The Directors have pleasure in presenting the Board's Report along with the AuditedFinancial Statement of your company for the Year ended 31st March 2019
FINANCIAL RESULTS FOR THE YEAR ENDED ON 31st MARCH 2019
|PARTICULARS ||31.03.2019 ||31.03.2018 |
|Revenue From Operation ||2892.66 ||766.46 |
|Less: Cost of Production ||2951.20 ||849.25 |
|Gross Profit/loss ||(58.54) ||(82.79) |
|Other Income ||89.60 ||97.10 |
|Total ||31.06 ||14.31 |
|Less: Other Expenses before interest and Depreciation ||439.42 ||416.99 |
|Operating Profit/(Loss) ||(408.36) ||(402.68) |
|Less: Interest ||66.32 ||23.57 |
|Less: Depreciation ||22.26 ||30.79 |
|Net Profit/(Loss) before Tax ||(496.94) ||(457.04) |
|Less: Provision for Deferred Tax ||0 ||(16.58) |
|Less: Current Tax ( MAT) ||0.00 ||0.00 |
|Less: Taxation Adjustments for earlier year (including MAT Credit Entitlement ) ||0.00 ||2.24 |
|Net Profit/(Loss) after tax ||(496.94) ||(442.70) |
|Other Comprehensive income /(Loss) for the year ||10.30 ||10.76 |
|Total Comprehensive income /(Loss) for the year ||(486.64) ||(431.94) |
|Earning per share || || |
|Basic ||(2.48) ||(2.21) |
|Diluted ||(2.48) ||(2.21) |
During the year under review The Company recorded turnover of Rs. 2892.66 Lacs againstprevious year of Rs. 766.46 Lacs. Net loss after tax stood at Rs. 496.94 Lacs for the yearunder review as compared to previous year of Rs. 442.70 Lacs.
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 were no material changes and commitments affecting the Financial position of theCompany from the end of the Financial year up to the date of this Board's Report.
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.
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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:
Mr. Dheeraj kumar Kochhar retires by rotation and being eligible offers himself forRe-appointment. Your Director recommends his re-appointment.
Board of Director Re-appointed Mr. M.R. Sivaraman as Independent Non executive Directorof the Company w.e.f 1st April 2019 subject to the approval of Shareholders.Your Board recommends for his re-appointment.
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 CompaniesAct 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 M/s. NGS & Co. LLPChartered Accountants (Firm2013
Regn. No. 119850W) were appointed as the Statutory Auditors of the Company for theperiod of five years at the 31st Annual General Meeting held on 27thSeptember 2017 to hold office from the conclusion of the the conclusion of the 36thAnnual General Meeting on a remuneration to be determined by the Board of Directors andapproved by the shareholders. Their appointment was subject to ratification for theirappointment by the Members of the
Company at every Annual General Meeting. Pursuant to the amendments made to section 139of the 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 thestatutory Auditors has been withdrawn from the statue. In view of above ratification ofthe members at Annual General 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 2019is 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 2018-2019 has conducted the internal audit of the company for the yearunder review. During the year under review Internal audit found satisfactory by Internal
Auditor 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 2019-2020 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 (ACS No.32178) to undertake secretarial audit of the Company. The Report of the SecretarialAuditor is annexed to the Board Report as (Annexure A) which forms a part of thisReport. The Secretarial Audit
Report does not contain any qualification observations or adverse remark therefore noexplanations are provided in this report.
ANNUAL RETURN AND THE 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 yourkind perusal and information. 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. A 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 2018-19 i.e. on May 25 2018August 11 2018 November 14 2018 and February 14 2019. 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.
Further the Board has also dealt with certain items through circular resolutionswhich were duly confirmed by the Directors at the subsequent Board meeting(s).
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134 (3) (C) read with section 134 (5) of theCompanies Act 2013 your Directors confirm
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 sufficientcare 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 2018-19 therewere 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
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis as required under Schedule V of the ListingRegulations forms an integral part of this report
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.
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 Rule 8(3)of the Companies (Accounts) Rules 2014 are not applicable to the company. There were noforeign 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 31 st March 2019. 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:
The Company has framed a Vigil Mechanism and adopted a Whistle-Blower Policy whichprovides a formal mechanism for all Directors and employees of the Company to approach theManagement of the Company and Chairman of the Audit Committee in appropriate orexceptional case to report their genuine concerns grievances serious irregularitiesimproper activities fraud or violations of the company's code of conduct etc. and makeprotective disclosures. The Company affirms that no director or employee of the Companyhas been denied access to the Management or Chairman of Audit Committee as required. Thepolicy has been posted on the company website.
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 is committed to uphold and maintain the dignity of woman employees and ithas in place a policy as per Applicable Act which provides for protection against sexualharassment of women at work place and for prevention of such complaints. During the yearno such complaints were received.
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.
Your Directors would like to express their sincere appreciation for the continuedco-operation and assistance received from shareholders customers vendors bankersregulatory bodies and other business constituents including viewers producerscustomers vendors advertising agencies investors during the year under review. YourDirectors also wish to place on record their sincere appreciation for the hardworksolidarity and commitment of each and every executives officers and staff of the Companyduring the financial year.
| ||For and on behalf of the Board of Directors |
| ||Creative Eye Limited |
| ||Sd/- |
|Place:Mumbai ||Dheeraj Kumar Kochhar |
|Date: 13th August 2019 ||Chairman & Managing Director |
| ||DIN-00018094 |