Your Company's Directors have pleasure in presenting their 34th AnnualReport on the business and operations of the company along with the Audited FinancialStatements for the Financial Year ended March 312020.
Your Company's performance during the Financial Year as compared with that during theprevious Financial Year is summarized below:
|PARTICULARS ||31.03.2020 ||31.03.2019 |
|Revenue From Operation ||1810.60 ||2892.66 |
|Less: Cost of Production ||1759.44 ||2951.20 |
|Gross Profit/loss ||51.16 ||(58.54) |
|Other Income ||87.33 ||89.60 |
|Total ||138.49 ||31.06 |
|Less: Other Expenses before interest and Depreciation ||530.07 ||439.42 |
|Operating Profit/(Loss) ||(391.58) ||(408.36) |
|Less: Interest ||43.12 ||66.32 |
|Less: Depreciation ||15.57 ||22.26 |
|Net Profit/(Loss) before Tax ||(450.27) ||(496.94) |
|Less: Provision for Deferred Tax ||0 ||0 |
|Less: Current Tax ( MAT) ||0.00 ||0.00 |
|Less: Taxation Adjustments for earlier year (including MAT Credit Entitlement ) ||00 ||0.00 |
|Net Profit/(Loss) after tax ||(450.27) ||(496.94) |
|Other Comprehensive income /(Loss) for the year ||23.21 ||10.30 |
|Total Comprehensive income /(Loss) for the year ||(473.48) ||(486.64) |
|Earning per share || || |
|Basic ||(2.24) ||(2.48) |
|Diluted ||(2.24) ||(2.48) |
During the year under review The Company recorded turnover of Rs. 1810.60 Lacs againstprevious year of Rs. 2892.66 Lacs. Net loss after tax stood at Rs. 450.27 Lacs for theyear under review as compared to previous year of Rs. 496.94 Lacs.
EMERGENCE OF COVID-19:
Covid -19 (Coronavirus) unprecedented pandemic has caused serious disruption on theeconomy business and personal life around the globe and in India since March 2020. It isa natural calamity (Act of God) which has forced to stop all activities / operations tosave the life of human. The Government of India and local authorities has imposed lockdown and other emergency measures from time to time since 4th week of March 2020 which hasinterrupted the normal business professional and personal life of the every citizen ofIndia. During this lock down period every small and big business/offices were completelyshut down except essential needs. While being a necessary measure to contain its spreadhave also posed an unprecedented challenges to all businesses and the business operations.The Company have also been impacted. Your company has also closed /shut down entirebusiness operations during the lock down period for the wellbeing and safety of life ofemployees and the business associates. The company has started its business operationswith limited resources as per the guidelines and advisories issued by the state governmentand local concern authorities from time to time.
TRANSFER TO RESERVES:
During the year under review your company has not transferred any amount to Reserves.
In view of the losses for the year your board of directors has not recommended anydividend for the year under review. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the Directors' Report save and exceptsevere contraction in business activities due to extended lockdown imposed by the Centraland State Government authorities in India from time to time considering human wellbeing health and safety due to outbreak of COVID-19 pandemic.
During the year under review your Company has not accepted any fixed deposits from thepublic falling under Section 73 of the Act read with the Companies (Acceptance ofDeposits) Rules 2014.
CHANGE IN CAPITAL STRUCTURE
There has been no change in the capital structure during the year under review.
SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY:
The Company has no subsidiary/joint venture/associate company and hence consolidationand applicable provision under the Companies Act 2013 and Rules made there under are notapplicable to the Company.
DIRECTORS AND KEY MANAGARIAL PERSONNEL:
The Board of Directors of the Company in its meeting held on 30th june 2020re-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 June2020 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 2020 subject to the approval of shareholders. Your Board recommends for hisre-appointment. As stipulated under the Regulation 36(3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 brief resume of the Directors proposed to beappointed/re-appointed are given in the Notice convening Annual General Meeting.
During the year there has been no change in the constitution of your Board of Directorswhich continues to comprise of 5 (Five) Directors including 3 (Three) IndependentDirectors (Non-Executive Directors) 1 (one) whole time Executive Director and 1 (one)Managing Directors. Independent Directors provide their declarations both at the time ofappointment and annually confirming that they meet the criteria of independence asprescribed under Companies Act 2013 and Listing Regulations.
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.
A) Statutory Auditors
As per the provisions of section 139 of the Companies Act 2013 M/s. NGS & Co.LLP Chartered Accountants (Firm Regn. No. 119850W) were appointed as the StatutoryAuditors of the Company for the period of five years at the 31st Annual General Meetingheld on 27th September 2017 to hold office from the conclusion of the saidMeeting till the conclusion of the 36th Annual General Meeting on aremuneration to be determined by the Board of Directors and approved by the shareholders.Their appointment was subject to ratification for their appointment by the Members of theCompany at every Annual General Meeting. Pursuant to the amendments made to section 139 ofthe Companies Act 2013 by the Companies (Amendment) Act 2017 effective from 7thMay 2018 the requirement of
seeking ratification of the Members for the appointment of the statutory Auditors hasbeen withdrawn from the statue. In view of above ratification of the members at AnnualGeneral Meeting is not being sought.
There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification/ explanation. The Notes on financial statements are self-explanatoryand needs no further explanation.
Further the Auditors' Report for the financial year ended 31st March 2020is annexed 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 2013 M/sPoddar A. & Associates Chartered Accountants Mumbai as the Internal Auditors forthe Financial Year 2019-2020 has conducted the internal audit of the company for the yearunder review. During the year under review Internal audit found satisfactory by InternalAuditor M/s Poddar A. & Associates.
The Board of Directors on the recommendation of Audit Committee have re-appointed M/sPoddar A. & Associates Chartered Accountants Mumbai as the Internal Auditors forthe Financial Year 2020-2021 to conduct the internal audit of the company.
C) Secretarial Auditor
Pursuant to the provisions of section 204 of the Act and the Rules made there underthe Company has appointed Mr. Kaushal Doshi Practicing Company Secretary (FCS: 10609) toundertake secretarial audit of the Company. The Report of the Secretarial Auditor isannexed to the Board Report as (Annexure A) which forms a part of this Report. TheSecretarial Audit Report does not contain any qualification observations or adverseremark therefore no explanations are provided in this report.
EXTRACT OF THE ANNUAL RETURN
The Extract of Annual Return as required under section 92(3) and 134(3)(a) of theCompanies Act 2013 read with rule 12(1) of the Companies (Management and Administration)Rules 2014 in the prescribed Form MGT-9 is given under Annexure -B for your kind perusaland information. The Extract of the Annual Return will also be available on the website ofthe Company at www.creativeeye.com.
PARTICULARS OF PERSONNEL
In terms of provisions of section 197 (12) read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 none of the employeesare in receipt of remuneration in excess of the limit set out in said rules. The statementof Disclosure of Remuneration pursuant to the Section 197 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed asAnnexure C' to this report.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met 4 (four) times during FY 2019-20 i.e. on May 30 2019August 13 2019 November 14 2019 and February 4 2020. The maximum interval between anytwo meetings does not exceed maximum permissible limit prescribed under the applicablelaws. Details of the meetings of the Board along with attendance of the Directors thereinhave been disclosed in the Corporate Governance Report forming part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134 (3) (C) read with section 134 (5) of theCompanies Act 2013 your Directors confirm that:
a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
b) Accounting policies selected have been applied consistently and reasonable andprudent judgments and estimates were made so as to give a true and fair view of the stateof affairs of the company at the end of the year under review and the profit and loss ofthe Company for the year under review;
c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities;
d) The annual accounts of your Company have been prepared on a going concern basis;
e) Internal financial controls were laid down & followed by your company and it wasensured that such internal financial controls are adequate and were operating effectively;and
f) Proper systems were devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate 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
Related party transactions entered during the year were in ordinary course of thebusiness and on arm's length basis in compliance with the applicable provisions and rulesof the Companies Act 2013 and SEBI( LODR) Regulations 2015. During the FY 2019-20 thereare no materially significant Related Party Transactions by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large. The details of the same are given inthe notes to accounts forming part of the financial statements.
CORPORATE GOVERNANCE REPORT
The Company has complied with the corporate governance requirements under the CompaniesAct 2013 and as stipulated under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. A Report on corporate governance under the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 along with the certificatefrom the Chartered Accountant confirming the compliance with the conditions of CorporateGovernance is annexed and forms part of this Annual Report. The Company has complied withthe Secretarial Standards issued by Institute of Company Secretaries of India on Meetingof the Board of Directors and General Meetings.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis as required under Schedule V of the ListingRegulations forms an integral part of this 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 the Section 134(3) (m) of the Companies act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 are not applicable to the company. There wereno foreign exchange earnings and outgo during the current period.
RISK MANAGEMENT POLICY
The Company has adequate and proper Risk Management Policy and Mechanism. The board ofdirectors periodically review assess and monitor any kind of risks assumed by thecompany. The processes are in place for identifying evaluating and managing the risks. Atpresent the company has not identified any elements of risk which may threaten theexistence 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 2020. The said certificate forms anintegral 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. The Remuneration Policy is posted on the website of the Company atwww.creativeeye.com
WHISTLEBLOWER POLICY/ VIGIL MECHANISM:
In terms of the provisions of Section 177(9) of the Companies Act 2013 the Companyhas implemented a Vigil Mechanism/ Whistle Blower Policy to deal with instances of fraudand mis-management if any and conducting business with integrity including inaccordance with all applicable laws and regulations. No employee has been denied access tothe Vigilance Officer as well as Chairman of the Audit Committee. The Vigil Mechanism andWhistle Blower Policy are also posted on the website of the Company.
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 towards sexual harassment at workplace. The Company iscommitted to uphold and maintain the dignity of woman employees and it has in place apolicy as per Applicable Act which provides for protection against sexual harassment ofwomen at work place and for prevention of such complaints. . During the year under reviewthere were no cases filed or reported pursuant to the provisions of the said Act.
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 SEBIListing Regulations. The performance of the board was evaluated by the board after seekinginputs from all the directors on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc. Theperformance of the committees was evaluated by the board after seeking inputs from thecommittee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc
In a separate meeting of independent directors performance of non-independentdirectors the board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of executive directors and non executive directors.
CHANGE IN NATURE OF BUSINESS
There was no change in the nature of business during the year under review.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has satisfactory internal control system. The Company has an adequatesystem of internal controls to ensure accuracy of financial & accounting recordscompliance with all laws & regulations and compliance with all rules procedures &guidelines prescribed by the various regulatory bodies and management. An extensiveinternal audit is carried out by independent firm of Chartered Accountants. The AuditCommittee preview the internal control system in place with effectiveness on periodicalbasis. The Management of the company takes all measure steps to follow the internalcontrol system to safe guard the company from internal and external risk.
The Board desires to place on record its grateful appreciation for the excellentassistance and co-operation received from the State Government and continued supportextended to the Company by the shareholders vendors bankers investors suppliersesteemed customers and other business constituents including viewers producerscustomers vendors advertising agencies. Your Directors also wish to place on recordtheir deep sense of appreciation to all the employees of the Company for their unstintedcommitment and continued contribution in the performance of the Company.
|Place: Mumbai Date: 29th October 2020 ||For and on behalf of the Board of Directors Creative Eye Limited Sd/- Dheeraj Kumar Kochhar Chairman & Managing Director |
| ||DIN-00018094 |