Your Directors have pleasure in presenting the 29th Annual Report on the business andoperations of the Company along with the Audited Accounts of the company for the yearended March 312015.
(' in lacs)
|Particulars ||31.03.2015 ||31.03.2014 |
|Sales ||1349.90 ||1761.02 |
|Less: Cost of Software ||1519.69 ||1424.60 |
|Gross Profit ||(169.79) ||336.42 |
|Other Income ||151.63 ||155.51 |
|Total ||(18.16) ||491.93 |
|Less: Other Expenses before interest and Depreciation ||252.89 ||251.06 |
|Operating Profit/(Loss) ||(271.05) ||240.87 |
|Less: Interest ||35.95 ||14.19 |
|Less: Depreciation ||29.14 ||60.62 |
|Net Profit/(Loss) before Tax ||(336.14) ||166.06 |
|Less: Provision for Deferred Tax ||0.00 ||0.00 |
|Less: Current Tax ( MAT) ||0.00 ||33.08 |
|Add: MAT Credit Entitlement ||0.00 ||(6.13) |
|Net Profit/(Loss) after tax ||(336.14) ||139.11 |
|Earning per share || || |
|Basic ||(1.68) ||0.69 |
|Diluted ||(1.68) ||0.69 |
|Dividend Rate || ||--- |
Review of Financial Operations
During the year under review the turnover was ' 1349.90 Lacs as compared to ' 1761.02Lacs of last year showing a decline by 23.35 % over last year. The net loss for the yearwas ' 336.14 lacs as compared to net profit of' 139.11 Lacs of last year.
In view of the loss suffered by the company the board is unable to recommend anydividend for the year under review.
During the year under review the following major serials were telecast -
1. "Teen Nadano ki Nadaaniyaan" on Reliance Big Magic Channel
2. "Singhasan Battisi" on Sony Pal Channel
3. "Betaal aur Singhasan Battisi" on Sab TV Channel
Your company had entered into Historical genre and produced Historical based serial"Singhasan Battisi" for new channel of Sony Group-Sony Pal. The serial wasduring well in term of performance and was maintaining No. 1 position across all theprograms run on Sony Pal channel. The company was quite hope full for long run of thisserial but unfortunately the Sony pal channel discontinues all new programs and yourcompany serial was also one of them and this serial could run only for six months.However your company is doing more research in this genre and quite hopeful to get moreprojects on various channels.
"Teen Nadano Ki Nadaaniyaan" On Big Magic Channel went off the air in theMonth of July 2014 due to the completion of the agreement.
Future Plans / Outlooks
The future outlook of content creator is very challenging and promising due to hugecore competition at present. Shifting consumer behaviors Data base disruptivetechnologies convergence and quadruple play offerings are revolutionizing the mediaindustry.
Digital Media and E-commerce is growing fast and setting new business models in theMedia & Entertainment Industry. Your company may explore possibilities in this fieldin term of content creation or other avenues.
The Company is also focusing on other business opportunities such as event managementand non-fiction programs. Your Company is ready to face all tough Challenges of media andentertainment to attain future targets for the ensuring year by expanding its businessoperations in vertical modes.
The Management of the Company is constantly looking for widening the prospects of theCompany through an increased presence on various channels the plugging of vacant slotsthe creation of unique content for new coming channels and strategic diversification. Inview of this the Management is confident that the Company will continue to deliver theexcellent value to the viewers and stakeholders in future.
Up to the financial year ending 31st March 2015 the Company has utilized ' 1413.64Lacs from the funds received from the Initial Public Issue. The balance unutilized fundswhich have been invested in fixed deposits which will be utilized in the near future.
The Company has not accepted any public deposit during the year under review.
Internal Auditor and Report
In Compliance with the provisions of the section of 138 of the Companies Act 2013 Thecompany has appointed independent internal auditor M/s Jayram & Co. CharteredAccountants Mumbai as Internal Auditors for the Financial Year 2014-2015. to conduct theinternal audit of the company that reviews internal controls and operating systems andprocedures. This ensures robustness and integrity of financial reporting internalcontrols allows optimal use and protection of assets facilitates accurate and timelycompilation of financial statements and management reports and ensures compliance withstatutory laws regulations and company policies.
Secretarial Audit Report
During the year Secretarial Audit was carried out by Mr. Kaushal Doshi PracticingCompany Secretary (ACS No. 32178) in compliance with Section 204 of the Companies Act2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014. The report of SecretarialAuditor forming part of this Annual report does not contain any qualification reservationor adverse remarks.
Statutory Auditors and Audit Report.
M/s Uttam Abuwala & Co. Chartered Accountants(Firm Registration No. 111184W)Mumbai Independent Auditors of the Company will retire at the forthcoming Annual GeneralMeeting and are eligible for reappointment. The Company has received a confirmation fromM/s Uttam Abuwal & Co. Chartered Accountants to the effect that their re-appointmentas Statutory Auditors if made would be within the limits under the section 141 ofCompanies Act 2013 read with the Rule 4 of Companies (Audit & Auditors) Rules 2014. Itis proposed to reappoint them from the conclusion of this Annual General Meeting till theconclusion of the next Annual General Meeting subject to the approval of shareholders.
There are no qualifications or adverse remarks in the Auditors Report whichrequire any clarification/ explanation. The Notes on financial statements areself-explanatory and needs no further explanation.
Further the Auditors Report for the financial year ended 31st March 2015 isannexed with this annual report for your kind perusal and information.
Corporate Social Responsibility
The company does not fall under the criteria of Section 135 of Companies Act 2013 readwith the Companies (Corporate Social Responsibility Policy) Rules 2014 hence the saidprovision is not applicable to the Company.
Loans Guarantees and Investments.
The Company has not given any Loan or Guarantee nor has made any Investment during theyear under reporting attracting the provisions of Section 186 of the Companies Act 2013hence the said provision is not applicable to the Company.
Extract of the Annual Return
The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed with this annual report for your kind perusal and information.
Meetings Of The Board Of Directors
The Company held Four Board Meetings during the Financial Year under review. Details ofthe same forms part of the Corporate Governance Report is annexed with this annual report.
Related Party Transactions:
Apart from the related party transactions in the ordinary course of business detailsof which are given in the notes to the financial statements there were no other relatedparty transactions requiring disclosure in Directors Report for the compliance with thecompanies act 2013.
Conservation of energy technology absorption and Foreign Exchange Earnings & outgo
Considering the nature of business of the company the particulars required to befurnished pursuant to applicable Section 134 of the Companies act 2013 read withCompanies Rules 2014 are not applicable to the company. There were no foreign exchangeearnings and outgo during the current period.
A) Changes in Directors and Key Managerial Personnel
The individual details of Directors seeking re-appointment at the ensuing AnnualGeneral Meeting of the Company are annexed to the notice of Annual General Meeting. Therewere no change in Directors and Key managerial Personnel for the year under review.
B) Declaration by an Independent Director(s)
The Company has received and taken on record the declarations from all the IndependentDirectors of the Company confirming that they meet with the criteria of independence asprescribed both under subsection (6) of Section 149 of the Companies Act 2013 and underClause 49 of the Listing Agreement with the Stock Exchanges.
C) Appointment and Remuneration
Considering the requirement of skill eminent people having an independence standing intheir respective field profession and who can effectively contribute to companysbusiness and policy decision are considered by the Nomination and Remuneration Committeefor appointment as an independent director on the board. The Committee considers ethicalstandards of integrity qualifications expertise and experience of the person asappointment as director and not disqualified under the Companies Act 2013 and rules madethere under and accordingly recommended to the board for appointment.
Remuneration to Whole Time Director/ Executive Directors is governed under the relevantprovisions of the Companies Act 2013 and the Rules made there under. Independent/Non-Executive Directors are paid sitting fees for attending the meeting ofboard/committees thereof. The Company policy on directors remuneration is given inCorporate Governance Report which forms part of this annual Report.
Corporate Governance Report
The Company is committed to maintain the highest standards of corporategovernance and adhere to the corporate governance requirements set out by SEBI. TheCompany has also implemented several best corporate governance practices as prevalentglobally.
The Report on corporate governance as stipulated under Clause 49 of the ListingAgreement forms part of the Annual Report.
The requisite certificate from the Auditors of the Company confirming compliancewith the conditions of corporate governance as stipulated under the aforesaid Clause 49is attached to the Report on corporate governance.
Risk Management Policy
The Audit Committee has established a Risk Management Policy. The business risk ismanaged through cross functional involvement and communication across Department. Riskmanagement and internal control processes focuses on areas that continue to meet theprogressive governance standards. The Audit Committee and Management does reviewperiodically the business risk areas covering operational and financial risks to safeguardand protect the business from any risky measures.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement in a separate meeting of Independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Whole TimeDirectors Chairman and executive directors was evaluated. Based on such meeting ofIndependent Directors and taking into account the views of executive directors andnon-executive directors the Board had evaluated its performance on various parameters suchas Board composition and structure effectiveness of board processes effectiveness offlow of information contributions from each Directors efficient discharge of theirresponsibilities etc.
There were no employees covered under the preview of section 197 of the companies Act2013 and the rules and amendments made under in Companies Act 2013. Remuneration paid toDirectors and Key Managerial Persons during the year reported in MGT 9 (Extract of AnnualReturn) annexed with this annual Report.
Directors Responsibility Statement
Pursuant to Section 134 of the Companies Act 2013 in relation to the AuditedFinancial Statements for the Financial Year 2014-2015 your Directors confirm that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii) The accounting policies have been consistently applied and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year and of the profit and lossaccount of the company for that period as disclosed in the enclosed accounts.
iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the applicable Companies Act forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities.
iv) The annual accounts on a "going concern" basis.
v) The internal financial controls are adequate and were operating effectively.
vi) The proper systems are made to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
An acknowledgement to all with whose help cooperation and hard work the company isable to achieve the results.
For and on behalf of the Board of Directors Creative Eye Limited
|Place: Mumbai ||Dheeraj Kumar |
|Date: 25th May 2015 ||Chairman & Managing Director |