyretire at the conclusion of the ensuing Annual General Meeting of the Company. They haveoffered themselves for re-appointment as Statutory Auditors and have provided acertificate that their appointment if made will be in conformity with the provisions ofSection 224(1B) of the Companies Act 1956. The Board of Directors and the Audit Committeerecommend their appointment for the ensuing year.
Since the Company has no subsidiaries as on 31st March 2014 provision of section 212of the Companies Act 1956 is not applicable.
During the year under review the authorized share capital of the Company was increasedfrom Rs.16 Crores divided into 16000000 equity shares of Rs. 10/- each to Rs. 25 Croresdivided into 25000000 equity shares of Rs. 10/- each.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Clause 52 of the Listing Agreement to be entered into with BombayStock Exchange Ltd. Management Discussion and Analysis Report is presented in theseparate section and forms an integral part of the Directors Report.
Your Company's Equity Shares got listed on 12th March 2013 on SME platformof BSE Ltd. (BSE). A Certificate from Statutory Auditors of the Company on the compliancewith Corporate Governance requirements by your Company is attached to the Report onCorporate Governance.
PARTICULARS OF EMPLOYEES
No Employee of the Company draws remuneration in excess of limit prescribed underSection 217(2A) of the Companies Act 1956 read with the Companies (Particulars ofEmployees) Rules 1975.
ENERGY CONSERVATION MEASURES TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The provisions of Section 217(1) (e) of the Companies Act 1956 read with Rule 2 of theCompanies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 arenot applicable to the Company. Therefore the information relating to conservation ofenergy or technology absorption etc. is not given. There has been no foreign exchangeearning and outgo during the year under Report.
Your Directors would like to express their sincere appreciation of the co-operation andassistance received from Shareholders Bankers regulatory bodies and other businessconstituents during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for thecommitment displayed by all executives officers and staff resulting in successfulperformance of the Company during the year.
| ||By Order of the Board || |
| ||For CHANNEL NINE ENTERTAINMENT LIMITED || |
| ||Sd/- ||Sd/- |
| ||Rajesh Kumar ||Gaj Raj Singh |
|Date: 23.08-2014 ||Director ||Director |
|Place: New Delhi ||DIN: 06845321 ||DIN: 02925387 |