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Directors Report of CDI International Ltd.

Mar 31, 2014

Dear Shareholders,

The directors have pleasure in presenting the 22nd Annual Report and Audited Financial Statements of your Company for the financial year ended 31st March 2014.


Particulars Year ended Year ended March 31, 2014 March 31, 2013

Total Income - -

Total expenditure 54.19 35.56

Profit/ Loss before tax (54.19) (35.56)


The Indian Media and Entertainment (M&E) Industry, one of the most vibrant and exciting industries in the world, has had a tremendous impact on the lives and the Indian economy. With the addition of new media such as animation, online gaming and applications running on mobile devices, a new dimension has been added to the world of media that was dominated by traditional media. In addition to their implicit impact, all media platforms provide a great opportunity to carry explicit messages to create social impact.

India continues to remain an important outsourcing destination offering significant cost arbitrage to countries in North America and Europe. Moreover, growing presence of India studios in international markets has enabled them to capitalize on synergy across various offices, locations, talent and projects.


Pursuant to Section 149 of the Companies Act, 2013, the Board at its meeting held on 14th August, 2014, recommended appointment of Ms. Santosh Grover and Mr. Pant Raj Sachdev as Independent Directors of the company, not liable to retire by rotation for a period of five years from the date of its 22nd annual general meeting Subject to approval of the members of the company. These Directors have given the declarations to the board that they meet the criteria of independence as provided under Section 149(6) of the said act and also confirmed that they will abide by the provisions as mentioned in schedule IV of the companies'' act 2013.The Board recommends the resolutions for your approval of the above appointments

Ms. Rashmee Seengal, Director, retire by rotation and being eligible, has offered herself for re-appointment. The Board same recommends the same for your approval.


The company has not made any investments in the Financial Year 2013-2014.


Your Directors reaffirm their continued commitment to good corporate governance practices. Your Company fully adheres to the standards set out by the Securities and Exchange Board of India for Corporate Governance practices, and has implemented all of its stipulations.

As required by Clause 49 of the Listing Agreement of Stock Exchange, a separate section on Corporate Governance together with a certificate from Company''s Statutory Auditors, forms part of this Annual Report.


As a part of the Green Initiative in Corporate Governance, The Ministry of Corporate affairs (MCA), Government of India, through its Circular nos.17/2011 and 18/2011, dated April 21, 2011and April 29, 2011 respectively, has allowed companies to send official Notices/documents to their shareholders electronically.

As a responsible Corporate Citizen, your Company has actively supported the implementation of Green Initiative and effected electronic delivery of Notice of annual General Meeting (AGM) to those shareholders whose email IDs were already registered with the Depository Participants.

Shareholders are requested to support the "THINK GREEN, GO GREEN" initiative of your company by registering/ updating e-mail addresses for receiving electronic communications.


The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.


In view of the losses incurred by the Company during the year under review, your directors do not recommend any dividend for the year 2013- 14


A Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with stock exchanges in India, is presented in a separate section forming part of the Annual Report.


Increased in Authorized Capital

During the Financial Year 2013-14, Company has an Authorized Capital of Rs. 150000000/- divided into 15000000 no. of equity shares of Rs.10/-.


The Equity Shares of the Company are listed on Bombay Stock Exchange and Ludhiana Stock Exchange. The annual listing fees for the year 2014-15 have been paid to these Stock Exchanges.


M/s. Sinha Gupta & Associates, Chartered Accountants has been appointed as Statutory Auditors in the meeting of the Board of Directors to inter alia conduct Audit for the financial Year 2013-14 on ad- hoc basis subject to approval of shareholders in the ensuing Annual General Meeting as M/s. Gaur Jain & Co., Chartered Accountants could not hold the office due to some unavoidable circumstances. Being eligible for appointment, M/s. Sinha Gupta & Associates, Chartered Accountants, have expressed their willingness to be appointed as Statutory Auditors of the Company. They have given certificate to the effect that the appointment, if made, would be within the limit prescribed under section 139 of the Companies Act, 2013. Your directors recommend their appointment for four years. Accordingly the Statutory Auditors have audited the Annual Financial Statements of the Company for the Financial Year ended 31st March, 2014.


In Pursuance of provisions of Section 204 of the Companies Act, 2013, Mr. Sanjeev Sharma, Company Secretary in practice, has been appointed as Secretarial Auditor by the Board of your Company for carrying out Secretarial Audit for the Financial Year 2014-15.


In pursuance of provisions of section 138 of Companies Act, 2013 read with Companies (Account) Rules 2014, Mr. Manish Mehndroo has been appointed as Internal Auditor of your Company for carrying out Internal Audit for the Financial Year 2014-15.


Information required to be furnished as per the Companies Act, Listing Agreement with Stock exchanges, Management Discussion & Analysis Report, Report on Corporate Governance, Auditor''s Certificate on Corporate Governance forms the part of this Annual Report.


With reference to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:-

(i) in the preparation of the Annual Accounts for the financial Year 2013-14, the applicable accounting standards have been followed along with proper explanations relating to material departures, wherever applicable;

(ii) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

(ii) proper and sufficient care is 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; and

(iii) The Annual accounts have been prepared on a ''going concern'' basis.


In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies'' (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.


During the year under review, the Company has neither earned nor used any foreign exchange. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956

There is no employee in the company whose particulars are required to be given under section 217 (2A) of the Companies Act, 1956.


Vigilance Mechanism lays its emphasis on ''Preventive Vigilance'' so as to enhance transparency and accountability on systems and procedures.


Your Company always endeavors to keep the timely response to shareholder''s request/grievances at a minimum. Priority is accorded to address all the issues raised by the shareholders and provide them satisfactory reply at the earliest possible time. The Stakeholder Relationship Committee (earlier Shareholder''s and Investor Grievances committee) of Board meets periodically and reviews the status of redresses of investor''s grievances.


Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the stakeholders and business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by staff at all levels of the Company. We look forward for your continued support in the future.

By the order of the board For CDI International limited

Sd/- Mr. Suresh Kumar Place : Chandigarh (Managing Director) Date : 21.08.2014 DIN: 00507208

Mar 31, 2011

Dear Members,

The directors take pleasure in presenting the Annual Report and the Audited Accounts of the company for the year ended March 31, 2011.


(Rs. in lac)

Year Ended Year Ended March 31, 2011 March 31, 2010

Total Sales/Income 26924.34 22817.60

Total Expenditure 21822.06 17991.10

Profit before Depreciation 5102.28 4826.50

Depreciation 23.30 18.39

Interest 16.55 00.81

Profit before Taxation 5062.43 4807.30

Provision for Taxation - 74.57

Deferred Tax (4.73) 1.03

Profit available for appropriations 5057.70 4733.76 Appropriations:

Provision for Bad & Doubtful Debts - 1809.24

Proposed Dividend - 191.41

Tax (including cess) on Dividend - 32.53

Transfer to General Reserve 505.77 473.38

Balance carried to Balance Sheet 4551.93 2227.20


Your company achieved a turnover of Rs. 26924.34 lac against Rs. 22817.60 lac during the previous year showing an increase of 18%. The profit after tax (PAT) of CDI grew by 6.84% to Rs. 5057.70 lac over fiscal 2009-10. The profit before tax (PBT) increased by 5.30% to Rs.5062.43 lac. The company recorded earnings per share (EPS) Rs.53 as compared to Rs. 49 last year, higher by 8.16% (annualized).


CDI is the largest animation company of South Asia and 2nd largest in Asia. The company was awarded by Forbes Asia as the best performing mid sized company of Asia-Pacific region and ranked at overall position of 28 in terms of business performance in India by Inc. Magazine alongwith several performance records/ awards by Economic Times, Business Standard etc. The next few years are likely be characterized by uncertainty and volatility as the effects of the global slowdown have started becoming apparent. The Board has decided to consolidate its all existing operations at one single place, explore new business avenues in Japan, China and other Asian & Middle-East countries. The Board has also decided to diversify into education, healthcare and infrastructure sectors.


Mrs. Rashmee Seengal, director of the company retires by rotation and being eligible offers herself for re-appointment.


The company has complied with the mandatory provisions of the corporate Governance as prescribed in the Listing Agreement with the stock exchanges. A separate report on corporate governance is included as a per of the Directors Report with the Auditors Certificate on its compliance.


Suresh Goyal & Associates, Chartered Accountants, Chandigarh, Statutory Auditors of the company, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment as Statutory Auditors of the company.


In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the balance sheet of the company. The company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will be kept open for inspection at the Registered Office of the company and that of the respective subsidiary companies. The consolidated financial statements presented by the company include the financial results of its subsidiary companies.


In accordance with the Accounting standard AS-21 on consolidated financial statements read with Accounting standard AS-23 on accounting for investment in associates, the audited consolidated financial statements are provided in Annual Report.


Pursuant to the requirement under section 217(2AA) of the companies Act, 1956 with respect to Directors Responsibility statement, it is hereby confirmed:

a) that in preparation of the annual accounts for the financial year ended March 31, 2011, the applicable accounting standards had been followed.

b) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review.

c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. d) that the directors had prepared the accounts for the financial year ended March 31, 2011 on a going concern basis.


The Board had decided to consolidate its all existing operations at one single place, explore new business avenues in japan, China and other Asian & Middle- East countries. The board has also decided to diversity into education, healthcare and infrastructure sectors.


Compact Disc India Ltd. embraces its responsibility for society and community at large. GDI has donated 2 nos. fully equipped Ambulances to Kanta Seengal Memorial Charitable Trust to start Ambulance Services. It offers ambulance services to the needy people at nominal charges within "0 Kms radius of Chandigarh city.


The company has not raised any fixed deposits during the year.


Since the company is not a major energy-consuming unit, particulars regarding conservation of energy etc. as prescribed under section 217(1) (e) of the Companies Act, 1956 are not applicable to the company. As the company has not absorbed any technology, research and development etc, the particulars regarding technology absorption, innovation and research & development are not applicable.


There was no employee during the year whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies {Particulars of Employees) Rules 1975.


The management and employees relations remained cordial throughout the year under report.


Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of Listing Agreement with Stock Exchange in India, is presented in a separate section forming part of the Annual Report.


Your directors wish to place on record their appreciation for the continued support, encouragement and co-operation extended by State and Central Government Agencies, Company's Bankers, Business Associates, Esteemed Customers and Shareholders. Your directors also record their appreciation for the dedicated services rendered by all ranks of the company's personnel.

For and on behalf of the Board of Directors

Sd/- Place: Chandigarh (Suresh Kumar)

Date : August 31, 2011 Chairman and Managing Director

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