Your Board of Directors have great pleasure in presenting 31st Annual Reportof your Company comprising the Audited Financial Statements for the year ended 31st March2017.
The Financial Performance of your Company for the year ended March 31 2017 issummarized below:
| || ||(Rs. In Lacs) |
|PARTICULARS ||31.03.2017 ||31.03.2016 |
|Sales ||1731.94 ||509.72 |
|Less: Cost of Software ||1639.26 ||483.97 |
|Gross Profit ||92.68 ||25.75 |
|Other Income ||350.67 ||124.54 |
|Total ||443.35 ||150.29 |
|Less: Other Expenses before interest and Depreciation ||304.15 ||248.58 |
|Operating Profit/(Loss) ||139.20 ||(98.29) |
|Less: Interest ||42.35 ||18.18 |
|Less: Depreciation ||45.54 ||24.96 |
|Net Profit/(Loss) before Tax ||51.31 ||(141.43) |
|Less: Provision for Deferred Tax ||0.00 ||0.00 |
|Less: Current Tax ( MAT) ||0.00 ||0.00 |
|Add: MAT Credit Entitlement ||0.00 ||0.00 |
|Less: Taxation Adjustments for earlier year ||0.73 ||0.00 |
|Net Profit/(Loss) after tax ||50.58 ||(141.43) |
|Earning per share || || |
|Basic ||0.25 ||(0.71) |
|Diluted ||0.25 ||(0.71) |
|Dividend Rate || || |
OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE:
During the year under review The Company has achieved a turnover of Rs. 1731.94 Lacsas against Rs. 509.72 Lacs achieved during the previous fiscal. The Company has reported anet profit after tax of Rs. 50.58 lacs as compared to net loss of Rs. 141.43 Lacs of lastyear.
TRANSFER TO RESERVES:
As on 31st March 2017 Reserves and Surplus of your Company were at Rs.27.17 Crores. During the financial year under review your company has not transferred anyamount to Reserves.
The Company wishes to retain its profits for future growth and expansion activities andhence your company do not propose any dividend for the financial year under review.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments that have occurred after close ofthe financial year till the date of this report which affect the financial position ofthe Company.
During the year under review your company has not accepted any public deposit.
CHANGE IN CAPITAL STRUCTURE
There has been no change in the capital structure during the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of the Company in its meeting held on 30th May 2017re-appointed Mrs. Zuby Kochhar as Whole Time Director of the Company (designated asExecutive Director) of the Company for a further period of three year w.e.f. 1st June2017 subject to the approval of shareholders also Mrs. Zuby Kochhar Executive Directoris liable to retire by rotation at this AGM and being eligible has offered herself forre-appointment.your Board recommend her re-appointment.
Further the Board of Directors of the Company re-appointed Mr. Dheeraj Kumar Kochharas chairman and Managing Director of the Company for a further period of three year w.e.f.1st June 2017 subject to the approval of shareholders. Your Board recommendsfor his re-appointment. As stipulated under the Regulation 36(3) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 brief resume of the Directorsproposed to be appointed/re-appointed are given in the Notice convening Annual GeneralMeeting. Pursuant to the provisions of Section 161(1) of the Companies Act 2013 Mr.Mukesh Sharma was appointed as an Additional Director designated as an IndependentDirector w.e.f. July 5 2017 and he shall hold up to the date of the ensuing AnnualGeneral Meeting. The Company has received requisite notice in writing from a memberproposing Mr. Mukesh Sharma for appointment as an Independent Director. Further Mr. Shiv SSharma Non executive Independent Director has resigned from the Board of Directors w.e.f.5th July 2017 due to ill health.
DECLARATION BY AN INDEPENDENT DIRECTOR(S)
Pursuant to section 134(3)(d) of the Companies Act2013 your Company confirm havingreceived necessary declarations from all the Independent Directors under section 149(7) ofthe Companies Act 2013 declaring that they meet the criteria of independence laid downunder Section 149(6) of the Companies Act 2013 and Regulation 16(b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
PARTICULARS OF PERSONNEL
The information required under pursuant to section 197 read with rule 5 of theCompanies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofthe Employee of the Company will be provided upon request. In terms of section 136 of theAct the reports and Financial statements are beign sent to the members and othersentitled thereto excluding the information on employees particulars which is availablefor inspection by members at the registered office of the Company during Business hours onworking day of the company upto the date of ensuing AGM. If any member is interested ininspecting the same such member may write to company secretary in advance.
A) Statutory Auditors
Statutory Audit: As per Section 139 of the Companies Act 2013 M/s Uttam Abuwala &Co. Chartered Accountants Mumbai having Firm Registration No. 111184W retiring onrotational basis as Statutory Auditors of the Company. Your Board places on record theirappreciation for the services provided by M/s. Uttam Abuwala & Co. CharteredAccountants as Statutory Auditors of the Company for over one decade.
Based on the recommendations of the Audit Committee and upon review of confirmations ofsatisfaction of criteria as specified in Section 141 of the Companies Act 2013 read withRule 4 of Companies (Audit & Auditors) Rules 2014 your Board had subject toapproval of the Members at the ensuing Annual General Meeting approved appointment ofM/s. NGS & Co. LLP Chartered Accountants (Firm Registration No. 119850W)Mumbai as Statutory Auditors of the Company in place of retiring Statutory Auditors.
A proposal for appointment of M/s NGS & Co. LLP Chartered Accountants asStatutory Auditors of the Company for the period of 5 years from the conclusion of thisAGM until conclusion of 36th AGM subject to ratification by EquityShareholders every year.
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 2017 isannexed with this annual report for your kind perusal and information.
B) Internal Auditor
In Compliance with the provisions of the section of 138 of the Companies Act 2013and based on Recommendation made by the Audit Committee The company has appointedindependent internal auditor M/s Poddar A. & Associates Chartered
Accountants Mumbai as Internal Auditors for the Financial Year 2016-2017 to conductthe internal 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.
C) Secretarial Auditor
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 Secretarial Auditor forming part of this Annual report is given under(Annexure A) which does not contain any qualification reservation or adverse remarks.
EXTRACT OF THE ANNUAL RETURN
The Extract of Annual Return as required under section 92(3) of the Companies Act 2013read with rule 12(1) of the Companies (Management and Administration) Rules 2014 in theprescribed Form MGT-9 is given under Annexure B for your kind perusal andinformation.
MEETINGS OF THE BOARD OF DIRECTORS
The Board meets at regular intervals to discuss and decide on Companys businesspolicy and strategies apart from other routine matters. Your Companys Board ofDirectors met four times during the financial year under Review. Details of the meetingsof Board of Directors and the attendance of the Directors at the meetings are provided inthe Corporate Governance Report which is annexed with this annual report. The interveninggap between any two consecutive meetings was within the period prescribed under theCompanies Act 2013 and in compliance with listing regulation.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act 2013 in relation to the AuditedFinancial Statements for the Financial Year 2016-2017 your Directors confirm that: i) Inthe preparation of the annual accounts the applicable accounting standards have beenfollowed. ii) The accounting policies have been consistently applied and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company at the end of the financial year and of the profit andloss account of the company for that period as disclosed in the enclosed accounts. iii)Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities. iv)The annual accounts on a "going concern" basis. v) The internal financialcontrols are adequate and were operating effectively. vi) The proper systems are made toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.
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.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions entered during the year were in ordinary course of thebusiness and on arms length basis. No Material Related Party Transaction wereentered during the year by your Company. During the FY 2016-17 there are no materiallysignificant Related Party Transactions by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. The details of the same are given in the notes toaccounts forming part of the financial statements.
CORPORATE GOVERNANCE REPORT
As a Listed Company necessary measures are taken to comply with the ListingObligations & Disclosures Requirement Regulations 2015 with the Stock Exchanges. Areport on Corporate Governance along with Certificate of compliance from the StatutoryAuditors forms an Integral part of this Annual Report. In order to maximize shareholdervalue on a sustained basis your Company has been constantly reassessing and benchmarkingitself with well-established Corporate Governance practices besides strictly complyingwith the requirements of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirement) Regulations2015 (Listing Regulations) and applicableprovisions of Companies 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(3)(m) of the Companies act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 are not applicable to the company. Therewere no foreign exchange earnings and outgo during the current period.
RISK MANAGEMENT POLICY
The Company has laid down a well-defined Risk Management Policy covering the riskmapping trend analysis risk exposure risk assessment & measurement potentialimpact and risk mitigation process. A detailed exercise is being carried out to identifyevaluate manage and monitoring of both business and non-business risk. The Boardperiodically reviews the risks and suggests steps to be taken to control and mitigate thesame through a properly defined framework. At present in the opinion of board ofdirectors there are no risk which may threaten the existence of the company.
Mr. Dheeraj Kumar Kochhar Managing Director and Mr. Sunil Gupta CFO of the companyhave certified that all requirements of the listing obligations inter alia on review offinancial statements and cash flow and establishing and maintain internal controls for thefinancial reporting for the year ended 31st March 2017. The said certificateforms an integral part of this annual report.
Pursuant to provisions of Section 178 of the Companies Act 2013 read with Rules madethere under Regulation 19 of the Listing Regulations and on the recommendation of theNomination and Remuneration Committee the Board has adopted a Policy on criteria forappointment of Directors Key Managerial Personnel Senior Management and theirremuneration.
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.
THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under. During the year underreview no complaint relating to sexual harassment was received by the Company.
Pursuant to the section 134(3) of Companies Act 2013 and Schedule II part D of theListing Obligation & Disclosures Regulations2015 the Performance Evaluation ofIndependent Directors was done by the entire Board excluding the Director being evaluatedand evaluation of the Board as a whole was done by Independent Directors based on variouscriteria recommended by Nomination & Remuneration Committee. The criteria devised forperformance evaluation consists of maintaining confidentiality maintaining transparencyparticipation in company meetings monitoring compliances sharing the knowledge andexperience for the benefit of the Company.
Your Directors wish to convey their thanks to its Stakeholders Bankers Customers vendors Government Authorities regulatory authorities viz Ministry of Corporate AffairsReserve Bank of India Securities Exchange Board of India the Stock Exchanges andDepositories for their continued patronage during the year and place on record theirappreciation of the contribution made by all the employees during the year.
| ||For and on behalf of the Board of Directors |
| ||Creative Eye Limited |
| ||Sd/- |
| ||Dheeraj Kumar Kochhar |
|Place:Mumbai ||Chairman & Managing Director |
|Date: 21st August 2017 ||DIN-00018094 |