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Cinerad Communications Ltd.

BSE: 530457 Sector: Media
NSE: N.A. ISIN Code: INE959B01017
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VOLUME 500
52-Week high 5.75
52-Week low 3.88
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 3.80
Sell Qty 2000.00
OPEN 4.00
CLOSE 4.00
VOLUME 500
52-Week high 5.75
52-Week low 3.88
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 3.80
Sell Qty 2000.00

Cinerad Communications Ltd. (CINERADCOMMUNIC) - Director Report

Company director report

Your Directors have pleasure in presenting the Thirtieth Annual Report together withthe Audited Statement of Accounts of the Company for the Year ended March 31 2016.

1. FINANCIAL RESULTS:

( Rs in Lacs)

Particulars March 31 2016 March 31 2015
Sales and Other Income 11.15 12.59
Profit before depreciation & taxation (3.31) (1.65)
Less: Depreciation 0.00 0.00
Less: Deferred Tax (1.45) 16.59
Profit after taxation (4.76) 14.93
Add: Balance brought forward from previous year (841.63) (818.19)
Surplus available for appropriation (846.38) (841.63)
Appropriations
Deferred Tax Adjustment 0.00 17.11
Advance for FBT Written Off 0.00 (0.10)
Transitional Provision for Depreciation 0.00 (55.38)
Balance carried to Balance sheet (846.38) (841.63)

Note ; The above figures are extracted from the standalone financial statements as perIndia Generally Accepted Accounting Principles (GAAP)

During the year under review the Company has incurred an operating loss of Rs. 3.31lakhs as against operating loss of Rs. 1.65 fakhs for the previous year and the total lossamounts to Rs. 4.76 lakhs as against profit of Rs. 14.93 lakhs in the previous year. TheManagement is putting sincere efforts to start the operation at the full scale. TheManagement has decided to keep overhead to bare minimum till a new business plan withidentified revenue streams is in place.

Your Directors regret their inability to recommend any Dividend to equity shareholdersfor the year 2015-16.

The paid up equity capital as on March 31 2016 was Rs. 520 lakhs. The company has notissued shares with differential voting rights nor granted stock options nor sweat equityduring the year.

Cash and Cash Equivalents as at March 31 2016 was Rs. 142.68 lakhs. The companycontinues to focus on judicious management of its working capital Receivables and otherworking capital parameters were kept under strict check through continuous monitoring.

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

The Company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The details of the investments made by company isgiven in the notes to the financial statements provided in this Annual Report.

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company.

Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.

Since the Company does not attract the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 relating to conservation ofenergy. Therefore the question of furnishing the information in Form A annexed to theaforesaid Rules does not arise.

Company's activities are production of advertisement film by using in-house know howand no outside technology is being used for making advertisement films. During the yearthe company does not get any contract for production of advertisement films. Therefore notechnology absorption is required. The Company constantly strives for maintenance andimprovement in quality of its products and entire Research & Development activitiesare directed to achieve the aforesaid goal.

During the period under review there was no foreign exchange earnings or out flow.

Director Mr. Utpal Dey (DIN 06931935) retire by rotation and being eligible offerthemselves for re appointment.

The Board appointed to Mr. Arun Chakraborty (DIN 00140430) Mr. Rathindra Nath Ghosh(DIN 00152267) and Mr. Sudarson Kayori (DIN 00165816) as additional directors in its Boardmeeting held on 6lh February 2016.

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement and SEBI (Listing Obligation and Disclosure Requirement) Regulation2015 theBoard shall monitor and review the Board evaluation framework i.e. an evaluation of itsown performance the directors individually as well as the evaluation of the working ofits Audit Nomination & Remuneration Committees. The evaluation of all the directorsand the board as a whole was conducted based on the criteria and framework adopted by theBoard. The evaluation process has been explained in the Corporate Governance Report.

The current policy of the Company is to have an appropriate mix of executive andindependent directors to maintain independence of the Board and separate its function ofgovernance and management. The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The Nomination and Remuneration Policy is stated in theCorporate Governance Report.

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year eleven Board Meetings and five Audit Committee Meetings were convened and held.The details of which are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.

The Financial Statement are prepared in accordance with the Generally AcceptedAccounting Principles (GAAP) under the historical cost convention on accrual basis exceptfor certain financial instruments which are measured at fair value. GAAP comprisesmandatory accounting standards as prescribed under section 133 of the Companies Act2013("the Act") read with Companies (Accounts) Rules 2014 the provision of the Act(to the extent notified) and guidelines issued by the Securities and Exchange Board ofIndia (SEBI). There are no material departures from the prescribed accounting standards inthe adoption of these standards. In terms of Section 134 (5) of the Companies Act 2013the directors would like to state that:

i) In the preparation of the annual accounts for the financial year ended March 312016 the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.

The Company does not have any subsidiary hence the compliance of provisions of section129(3) of the Companies Act 2013 are not applicable.

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Code has been posted on the Company's website(http://www.cineradcommunication$.com/inve$t0r$.htm).

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business and in particularon matters relating to integrity in the work place in business practices and in dealingwith stakeholders. The Code gives guidance through examples on the expected behavior froman employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.

The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsOf capital markets to ensure better enforceability. The said regulation was effectiveDecember 1 2015. Accordingly all listed entities were required to enter into the ListingAgreement within six months from the effective date. The Company entered into ListingAgreement with BSE Limited during December 2015.

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any.

In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company Is committed tothe high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with Instances of fraud andmismanagement if any. The FRM Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.

All new Independent Directors inducted into the Board attend an orientation program.The details of training and familiarization program are provided in the CorporateGovernance and is also available on our website (http://www.cineradcomrnunications.com).

Further at the time of appointment of independent director the company issues a formalletter of appointment outlining his/her role functions duties and responsibilities.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

All Board Directors and the designated employees have confirmed compliance with theCode.

Statutory Audit:

The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.

M/s. Maroti & Associates Chartered Accountants (Firm Registration Number 322770E)was appointed as the Statutory Auditors for a period of 3 years to hold office from theconclusion of the 29th Annual General Meeting (2015) till the 32nd Annual General Meeting(2018) subject to ratification of their appointment at every AGM and therefore theappointment of the auditor have been ratified for the financial year 2016-17 on theirconfirmation of eligibility. The Board of director recommended ratification of theirappointment for the shareholders approval.

Secretariat Audit:

As required under section 204 (l) of the Companies Act 2013 the Company has obtained asecretarial audit report.

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s. P.D. Rao & Associates a firm of company Secretaries in practice (C.P.No. 143S5) to undertake the Secretarial Audit of the Company.

The Secretarial Audit report for the financial year ended 31st March 2016 is annexedherewith as "Annexure A" to this report. The Secretarial Audit Report does notcontain any qualification reservation and adverse remark.

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as " Annexure B".

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company secretary in advance.

The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexure together with theCertificate from the auditors of the Company regarding compliance with the requirements ofCorporate Governance as stipulated in Clause 49 of the Listing Agreement and SEBI (ListingObligation and Disclosure Requirement) Regulation2015.

We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided our value system. The SEBI (Listing Obligation and DisclosureRequirement) Regulation2015 mandated and formulation of certain policies for all listedcompanies. All our corporate governance policies are available on our website(http://www.cineradcommunications.com/investors.htm). The policies are reviewedperiodically by the Board and updated based on need and new compliance requirement.

In addition to its Code of Conduct and Ethics key policies that have been adopted bythe Company are as follows.

Name of the Policy Brief Description
Fair Disclosure Practice its relates to the code of practice procedure and price sensitive information of the company.
Familiarization programme imparted to Independent Director Conduct program to familiarize the independent di recto r(s) of the company.
Insider Trading The policy provides the framework in dealing with securities of the Company.
Policy on determination of Materiality of event Determination about the materiality of an event.
Policy on Related Party Transaction The policy regulates all transactions between the Company and its related parties.
Terms and Conditions for appointment of Independent Directors Appointment as per applicable provision of the Acts.
Whistle Blower Policy The company has adopted the whistle blower mechanism for directors and employees to report concerns about unethical behavior actual or suspected fraud or violation of the company's code of conduct and ethics. There has been no change to the Whistle Blower Policy adopted by the Company during the year 2016

Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous cooperation and assistance.

For and on behalf of the Board of Directors
Vinita Daga
Place : Kolkata Managing Director
Date : 19th day of May2016 (DIN 00080647)