Your Board of Directors are pleased to present the 30th Annual Report on thebusiness and operations of the Company along with the Audited Financial Statements of thecompany for the year ended March 31 2016.
The Financial Performance of your Company for the year ended March 31 2016 issummarized below:
| || ||(Rs In Lacs) |
|PARTICULARS ||31.03.2016 ||31.03.2015 |
|Sales ||509.72 ||1349.90 |
|Less: Cost of Software ||483.97 ||1519.69 |
|Gross Profit ||25.75 ||(169.79) |
|Other Income ||124.54 ||151.63 |
|Total ||150.29 ||(18.16) |
|Less: Other Expenses before interest and Depreciation ||248.58 ||252.89 |
|Operating Profit/(Loss) ||(98.29) ||(271.05) |
|Less: Interest ||18.18 ||35.95 |
|Less: Depreciation ||24.96 ||29.14 |
|Net Profit/(Loss) before Tax ||(141.43) ||(336.14) |
|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 |
|Net Profit/(Loss) after tax ||(141.43) ||(336.14) |
|Earning per share || || |
|Basic ||(0.71) ||(1.68) |
|Diluted ||(0.71) ||(1.68) |
|Dividend Rate || || |
REVIEW OF PERFORMANCE
During the year under review the turnover was Rs. 509.72 Lacs as compared to Rs.1349.90 Lacs of last year showing a decline by 62.24 % over last year. The net loss forthe year was Rs. 141.43 lacs as compared to net Loss of Rs. 336.14 Lacs of last year. Ason 31st March 2016 Reserves and Surplus of your Company were at Rs. 36.53Crores.
In view of the loss suffered by the company the board is unable to recommend anydividend for the year under review.
FUUTURE PLANS/ OUTLOOKS
Your Company is in the process of launching a new unique comedy show Y.A.R.O Ka Tashanwhich is under production stage and will be launched in last week of July2016 on Sony SabChannel. The story of the series is based on Robo. YARO is an amazing concept and shouldgo a long way on the channel. Its basically an emotional subject which will appealto the family audiences especially the children. Besides this your Company is developingvarious other interesting concepts of different genres which are in pipe line at thisstage and will be approved shortly.
The company is focusing to meet the above plans so as to deliver better results whichwould enhance the value of all stakeholders.
Up to the financial year ending 31st March 2016 the Company has utilized Rs. 1414.95Lacs from the funds received from the Initial Public Issue. The balance unutilized fundswhich have been invested in fi xed deposits will be utilized in the near future as andwhen required.
During the year under review your company has not accepted any public deposit.
INTERNAL AUDITOR AND REPORT
In Compliance with the provisions of the section of 138 of the Companies Act 2013 M/sJayram & Co. Chartered Accountants Mumbai was the independent Internal Auditor ofthe company for the Financial Year under consideration to conduct the internal audit ofthe company that reviews internal controls internal check and operating systems andprocedures etc.
SECRETARIAL AUDITOR AND REPORT
During the year Secretarial Audit was carried out by Mr. Kaushal Doshi PracticingCompany Secretary (ACS No. 32178) Mumbai in compliance with Section 204 of theCompanies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. The report of Secretarial Auditor forming part of this Annualreport does not contain any qualifi cation reservation or 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 re-appointment. The Company has received a confi rmation 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 qualifi cations or adverse remarks in the Auditors Report which requireany clarifi cation/ explanation. The Notes on financial statements are self-explanatoryand needs no further explanation.
Further the Auditors Report for the financial year ended 31st March 2016 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.
THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013:
As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and rules made there under your Company hasadopted a policy for prevention of sexual harassment at workplace and constituted anInternal Complaints Committee. During the year the committee has not receivedany complaints on sexual harassment under the said Act.
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 2013read with rule 12(1) of the Companies (Management and Administration) Rules 2014 in theprescribed Form MGT-9 is annexed with this annual report for your kind perusal andinformation.
MEETINGS OF THE BOARD OF DIRECTORS
Your Companys Board of Directors met four times during the financial year underReview. Details of the same forms part of the Corporate Governance Report which is annexedwith this annual report. The intervening gap between the meetings was within the periodprescribed under the Companies Act 2013 and in compliance with listing regulation.
RELATED PARTY TRANSACTIONS
In compliance with the Regulation 23 of Listing Obligation and Disclosures Regulations2015 the Company has adopted a policy on materiality of related party transactions (RPT).The RPT Policy is available on the Company website viz. www. creativeeye. com on theInvestors page.
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 the Directors Report.
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.
A) Changes in Directors
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 for the year under review.
B) Declaration by an Independent Director(s)
Pursuant to section 134(3)(d) of the Act your Company confi rm having receivednecessary declarations from all the Independent Directors under section 149(7) of theCompanies Act 2013 declaring that they meet the criteria of independence laid down underSection 149(6) of the Companies Act 2013 and Regulation 16(b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
C) Appointment and Remuneration
Considering the requirement of skill eminent people having an independence standing intheir respective fi eld 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 qualifi cations expertise and experience of the person asappointment as director and not disqualifi ed under the Companies Act 2013 and rules madethere under and accordingly recommended to the board for appointment. Remuneration toWhole Time Director/ Executive Directors is governed under the relevant provisions of theCompanies Act 2013 and the Rules made there under. Independent/ Non-Executive Directorsare paid sitting fees for attending the meeting of board/committees thereof.
D) Familiarisation Programme for the Independent Directors
In Compliance with the requirements of SEBI Regulations your Company has put in placea familiarisation programme for the Independent Directors to familiarise them with theirrole rights and responsibilities as Directors the working of the Company nature of theindustry in which the Company operates business model etc. It is also available on theCompany website viz. www. creativeeye.com.
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 Certifi cate 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.
RISK MANAGEMENT POLICY
The Company has adopted a Risk Management Policy and implemented a mechanism for riskassessment and management. The policy provides for identifi cation of possible risksassociated with the business of the Company assessment of the same at regular intervalsand taking appropriate measures and controls to manage mitigate and handle them. The keycategories of risk jotted down in the Policy are Strategic Risks Financial RisksOperational Risks and such other risk that may potentially affect the working of theCompany. The risk management framework is supported by the Board of Directors Managementand the Audit Committee. The Board periodically reviews the risks and suggests steps to betaken to control and mitigate the same through a properly defi ned framework. At presentin the opinion of the Board of Directors there are no risk which may threaten theexistence of 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 in a separatemeeting. The performance evaluation consists of maintaining confi dentiality maintainingtransparency participation in company meetings contribution from each directors efficient discharge of their role and responsibility monitoring compliances sharing theknowledge and experience for the benefi t of the company etc.
PARTICULARS OF REMUNERATION TO EMPLOYEES
There were no employees covered under the preview of section 197 of the Companies Act2013 read with Rule 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. Also the ratio of the remuneration of eachdirector to the median remuneration of the employees reported in (Particulars ofRemuneration of Employees) 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 2015-2016 your Directors confi rm 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 suffi cient 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.
Your Directors would like to express their sincere appreciation to its StakeholdersBankers Customers vendors Government Authorities regulatory authorities viz Ministryof Corporate Affairs Reserve Bank of India Securities Exchange Board of India the StockExchanges and Depositories for their Co-operation and support and looks forward to theircontinued support in future. Your Directors also place on record their deep sense ofappreciation for the committed services by the employees of the Company.
| ||For and on behalf of the Board of Directors |
| ||Creative Eye Limited |
| ||Sd/- |
|Place:Mumbai ||Dheeraj Kumar Kochhar |
|Date: 28th May 2016 ||Chairman & Managing Director |
| ||DIN-00018094 |
SECRETARIAL AUDIT REPORT
Form No. MR-3
For the financial year ended 31st March 2016
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]
The Members Creative Eye Limited
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practice by Creative Eye Limited(hereinafter called the company) Secretarial Audit as required under Companies Act wasconducted in a manner that provided us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing our opinion thereon: Based on our verification of the Companys books papers minute books forms and returns fi led andother records maintained by the Company and also the information provided by the Companyits officers agents and authorized representatives during the conduct of secretarialaudit we hereby report that in our opinion the company has during the audit periodcovering the financial year ended on 31st March 2016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter: We have examined the books papers minute books forms and returns filed and other records maintained by Creative Eye Limited ("the Company")for the financial year ended on 31st March 2016 according to the provisionsof:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade thereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct investment andExternal Commercial Borrowings. (Not Applicable during the audit period)
(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 (upto 14th May 2015) and The Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations 2015 (w.e.f 15th May 2015);
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999/ The Securities and Exchange Board ofIndia (Share Based Employee Benefi ts) Regulation 2014; (Not Applicable during the auditperiod)
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not Applicable during the audit period)
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding Companies Act dealing with the company.
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 (Not Applicable during the audit period) and (h) The Securities andExchange Board of India (Buyback of Securities) Regulations 1998; (Not Applicable duringthe audit period)
(vi) We have relied on the representation made by the Company and its offi cers forsystems and mechanism formed by the Company for compliances under other applicable ActsLaws and Regulations to the Company. The list of major heads/ groups of Acts laws andRegulations as applicable to the Company are listed below:
a. Income tax Act and other indirect taxes.
b. Shop and Establishment Act
c. Payment of Bonus Act and other Labour legislation governing the Company
d. Employee State Insurance Act and Professional Tax
e. All applicable Labour Laws and other incidental laws related to labour and employeesappointed by the Company either on its payroll or on contractual basis as related towages gratuity provident fund ESIC compensation etc;
f. As informed by the management there are no laws that are specifi cally applicableto the Company based on their sector/industry.
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreement/SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015 entered into by the Company with BSE Limited and National Stock Exchangeof India Limited.
To the best of our knowledge and belief during the period under review the companyhas generally complied with the provisions of the Act Rules Regulations GuidelinesStandards etc. mentioned above. We further report that The Board of Directors of theCompany is duly constituted with proper balance of Executive Directors Non-ExecutiveDirectors and Independent Directors as required under Companies Act 2013. There were nochange in composition of the Board of Directors during the period under review.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent in advance and a system exists for seeking andobtaining further information and clarifi cations on the agenda items before the meetingand for meaningful participation at the meeting. While Majority decision is carriedthrough the dissenting members views if any are captured and recorded as part ofthe minutes. We further report that there are adequate systems and processes in thecompany commensurate with the size and operations of the company to monitor and ensurecompliance with applicable laws rules regulations and guidelines. We further report thatduring the audit period the company has co-operated with us and have produced beforeus all the required forms information clarifi cations returns and other documents asrequired for the purpose of our audit.
| ||For Kaushal Doshi & Associates |
| ||Company Secretaries |
| ||Sd/- |
| ||Kaushal Doshi |
|Place : Mumbai ||(Proprietor) |
|Date : 28th May 2016 ||ACS- 32178 / COP- 13143 |
(Integral part of Secretarial Audit Report)
Creative Eye Limited
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the management of theCompany. Our responsibility is to express as opinion on these secretarial records based onour audit.
2. We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverifi cation was done on test basis to ensure that correct facts are refl ected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.
3. We have not verifi ed the correctness and appropriateness of financial records andBooks of Accounts of the Company.
4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable Laws RulesRegulations standards is the responsibility of management. Our examination was limited tothe verifi cation of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the effi cacy or effectiveness with which the management has conductedthe affairs of the Company.
| ||For Kaushal Doshi & Associates |
| ||Company Secretaries |
| ||Sd/- |
| ||Kaushal Doshi |
|Place : Mumbai ||(Proprietor) |
|Date : 28th May 2016 ||ACS- 32178 / COP- 13143 |