To the members
The directors submit 31st Annual Report of the Company along with the StandaloneAudited Statement of Accounts for the Year ended March 31 2017. The financial results forthe year arc shown below.
|1. SUMMARISED FINANCIAL RESULTS: || ||( Rs in Lacs) |
|Particulars ||March 31 2017 ||March 31 2016 |
|Sales and Other rncome ||818 ||11.15 |
|Profit before depreciation & taxation ||(9.63) ||(3.31) |
|Less: Depreciation ||0.00 ||0.00 |
|Less: Deferred Tax ||(1.16) ||(1.45) |
|Profit after taxation ||(10.79) ||(4.76) |
|Add: Balance brought forward from previous year ||(846.39) ||(841.63) |
|Surplus available for appropriation ||(857.18) ||(846.39) |
|Appropriations || || |
|Deferred Tax Adjustment ||0.00 ||0.00 |
|Advance for FBT Written Off ||0.00 ||0.00 |
|Transitional Provision for Depreciation ||0.00 ||0.00 |
|Balance carried to Balance sheet ||(857.18) ||(846.39) |
During the year under review the Company has incurred an operating loss of Rs. 9.63lakhs as against operating loss of Rs. 3.31 lakhs for the previous year and the total lossamounts to Rs. 10.79 lakhs as against total loss of Rs. 4.76 lakhs in the previous year.The Management 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 2016-17.
The paid up equity capital as on March 31 2017 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 2017 was Rs. 33.45 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.After considering the market scenario during the year your management of the company hasinvested a liquid fund into the HDFC Debt Mutual Fund to get some capital gain for meetingthe expenses of the company.
During the year under reference the Company has not accepted any deposits from thepublic and as such there are no amount of principal or interest outstanding as of theBalance Sheet date in terms of the Companies (Acceptance of Deposits) Rules 2014.
Pursuant to section 186 of Companies Act 2013 and Schedule V of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations") disclosure on particulars relating to Loansadvances guarantees and investments if any are provided as part of the financialstatements.
The related party transactions if any that were entered into during the financialyear were on arm's length basis and were in the ordinary course of the business. There areno materially significant related party transactions made by the company with PromotersKey Managerial Personnel or other designated persons which may have potential conflictwith interest of the company at large.
Provisions of section 129(3) of the Companies Act 2013 are not applicable to ourCompany as we does not have any subsidiary.
The Company does not attract the provisions of Section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014. Therefore the questionof furnishing the information in Form A annexed to the aforesaid 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.
During the period under review there was no foreign exchange earnings or out flow.
There are no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and Company's operation in future.
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.
The provision of Section 135 of the Companies Act 2013 read with Companies (CorporateSocial Responsibility Policy) Rules 2014 are not applicable to our Company and hence thesaid committee not constituted.
The SEBI (Listing Obligation and Disclosure Requirement) Regulations2015 mandatesinclusion of Business Responsibility Report (BRR) as part of the Annual Report for tophundred listed entities based on market capitalization. We does not fall in the tophundred listed entities and hence not provided the BRR as part of our Annual Report.
In terms of regulation 34 of the Listing Regulations the Management Discussion andAnalysis report on your Company's performance forms part of this Annual Report.
M/s. Maroti & Associates Chartered Accountants (Firm Registration Number:322770E) who are the Statutory Auditors of the Company will hold office up to theensuing Annual General Meeting as per the Companies Act2013.
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. 14385) to undertake the Secretarial Audit of the Company.
The auditors' report and secretarial auditors' report does not contain anyqualifications reservations or adverse remarks. Report of the secretarial auditor isgiven as an annexure which forms part of this report.
The auditors' certificate on Corporate Governance as required by SEBI (LODR)Regulations 2015 is enclosed to the Board's report. The certificate does not contains anyqualifications reservations or adverse remarks.
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 (rtheActn) read with Companies (Accounts) Rules 2014 the provision of the Act (tothe extent notified) and guidelines issued by the Securities and Exchange Board of India(SEBI). There are no material departures from the prescribed accounting standards in theadoption of these standards. In terms of Section 134 (5) of the Companies Act 2013 thedirectors 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.
ili) 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.
Pursuant to the provisions of section 149 of the Act Mr. Arun Chakraborty(DIN:00140430) Mr. Sudarson Kayori (DIN:00165816) and Mr. Rathindra Nath Ghosh(DIN:00152267) were appointed as independent directors of the Company. They have submitteda declaration that each of them meets the criteria of independence as provided in section149(6) of the Act and there has been no change in the circumstances which may affect theirstatus as independent director during the year.
Director Mr. Pradeep Kumar Daga (DIN:00080515) retire by rotation and being eligibleoffer himself for re appointment.
During the year under reference Ms. Kirti Sharma (DlN:07434779) appointed as Non-Executive Director of the Company. The non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than the sitting feescommission and reimbursement of expenses incurred by them for the purpose of attendingmeetings of the Company.
Ms. Bharti Agarwal resigned with effect from 04.10.2016 as Company Secretary (KeyManagerial Personnel) of the Company and Mrs. Pooja Goneka appointed as Company Secretary(Key Managerial Personnel) of the Company with effect from 05.10.2016.
Pursuant to the provisions of section 203 of the Act the key managerial personnel ofthe Company as on 31.03.2017 are Mrs. Vinita Daga (DIN:00080647) Managing Director Mr.Dilip Kumar Hela Chief Financial Officer and Mrs. Pooja Goneka Company Secretary.
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 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 Company's policy on directors' appointment andremuneration and other matters provided In section 178(3) of the Act has been disclosed inthe corporate governance report which forms part of this report.
The Company has received necessary declaration from each independent directors undersection 149(7) of the Companies Act 2013 that he/she meets the criteria laid down inSection 149(6) of the Act and Regulation 25 of SEBI (Listing Obligation and DisclosureRequfrements)Regulatfons2015.
Currently the Board has three committees: the Audit Committee the Nomination andRemuneration Committee and the Stakeholders Relationship Committee. A detailed note on thecomposition of the Board and its committees is provided in the Corporate Governance Reportsection of this Annual Report.
The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the Board and Committee Meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 13 (Thirteen) Board Meetings were convened and held. The details of which aregiven in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.
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 (www.cineradcommunications.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.
The policy deals with the retention and archival of corporate records of CineradCommunications Limited. The policy is available on the website of the company(http://clneradcommunicatlons.com/Archival%20Policy.pdf ).
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as " Annexure Br/.
We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided our value system. The $EBI (Listing Obligation and DisclosureRequirement) Regulation2015 mandated and formulation of certain policies for all fistedcompanies. All our corporate governance policies are available on our website(http://vww.cineradcommunications.com/investors.htm ). The policies are reviewedperiodically by the Board and updated based on need and new compliance requirement. Inaddition to its Code of Conduct and Ethics key policies that have been adopted by theCompany are as follows.
|Name of the Policy ||Brief Description ||Web Link |
|Fair Disclosure Practice ||Its relates to the code of practice procedure and price sensitive information of the company. ||http:// www. cinersdcommunicati ons. com/Fa ir%20Di$do$ure %20 Practice pdf |
|Familiarization Programme imparted to Independent Director ||Conduct program to familiarize the independent director(s) of the company. ||http:// www. cineradco m municati ons. com/Familiarisation %20Prog ram m e%20imparted%2 Oto %20I ndco cndcr>t%20D/rcctors.pdf |
|Insider Trading ||The policy provides the framework in dealing with securities of the Company. ||http ://www. cineradco m municati ons. com/In sid er%>20Tra ding.pdf |
|Policy on determination of Materiality of event ||Determination about the materiality of an event. ||http;// www. cineradco m munica t< ons. com/Policy%20on %2QDeter mina tion %20of%20% 20 Material! ty%2 0of%2 OEvont. pdf |
|Policy on Related Party Transaction ||The policy regulates all transactions between the Company and its related parties. ||http ://www. cineradcornmunica ti ons. com/Pof<cy% 20of%2 ORela te d%20Party<Vn2 0 Transaction pdf |
|Archival Policy ||The policy deals with the retention and archival of corporate records. ||http://cineradcommunica tions. co m/Archivai%2 OPoiiCy. pdf |
|Terms and Conditions for appointment of Independent Directors ||Appointment as per applicable provision of the Acts. ||http:// www. cineradco m municati ons. com/Terms%2 Oand%20Con ditions %20of%20appoin tment% 20of%2 0 lndepondznt%20Di reef ors.pdf |
|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. ||http:// www. cineradco m municati ons. com/Whistle %20Blo wer%20 Policy.pdf |
We seek Your Company is committed to provide and promote safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. No caseshave been files under the Act as the Company is keeping the working environment healthy.
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 : 26th day of May 2017 ||(DIN 00080647) |