Dear Members,
The Board of Directors have pleasure in presenting the 38th Annual Report of
the Company, along with the Audited Financial Statements of the Company for the financial
year ended March 31,2024.
FINANCIAL HIGHLIGHTS.
The performance of your Company during the Financial Year under review are as follows:
(Rs. in Lacs)
PARTICULARS |
31.03.2024 |
31.03.2023 |
Revenue From Operation |
47.20 |
196.18 |
Less: Cost of Production |
2.99 |
16.54 |
Gross Profit/loss |
44.21 |
179.64 |
Other Income |
90.49 |
197.03 |
Total |
134.70 |
376.67 |
Less: Other Expenses before interest and Depreciation |
300.65 |
335.58 |
Operating Profit/(Loss) |
(165.95) |
41.09 |
Less: Interest |
85.61 |
70.06 |
Less: Depreciation |
7.41 |
8.25 |
Net Profit/(Loss) before Tax |
(258.97) |
(37.22) |
Less: Provision for Deferred Tax |
0 |
0 |
Less: Current Tax ( MAT) |
0 |
0 |
Less: Taxation Adjustments for earlier year (including MAT Credit
Entitlement) |
0 |
0 |
Net Profit/(Loss) after tax |
(258.97) |
(37.22) |
Other Comprehensive income /(Loss) for the year |
54.56 |
3.70 |
Total Comprehensive income /(Loss) for the year |
(204.41) |
(33.52) |
Earning per share |
|
|
Basic |
(1.29) |
(0.19) |
Diluted |
(1.29) |
(0.19) |
COMPANY'S FINANCIAL PERFORMANCE
During the financial year under review, your Company incurred Net Loss of Rs. 258.97
Lacs as compared to previous year of Rs. 37.22 Lacs. During the year under review, the
Company reported turnover of Rs. 47.20 Lacs against previous year of Rs. 196.18 Lacs.
Additional information regarding Company's business operations and state of Company's
affair is provided in the Management Discussion and Analysis Report, which forms an
integral part of the Annual Report.
TRANSFER TO RESERVES:
The Company does not propose to transfer any amount to General Reserve. DIVIDEND
No dividend is proposed to be paid for the financial year 2023-24 due to the losses
incurred by the company during the year under review.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, affecting the financial position
of the Company which have occurred between the end of the financial year of the Company to
which the financial statements relate and the date of this Report.
PUBLIC DEPOSIT
During the Financial year under review, your Company has not accepted any deposits from
the public falling under Section 73 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014.
SHARE CAPITAL
During the year under review, there was no change in the authorized, subscribed and
paid-up share capital of the Company. SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY :
The Company has no subsidiary/joint venture/associate company and hence consolidation
and applicable provision under the Companies Act, 2013 and Rules made there under are not
applicable to the Company.
DIRECTORS AND KEY MANAGARIAL PERSONNEL:
The constitution of the Board is in Compliance with the provisions of Section 149 of
the Companies Act, 2013, and the Listing Regulations.
The Members are requested to take note of the following changes in the Directors during
the financial year ended March 31,2024, and post closure of financial year, till the date
of this Report:
The Members of the Company in its meeting held on 30th September,2023,has
approved the change in designation of Mr. Dheeraj Kumar Kochhar from Chairman and Managing
Director to chairman and Whole -time Director of the Company for the period of 3 years
w.e.f. 1st September, 2023 and have approved the appointment of Mr. Sunil Gupta
as Managing Director of the Company for the period of 3 years w.e.f 1st
September,2023
Mr. Dheeraj Kumar Kochhar (DIN: 00018094), Chairman and Executive Director is liable to
retire by rotation at the 38th Annual General Meeting (AGM) and being eligible,
offers himself for re-appointment.
DECLARATION BY AN INDEPENDENT DIRECTOR(S)
All the Independent Directors have duly confirmed that they meet the criteria of
independence as prescribed under subsection (6) of Section 149 of the Companies Act,2013
and Regulation 16 and 25 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. All the Independent Directors are duly registered with the Indian
Institute of Corporate Affairs (IICA). During the year, there has been no change in the
circumstances which may affect their position as Independent Director.
Further, the Independent Directors have also affirmed compliance with the Code of
Conduct adopted by the Company. The Board is of the opinion that the Independent Directors
of the Company hold the highest standards of integrity and possess requisite expertise,
proficiency and experience required to fulfill their duties as Independent Directors.
AUDITORS
A) Statutory Auditors
The shareholders of the Company at the 36th Annual General Meeting held on
30th September, 2022 had appointed NGS & Co. LLP, Chartered Accountants
(Firm Regn. No. 119850W) as Statutory Auditors of the Company to hold office for a period
of up to 5 (Five) years i.e. till the conclusion of the 41st AGM of the Company
.
The Report given by the Auditors on the financial statements of the Company is part of
Annual Report. The Auditors have issued their report on the financial statements for the
financial year ended March 31,2024, with an unmodified opinion and do not contain any
qualification, observation or adverse remarks or disclaimer that may call for any
explanation from the Board of Directors. The Auditors have not reported any matter under
Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be
disclosed under Section 134 (3)(ca) of the Companies Act, 2013.
Further the Auditors' Report for the financial year ended, 31st March, 2024
is 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/s
Poddar A. & Associates, Chartered Accountants, Mumbai as the Internal Auditors for the
Financial Year 2023-24 has conducted the internal audit of the company for the year under
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/s
Poddar A. & Associates, Chartered Accountants, Mumbai as the Internal Auditors for the
Financial Year 2024-25 to conduct the internal audit of the company.
C) Secretarial Auditor
Pursuant to the provisions of section 204 of the Companies Act,2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, made there under, the
Board of Directors had appointed M/s Kaushal Doshi & Associates, Practicing Company
Secretary (FCS No. 10609) as Secretarial Auditors of the Company for the financial year
2023-24. The Report on Secretarial Audit in the prescribed format of MR- 3 is attached as
Annexure-A to this report.
The Secretarial Compliance Report for the financial year ended March 31, 2024, in
relation to compliance of all applicable SEBI Regulations/ circulars/ guidelines issued
thereunder, pursuant to requirement of Regulation 24A of Listing Regulations, was
submitted to Stock Exchange(s).
There are no qualifications, reservations, or adverse remarks in the Secretarial Audit
and Secretarial Compliance Report issued by them for the financial year 2023-24.
ANNUAL RETURN
Pursuant to provisions of Section 92 of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, Annual Return in Form MGT 9 will be available
on the website of the Company and can be accessed at https://www.creativeeve.com/images/quar/Form
MGT 7 2023-24 website%20..pdf
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
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 employees
are in receipt of remuneration in excess of the limit set out in said rules. The statement
of Disclosure of Remuneration pursuant to the Section 197 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended
as 'Annexure B' to this report.
MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, the Board met Four times. The maximum interval between
any two meetings does not exceed maximum permissible limit prescribed under the applicable
laws .The details of the Board meetings and the attendance of the Directors are provided
in the Corporate Governance Report, which forms part of this report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Act, the Board of Directors to
the best of their knowledge and ability confirm that:
a) In the preparation of the annual financial statements for the year ended 31st
March, 2024 all the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b) Accounting policies selected have been applied consistently and reasonable and
prudent judgments and estimates were made so as to give a true and fair view of the state
of affairs of the company at the end of the year under review and the profit and loss of
the Company for the year under review;
c) Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
company 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 was
ensured that such internal financial controls are adequate and were operating effectively;
and
f) Proper systems were devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS.
The Company has not given any Loan or Guarantee nor has made any Investment during the
year under review attracting the provisions of Section 186 of the Companies Act, 2013,
hence the said provision is not applicable to the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions executed in financial year 2023-24 were on arms' length
basis and in the ordinary course of business. All Related Party Transactions are placed
before the Audit Committee for their prior approval and details of the Related Party
Transactions undertaken during a particular quarter are placed at the meeting of the Audit
Committee held in the succeeding quarter.
During the year, There were no materially significant related party transactions made
by the Company with Promoters, Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of the Company at large.The
details of the same are given in the notes to accounts forming part of the financial
statements. Accordingly, there are no transactions that are required to be reported in
Form AOC 2.
The policy on Related Party Transactions as approved by the Board is placed on the
Company's website at www.creativeeye.com under Investors section.
CORPORATE GOVERNANCE REPORT
The Company has complied with the corporate governance requirements under the Companies
Act, 2013, and as stipulated under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Report on corporate governance under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, along with the
certificate from the Chartered Accountant confirming the compliance with the conditions of
Corporate Governance, is appended and forms part of this Annual Report.
MANAGEMENT DISCUSSION & ANALYSIS
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), The Management
Discussion and Analysis forms an integral part of this report
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards i.e. SS-1 and SS-2, relating to
Meetings of the Board of Directors and General Meetings,
respectively issued by the Institute of Company Secretaries of India.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The information relating to Conservation of Energy and Technology Absorption required
under Rule 8(3)(A) and 8(3)(B) of Companies (Accounts) Rules, 2014 is not applicable to
the Company due to the very nature of the industry in which it operates. However, we
endeavor to support the environment by adopting environment friendly practices in our
office premises. During the year under review, there was no inflow or outgo of Foreign
Exchange.
RISK MANAGEMENT POLICY
Pursuant to provisions of Section 134 of the Act and Regulation 17 of SEBI Listing
Regulations,the Company has adequate and proper Risk Management Policy and Mechanism. The
board of directors periodically reviews, assess and monitor any kind of risks assumed by
the company. The processes are in place for identifying, evaluating and managing the
risks. At present the company has not identified any elements of risk which may threaten
the existence of the company.
In terms of Regulation 21 of SEBI Listing Regulations, the Constitution of Risk
Management Committee was not applicable during the financial year 2023-2024.
MD/CFO CERTIFICATION:
Managing Director and Executive Director, CFO, of the company have certified that all
requirements of the listing obligations, inter alia, on review of financial statements and
cash flow and establishing and maintain internal controls for the financial reporting for
the year ended 31st March, 2024. The said certificate forms an integral part of
this annual report.
NOMINATION AND REMUNERATION POLICY:
In accordance with provisions of the Act and SEBI Listing Regulations, the Company has
formulated a Policy on Nomination & Remuneration of Directors and Senior Management
Employees on recommendation of the Nomination & Remuneration Committee. The main
objective of the said policy is to identify individuals for appointment on the Board and
at senior management level of the Company, designation and composition of remuneration is
reasonable and sufficient to attract, retain and motivate. Details of the said Policy is
given in the Corporate Governance Report.
WHISTLEBLOWER POLICY/ VIGIL MECHANISM:
The Company promotes ethical behavior in all its business activities and has put in
place a mechanism of reporting illegal or unethical behavior. The Company has a Vigil
Mechanism/Whistle Blower Policy wherein the employees are free to report violations of
laws, rules, regulations or unethical conduct to their immediate supervisor or such other
person as may be notified by the Management to the work groups. The confidentiality of
those reporting the violations is maintained and they are not subjected to any
discriminatory practice.
Your Company hereby confirms that no complaints were received during the year under
review. The vigil mechanism / whistle blower policy may be accessed on the Company's
website at www.creativeeye.com under investor Relation section.
CORPORATE SOCIAL RESPONSIBILITY
The company does not fall under the criteria of Section 135 of Companies Act, 2013 read
with the Companies (Corporate Social Responsibility Policy) Rules, 2014, hence the said
provision is not applicable to the Company.
SEXUAL HARASSMENT
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. The Company has zero tolerance towards sexual harassment at
workplace. The Company is committed to uphold and maintain the dignity of woman employees
and it has in place a policy as per Applicable Act, which provides for protection against
sexual harassment of women at work place and for prevention of such complaints. During the
year under review, the Company has not received any complaints on sexual harassment.
PERFORMANCE EVALUATION OF THE BOARD
As per provision of the Act and Regulation 17 of SEBI Listing Regulations, the Board
has carried out an annual performance evaluation of its own performance and that of its
Committees as well as performance of all the Directors individually, was carried out
internally. The performance evaluation of Chairman was carried out by Independent
Directors in their separate meeting without the attendance of the Executive Directors.
Feedback was sought by way of a structured questionnaire, based on criteria approved by
the Nomination and Remuneration Committee, for evaluation of performance of Board,
Committees of Board and Individual Directors. The Directors expressed their satisfaction
with the evaluation process.
CHANGE IN NATURE OF BUSINESS
There was no change in the nature of business during the year under review.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
In terms of Section 134 of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company works with internal control
systems commensurate with the size, scale and complexity of its operations. The Board has
adopted the policies and procedures for ensuring the orderly and efficient control of its
business including adherence to the Company's policies, the safeguarding of its assets,
the prevention and detection of frauds, errors, reporting mechanisms, the accuracy and
completeness of the accounting records and timely preparation of reliable financial
disclosures. To maintain objectivity and independence, the Internal Auditors report
directly to the Audit Committee. Based on the report of the Internal Auditors, process
owners undertake corrective action, wherever required. Significant observations and
corrective actions needed or taken are presented to the Audit Committee.
During the financial year 2023-24, such controls were tested and no reportable material
weakness in the design or operation was observed.
ACKNOWLEDGEMENT
The Board places on record its deep appreciation to all employees for their hard work,
dedication, unstinted efforts and commitment. The Board also appreciate for the support
and cooperation the Company has been receiving from its customers, suppliers and Bankers.
The Board also take this opportunity to thank all Shareholders, Investors, Business
Associates, Government and Regulatory Authorities and Stock Exchanges, for their continued
support.
|
For and on behalf of the Board of Directors |
|
Creative Eye Limited |
|
Sd/- |
|
Dheeraj Kumar Kochhar |
Place: Mumbai |
Chairman and Executive Director |
Date: 14th August,2024. |
DIN-00018094 |
|