To the Members
The Directors submit 33rd Annual Report of the Company along with the StandaloneAudited Statement of Accounts for the Year ended March 31 2019. The financial results forthe year are shown below.
1. SUMMARISED FINANCIAL RESULTS :
| || ||(र in Lakhs) |
|Particulars ||March 31 2019 ||March 31 2018 |
|Sales and Other Income ||13.89 ||1.53 |
|Profit before depreciation & taxation ||1.92 ||(10.58) |
|Less: Depreciation ||0.00 ||0.00 |
|Less: Deferred Tax ||(11.88) ||(0.16) |
|Profit after taxation ||1.81 ||(10.74) |
|Add: Balance brought forward from previous year ||(883.20) ||(857.18) |
|Surplus available for appropriation ||(881.40) ||(883.20) |
|Appropriations || || |
|Deferred Tax Adjustment ||0.00 ||(15.29) |
|Advance for FBT Written Off ||0.00 ||0.00 |
|Transitional Provision for Depreciation ||0.00 ||0.00 |
|Balance carried to Balance sheet ||(881.40) ||(883.20) |
2. COMPANY'S PERFORMANCE:
During the year under review the Company has incurred an operating Profit of Rs. 1.92lakhs as against operating loss of Rs. 10.58 lakhs for the previous year and the totalProfit amounts to Rs. 1.81 lakhs as against total loss of Rs. 10.74 lakhs in the previousyear. The Management is putting sincere efforts to start the operation at the full scale.The Management has decided to keep overhead to bare minimum till a new business plan withidentified revenue streams is in place.
3. DIVIDEND :
Your Directors regret their inability to recommend any Dividend to equity shareholdersfor the year 2018-19.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND :
Since there was no unpaid/unclaimed Dividend declared and paid in previous year theprovisions of Section 125 of the Companies Act 2013 is not applicable to the Company.
5. SHARE CAPITAL :
The paid up equity capital as on March 31 2019 was Rs. 520 lakhs. The company has notissued shares with differential voting rights nor granted stock options nor sweat equityduring the year.
6. FINANCE :
Cash and Cash Equivalents as at March 31 2019 was Rs. 7.90 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.
7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT :
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year and the date of this report.
8. RISK MANAGEMENT :
Although the company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion. The Board members wereinformed about risk assessment and after which the Board formally adopted and implementedthe necessary steps for monitoring the risk management plan for the company.
9. FIXED DEPOSITS :
Your Company has not accepted any deposits within the meaning of Section 73 and 76 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 as amended.
10. PARTICULARS OF LOANS ADNANCES GUARANTEES OR INVESTMENTS :
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.
11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES :
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.
12. SUBSIDIARY COMPANIES :
Provisions of section 129(3) of the Companies Act 2013 are not applicable to ourCompany as we does not have any subsidiary.
13. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company does not attract the provisions of Section 134(3)(m) of the CompaniesAct2013 read with Rule 8(3) of the Companies (Accounts) Rules2014. Therefore thequestion of furnishing the information in Form A annexed to the aforesaid Rules does notarise.
Company's activities are production of advertisement film by using in-house knows 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 foreignexchange earnings or out flow.
14. SIGNIFICANT AND MATERIAL ORDERS :
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.
15. 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 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 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.
16. CODE OF CONDUCT :
The Board of Directors has a Code of Conduct which is applicable to the Members of theBoard and all employees in the course of day to day business operations of the company.
The Code has been posted on the Company's website. The Code lays down the standardprocedure of business conduct which is expected to be followed by the Directors and thedesignated employees in their business and in particular on matters relating to integrityin the work place in business practices and in dealing with stakeholders. The Code givesguidance through examples on the expected behavior from an employee in a given situationand the reporting structure. All the Board Members and the Senior Management Personnelhave confirmed compliance with the Code. All Management Staff were given appropriatetraining in this regard.
17. RELATED PARTY TRANSACTION POLICY :
The policy regulates all transactions between the company and its related parties. Thepolicy is available on the website of the company(http://www.cineradcommunications.com/Policy%20of%20Related%20Party%20Transac tion.pdf)
18. CORPORATE SOCIAL RESPONSIBILITY :
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.
19. HEALTH SAFETY AND ENVIRONMENT PROTECTION :
The Company has complied with all the applicable environmental law and labour laws. TheCompany has been complying with the relevant laws and has been taking all necessarymeasures to protect the environment and maximize worker protection and safety.
20. BUSINESS RESPONSIBILITY REPORT :
The SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 mandatesinclusion of Business Responsibility Report (BRR) as part of the Annual Report for tophundred listed entities based on market capitalization. We do not fall in the top hundredlisted entities and hence not provided the BRR as part of our Annual Report.
21. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT :
Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 with the Stock Exchange and requirements underthe Companies Act 2013 the Report on Corporate Governance together with StatutoryAuditors view and management discussion & analysis report regarding compliance of theSEBI code of Corporate Governance is annexed herewith.
22. AUDITORS :
M/s. Maroti & Associates Chartered Accountants (Firm Registration Number:322770E) Statutory Auditors of the Company will hold office up to the 36th AnnualGeneral Meeting of the Company to be held in respect of financial year 2022 as per theCompanies Act2013.
Secretarial Auditor :
As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report.
Pursuant to the 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 Practicing Company Secretaries (C.P. No. 14385& Membership Number A38387) to undertake the Secretarial Audit of the Company. TheSecretarial Audit report for the financial year ended 31st March 2019 is annexed herewithas "Annexure - A" to this report.
23. DIRECTOR'S RESPONSIBILITY STATEMENT :
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("the Act") read with Companies (Accounts) Rules 2014 the provision of the Act(to the extent notified) and guidelines issued by the Securities and Exchange Board ofIndia (SEBI). There are no material departures from the prescribed accounting standards inthe adoption of these standards. In terms of Section 134 (5) of the Companies Act 2013the directors 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.
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.
24. DIRECTORS AND KEY MANEGERIAL PERSONNEL :
Director Mr. Pradeep Kumar Daga (DIN: 00080515) retire by rotation and being eligibleoffer himself for re appointment.
Mr. Utpal Dey (DIN: 06931935) has been resigned from the post of Non-Executive Directorw.e.f. 12th November 2018.
Pursuant to Sections 196 197 203 and any other applicable provisions of the CompaniesAct 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 read with Schedule V to the Companies Act 2013 reappointment of Mrs. Vinita Daga(DIN: 00080647) as the Managing Director for a period of five years with effect from 1stFebruary 2019 up to 31st day of January 2024.
Pursuant to the provisions of section 203 of the Act the Key Managerial Personnel ofthe Company as on 31.03.2019 are Mrs. Vinita Daga (DIN:00080647) Managing Director Mr.Dilip Kumar Hela Chief Financial Officer and Mrs. Pooja Goenka Company Secretary.
25. PARTICULARS OF EMPLOYEES :
During the period under review no employee of the Company drew remuneration in excessof the limits specified under the provisions of Section 197(12) of the Companies Act readwith Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and hence no disclosure is required to be made in the AnnualReport.
26. PRESERVATION OF DOCUMENTS :
All the documents as required under the Act has been properly kept at the registeredoffice of the Company.
27. LISTING WITH STOCK EXCHANGE :
The Company confirms that it has not defaulted in paying the Annual Listing Fees forthe financial year 2018-19 to the Bombay Stock Exchange Limited (BSE) where the shares ofthe Company are listed.
28. FRAUD REPORTING:
There was no fraud reported by the Auditors of the Company under Section 143(12) of theCompanies Act 2013 to the Audit Committee or the Board of Directors during the yearunder review.
29. SECRETARIAL STANDARDS OF ICSI :
The Company is in compliance with the relevant provisions of Secretarial Standards onMeetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by theInstitute of Company Secretaries of India and approved by the Central Government and otherapplicable Secretarial Standards from time to time.
30. DECLARATION BY INDEPENDENT DIRECTORS :
The Company has received necessary declaration from each independent director 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 Obligations and DisclosureRequirements) Regulations 2015
31. COMMITTEES OF THE BOARD :
Currently the Board has three committees: the Audit Committee the Nomination andRemuneration Committee and the Stakeholders Relationship Committee. During the year 4(Four) Audit Committee Meetings 4 (Four) Nomination & Remuneration Committee Meetingsand 4 (Four) Stakeholders' Relationship Committee Meetings were convened and held. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.
32. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFINDIVIDUAL DIRECTORS :
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.
33. NOMINATION & REMUNERATION POLICY :
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
34. NO. OF BOARD MEETINGS :
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 12 (Twelve) Board Meetings were convened and held. The details of which are givenin the Corporate Governance Report. The intervening gap between the Meetings was withinthe period prescribed under the Companies Act 2013.
35. 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 withour vision of being one of the most respected companies in India the Company is committedto the 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.
36. 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.
37. ARCHIVAL POLICY :
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://cineradcommunications.com/Archival%20Policy.pdf).
38. EXTRACT OF ANNUAL RETURN :
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure B".
39. POLICIES :
We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided our value system. The SEBI (Listing Obligation and DisclosureRequirement) Regulation 2015 mandated and formulation of certain policies for all listedcompanies. All our corporate governance policies are available on our website(http://www.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.cineradcommunications .com/Fair%20Disclosure%20Practic e.pdf |
|Familiarization Programme imparted to Independent Director ||Conduct program to familiarize the independent director(s) of the company. ||http://www.cineradcommunications .com/Familiarisation%20Programm e%20imparted%20to%20Independ ent%20Directors.pdf |
|Insider Trading ||The policy provides the framework in dealing with securities of the Company. ||http://www.cineradcommunications .com/Insider%20Trading.pdf |
|Policy on determination of Materiality of event ||Determination about the materiality of an event. ||http://www.cineradcommunications .com/Policy%20on%20Determinatio n%20of%20%20Materiality%20of% 20Event.pdf |
|Policy on Related Party Transaction ||The policy regulates all transactions between the Company and its related parties. ||http://www.cineradcommunications .com/Policy%20of%20Related%20P arty%20Transaction.pdf |
|Archival Policy ||The policy deals with the retention and archival of corporate records. ||http://cineradcommunications.com/ Archival%20Policy.pdf |
|Terms and Conditions for appointment of Independent Directors ||Appointment as per applicable provision of the Acts. ||http://www.cineradcommunications .com/Terms%20and%20Conditions %20of%20appointment%20of%20 Independent%20Directors.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.cineradcommunications .com/Whistle%20Blower%20Policy. pdf |
40. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE : (PREVENTION PROHIBITION& REDRESSAL) ACT 2013 :
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.
41. ACKNOWLEDGEMENTS :
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 cum CEO |
|Date :21st day of May2019 ||(DIN 00080647) |