Cinerad Communications Ltd.
|BSE: 530457||Sector: Media|
|NSE: N.A.||ISIN Code: INE959B01017|
|BSE LIVE 15:14 | 28 Oct||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 530457||Sector: Media|
|NSE: N.A.||ISIN Code: INE959B01017|
|BSE LIVE 15:14 | 28 Oct||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
TO THE MEMBERS
Your Directors have pleasure in presenting the Twenty Ninth Annual Report together withthe Audited Statement of Accounts of the Company for the Year ended March 31 2015.
1. FINANCIAL RESULTS:
2. OPERATIONAL REVIEW:
Your Company has during the period under review not done much activity on operationside. During the year under review the Company has incurred an operating Loss of Rs. 1.65lakhs as against operating profit of Rs. 1.91 lakhs for the previous year and the totalprofit of Rs. 14.93 lakhs as against Loss of Rs. 12.87 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 2014-2015.
4. SHARE CAPITAL:
The paid up equity capital as on march 31 2015 was Rs. 520 Lakhs. The company has notissued shares with differential voting rights nor granted stock options nor sweat equity.
Cash and cash equivalents as at March 31 2015 was Rs. 7.06 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.
6. FIXED DEPOSITS:
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.
7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
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 is given in the notes to the financialstatements.
8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
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 and & to theBoard 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.
9. CONSERVATION OF ENERGY:
Since the Company does not fall under the list of industries which should furnish thisinformation in Form A annexed to the aforesaid Rules the question of furnishing the samedoes not arise.
10. TECHNOLOGY ABSORPTION:
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.
11. FOREIGN EXCHANGE EARNINGS AND OUT-GO :
During the period under review there was no foreign exchange earnings or out flow.
Director Mr. Pradeep Kumar Daga (DIN 00080515) retire by rotation and being eligibleoffer himself for re appointment.
Shri Manmohan R. Prahladka (DIN 05160917) a non-executive director submitted hisresignation to the Board on 11th November 2014 due to some unavoidable personal reason.The same was accepted by the Board in its meeting held on 11th November 2014. The Boardhereby places on record its sincerest thanks and gratitude for the invaluable contributionmade by Shri Manmohan R. Prahladka (DIN 05160917) towards the growth and development ofthe company during his tenure as a director. The Board also on behalf of the memberswishes to Shri Manmohan R. Prahladka (DIN 05160917) a long and healthy life.
The Board appointed to Shri Utpal Dey (DIN 06931935) as an additional director in itsBoard meeting held on 11th November 2014 under section 161 of the Companies Act 2013 tohold the office up to the conclusion of this AGM. The Company has received a notice inwriting from a member signifying his intention to propose Shri Utpal Dey (DIN 06931935) ascandidate for the office of Directors who if appointed be eligible to retire by rotation.
13. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Appointment &Remuneration Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.
14. REMUNERATION POLICY
The Board has on the recommendation of the Appointment & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year twelve Board Meetings and four 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.
16. DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that :
i) In the preparation of the annual accounts the applicable accounting standards havebeen 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 theprofit 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.
17. RELATED PARTY TRANSACTIONS:
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.
18. SUBSIDIARY COMPANIES:
The Company does not have any subsidiary hence the compliance of provisions of section212 of the Companies Act 1956 are not applicable.
19. CODE OF CONDUCT:
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.
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.
20. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism to deal with instance of fraud and mismanagement ifany.
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 vigil mechanism ensures that strict confidentiality is maintained whilst dealingwith concerns and also that no discrimination will be meted out to any person for agenuinely raised concern. The Chairman of Audit and Chairman of the Board looks into thecomplaints raised.
21. PREVENTION OF INSIDER TRADING:
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 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)as the Statutory Auditors for a period of 3 years to hold office from the conclusion ofthe ensuing Annual General Meeting (2015) till the Annual General Meeting (2017) subjectto ratification of their appointment at every AGM during the term of their office. Theyhave confirmed their eligibility and willingness for appointment as Statutory Auditors forthe aforesaid period as per Section 141 of the Companies Act 2013. The Board ofDirectors recommends their appointment to the shareholders.
As required under section 204 (1) 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. Doleswar Rao of company Secretaries in practice (C.P. No. 14385) toundertake the Secretarial Audit of the Company. The Secretarial Audit report for thefinancial year ended 31st March 2015 is annexed herewith as "Annexure A"to this report. The Secretarial Audit Report does not contain any qualificationreservation and adverse remark.
23. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as " Annexure B".
24. PARTICULARS OF EMPLOYEES: ( rule 5(2) & rule 5(1) )
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.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexures 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.
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.
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH 2015 [Pursuant to section 204(1) ofthe Companies Act 2013 and rule No.9 of the Companies (Appointment and RemunerationPersonnel) Rules 2014]
M/s. Cinerad Communications Limited Premises No. G-58 Ground floor
Om Heera Panna Premises Co-Op. Society Ltd.
Oshiwara Andheri ( W)
Mumbai - 400053.
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. Cinerad CommunicationsLimited (CIN: L92100MH1986PLC040952)(hereinafter called the company). SecretarialAudit was conducted in a manner that provided me a reasonable basis for evaluating thecorporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the M/s. Cinerad Communications Limited bookspapers minute books forms and returns filed and other records maintained by the companyand also the information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit I hereby report that in myopinion the company has during the audit period covering the financial year ended on 31stMarch 2015 ('Audit Period') complied with the statutory provisions listed hereunderand also that the Company has proper Board-processes and compliance-mechanism in place tothe extent in the manner and subject to the reporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by M/s. Cinerad Communications Limited ("the Company")for the financial year ended on 31st March 2015 according to the provisionsof:
(i) The Companies Act 2013(the Act) and the rules made there under;
(ii) The Securities Contracts (Regulation) Act 1956('SCRA') and the rules made thereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 (Not applicable to the Company during the AuditPeriod);
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines1999 and Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014 notified on 28th October 2014(Not applicable to the Company during the Audit Period);
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not applicable to the Company during the Audit Period);
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 (Not applicable to the Company during the Audit Period);
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (Not applicable to the Company during the Audit Period);
(vi) The Company has identified the following laws as applicable to the company :
(a) The Cinematograph Act 1952;
(b) Uplinking / downlinking policy/guidelines issued by Ministry of Information andBroadcasting;
(c) Intellectual Property Rights related laws;
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (Notnotified hence not applicable to the Company during the audit period).
(ii) The Listing Agreements entered into by the Company with BSE Limited.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservation :
1. The Company has appointed Internal Auditor pursuant to Section 138 of the CompaniesAct 2013 and required to file e-form MGT-14 pursuant to Section 179(3)(k) read with rule8(5) of Companies (Meetings of Board and its Powers) Rules 2014.
2. The Company has appointed Mrs. Vinita Daga as Managing Director of the Companyw.e.f. 1st February 2015 and required to required to file a return in e- formMR-1 pursuant to the Companies Act 2013.
I further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
All majority decisions at Board Meetings and Committee Meetings are carried outunanimously as recorded in the minutes of the meetings of Board of Directors or Committeeof the Board as the case may be.
I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
I further report that during the Audit Period the Company has not incurred anyspecific event/action that can have a major bearing on the Company's affairs in pursuanceof the above referred laws rules regulations guidelines standards etc.
ANNEXURE B TO BOARDS REPORT
FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN as on the financial year ended on 31st March2015
[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) ofthe Companies (Management and Administration) Rules 2014]
I. REGISTRATION AND OTHER DETAILS:
v) Address of the Registered office and contact details:
vi) Whether listed company : YES
vii) Name Address and Contact details of Registrar and Transfer Agent:
System Support Services
209 Shivai Industrial Estate 89 Andheri Kurla Road Sakinaka
Andheri (E) Mumbai- 400 072
Tel.: 022 2850 0835;
Fax : 2850 1438
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentageof Total Equity)
i) CATEGORY-WISE SHARE HOLDING
(ii) SHAREHOLDING OF PROMOTERS
(iii) CHANGE IN PROMOTERS' SHAREHOLDING:
(iv) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORSPROMOTERS AND HOLDERS OF GDRS AND ADRS):
(v) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
V. INDEBTEDNESS (Rs. In Lakhs)
INDEBTEDNESS OF THE COMPANY INCLUDING INTEREST OUTSTANDING/ACCRUED BUT NOT DUEFOR PAYMENT
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director Whole-time Directors and/or Manager: (Rs. InLakhs)
B. REMUNERATION TO OTHER DIRECTORS: (Amount in Rs.)
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD(Rs. In Lakhs)
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
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