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Directors Report of Creative Eye Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 29th Annual Report on the business and operations of the Company along with the Audited Accounts of the company for the year ended March 31,2015.

Financial Performance

(Rs. in lacs)

31.03.2015 31.03.2014

Sales 1349.90 1 761.02

Less: Cost of Software 1519.69 1424.60

Gross Profit (169.79) 336.42

Other Income 151.63 155.51

Total (18.16) 491.93

Less: Other Expenses before interest 252.89 251.06 and Depreciation

Operating Profit/(Loss) (271.05) 240.87

Less: Interest 35.95 14.19

Less: Depreciation 29.14 60.62

Net Profit/(Loss) before Tax (336.14) 166.06

Less: Provision for Deferred Tax 0.00 0.00

Less: Current Tax ( MAT) 0.00 33.08

Add: MAT Credit Entitlement 0.00 (6.13)

Net Profit/(Loss) after tax (336.14) 139.11

Earning per share

Basic (1.68) 0.69

Diluted (1.68) 0.69

Dividend Rate -

Review of Financial Operations

During the year under review, the turnover was Rs. 1349.90 Lacs as compared to Rs. 1761.02 Lacs of last year showing a decline by 23.35 % over last year. The net loss for the year was Rs. 336.14 lacs as compared to net profit of Rs. 139.11 Lacs of last year.

Dividend

In view of the loss suffered by the company the board is unable to recommend any dividend for the year under review.

Business Performance

During the year under review the following major serials were telecast

1. "Teen Nadano ki Nadaaniyaan" on Reliance Big Magic Channel

2. "Singhasan Battisi" on Sony Pal Channel

3. "Betaal aur Singhasan Battisi" on Sab TV Channel

Your company had entered into Historical genre and produced Historical based serial "Singhasan Battisi" for new channel of Sony Group-Sony Pal. The serial was during well in term of performance and was maintaining No. 1 position across all the programs run on Sony Pal channel. The company was quite hope full for long run of this serial but unfortunately the Sony pal channel discontinues all new programs and your company serial was also one of them and this serial could run only for six months. However, your company is doing more research in this genre and quite hopeful to get more projects on various channels.

"Teen Nadano Ki Nadaaniyaan" On Big Magic Channel went off the air in the Month of July 2014 due to the completion of the agreement.

Future Plans / Outlooks

The future outlook of content creator is very challenging and promising due to huge core competition at present. Shifting consumer behaviors, Data base, disruptive technologies, convergence and quadruple play offerings are revolutionizing the media industry.

Digital Media and E-commerce is growing fast and setting new business models in the Media & Entertainment Industry. Your company may explore possibilities in this field in term of content creation or other avenues.

The Company is also focusing on other business opportunities such as event management and non-fiction programs. Your Company is ready to face all tough Challenges of media and entertainment to attain future targets for the ensuring year by expanding its business operations in vertical modes.

The Management of the Company is constantly looking for widening the prospects of the Company through an increased presence on various channels, the plugging of vacant slots, the creation of unique content for new coming channels and strategic diversification. In view of this, the Management is confident that the Company will continue to deliver the excellent value to the viewers and stakeholders in future.

Fund Utilization

Up to the financial year ending 31st March, 2015, the Company has utilized Rs. 1413.64 Lacs from the funds received from the Initial Public Issue. The balance unutilized funds which have been invested in fixed deposits, which will be utilized in the near future.

Public Deposit

The Company has not accepted any public deposit during the year under review.

Internal Auditor and Report

In Compliance with the provisions of the section of 138 of the Companies Act, 2013, The company has appointed independent internal auditor M/s Jayram & Co., Chartered Accountants, Mumbai as Internal Auditors for the Financial Year 2014-2015. to conduct the internal audit of the company that reviews internal controls and operating systems and procedures. This ensures robustness and integrity of financial reporting, internal controls, allows optimal use and protection of assets, facilitates accurate and timely compilation of financial statements and management reports and ensures compliance with statutory laws, regulations and company policies.

Secretarial Audit Report

During the year, Secretarial Audit was carried out by Mr. Kaushal Doshi, Practicing Company Secretary (ACS No. 32178) in compliance with Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The report of Secretarial Auditor forming part of this Annual report does not contain any qualification, reservation or adverse remarks.

Statutory Auditors and Audit Report.

M/s Uttam Abuwala & Co., Chartered Accountants,(Firm Registration No. 111184W) Mumbai, Independent Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible for re- appointment. The Company has received a confirmation from M/s Uttam Abuwal & Co., Chartered Accountants, to the effect that their re-appointment as Statutory Auditors, if made, would be within the limits under the section 141 of Companies Act 2013 read with the Rule 4 of Companies (Audit & Auditors) Rules 2014. It is proposed to reappoint them from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting, subject to the approval of shareholders.

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

Further the Auditors' Report for the financial year ended, 31st March, 2015 is annexed with this annual report for your kind perusal and information.

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.

Loans, Guarantees and Investments.

The Company has not given any Loan or Guarantee nor has made any Investment during the year under reporting attracting the provisions of Section 186 of the Companies Act, 2013, hence the said provision is not applicable to the Company.

Extract of the Annual Return

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed with this annual report for your kind perusal and information.

Meetings Of The Board Of Directors

The Company held Four Board Meetings during the Financial Year under review. Details of the same forms part of the Corporate Governance Report is annexed with this annual report.

Related Party Transactions:

Apart from the related party transactions in the ordinary course of business , details of which are given in the notes to the financial statements, there were no other related party transactions requiring disclosure in Directors Report for the compliance with the companies act, 2013.

Conservation of energy, technology absorption and Foreign Exchange Earnings & outgo

Considering the nature of business of the company, the particulars required to be furnished pursuant to applicable Section 134 of the Companies act, 2013 read with Companies Rules, 2014 are not applicable to the company. There were no foreign exchange earnings and outgo during the current period.

Directors

A) Changes in Directors and Key Managerial Personnel

The individual details of Directors seeking re-appointment at the ensuing Annual General Meeting of the Company are annexed to the notice of Annual General Meeting. There were no change in Directors and Key managerial Personnel for the year under review.

B) Declaration by an Independent Director(s)

The Company has received and taken on record the declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

C) Appointment and Remuneration

Considering the requirement of skill, eminent people having an independence standing in their respective field, profession and who can effectively contribute to company's business and policy decision are considered by the Nomination and Remuneration Committee for appointment as an independent director on the board. The Committee considers ethical standards of integrity, qualifications, expertise and experience of the person as appointment as director and not disqualified under the Companies Act, 2013 and rules made there under and accordingly recommended to the board for appointment.

Remuneration to Whole Time Director/ Executive Directors is governed under the relevant provisions of the Companies Act, 2013 and the Rules made there under. Independent/ Non-Executive Directors are paid sitting fees for attending the meeting of board/committees thereof. The Company policy on directors' remuneration is given in Corporate Governance Report which forms part of this annual Report.

Corporate Governance Report

* The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

* The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

* The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance.

Risk Management Policy

The Audit Committee has established a Risk Management Policy. The business risk is managed through cross functional involvement and communication across Department. Risk management and internal control processes focuses on areas that continue to meet the progressive governance standards. The Audit Committee and Management does review periodically the business risk areas covering operational and financial risks to safeguard and protect the business from any risky measures.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, in a separate meeting of Independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Whole Time Directors, Chairman and executive directors was evaluated. Based on such meeting of Independent Directors and taking into account the views of executive directors and non-executive directors the Board had evaluated its performance on various parameters such as Board composition and structure, effectiveness of board processes, effectiveness of flow of information, contributions from each Directors, efficient discharge of their responsibilities etc.

Personnel

There were no employees covered under the preview of section 197 of the companies Act, 2013 and the rules and amendments made under in Companies Act, 2013. Remuneration paid to Directors and Key Managerial Persons during the year reported in MGT 9 (Extract of Annual Return) annexed with this annual Report.

Directors' Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013, in relation to the Audited Financial Statements for the Financial Year 2014-2015, your Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The accounting policies have been consistently applied and made judgments and estimates 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 and loss account of the company for that period as disclosed in the enclosed accounts.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the applicable Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) The annual accounts on a "going concern" basis.

v) The internal financial controls are adequate and were operating effectively.

vi) The proper systems are made to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the company is able to achieve the results.

For and on behalf of the Board of Directors Creative Eye Limited

Place: Mumbai Dheeraj Kumar Date: 25th May, 2015 Chairman & Managing Director


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 28th Annual Report along with the Audited Accounts of the company for the year ended March 31,2014.

Highlights of Financial Performance (Rs in lacs)

Particulars 31.03.2014 31.03.2013

Sales 1761.02 2604.69

Less: Cost of Software 1424.60 1934.79

Gross Profit 336.42 669.90

Other Income 155.511 47.79

Total 491.93 817.69

Less: Other Expenses before interest and Depreciation 251.06 292.91

Operating Profit/(Loss) 240.87 524.78

Less: Interest 14.19 8.68

Less: Depreciation 60.62 55.04

Net Profit/(Loss) before Tax 166.06 461.06

Less: Provision for Deferred Tax 0.00 0.00

Less: Current Tax (MAT) 33.08 39.28

Add: MAT Credit Entitlement (6.13) (39.28)

Net Profit/(Loss) after tax 139.11 461.06

Earning per share

Basic 0.69 2.30

Diluted 0.69 2.30

Dividend Rate --- ---

Review of Financial Operations

During the year under review, the turnover was Rs 1761.02 Lacs as compared to Rs 2604.69 Lacs of last year showing a decline by 32.39 % over last year. The net profit after tax for the year was Rs 139.11 as compared to Rs 461.06 Lacs of last year showing a decline of 69.83 % over last year.

Dividend

The Directors are of the view that resources of the Company needs to be conserved for its future growth plans and hence do not recommend any dividend for the year under review.

Business Performance

During the year under review the following major serials were telecast

-Rishton Ke Bhawar Main Ulji...Niyati on Sahara One Channel

Teen Nadano ki Nadaaniyaan on Reliance Big Magic Channel

Tujh Sang Preet Lagayi Sajna on Sahara One Channel

Safar Filmy Comedey Ka....on SAB TV Channel

Damini (Telgu) On Gemini TV Channel

Premakka Pelli (Telgu) on Gemini TV Channel

Om Namah Shivay (Re-run in Hindi) on Dangal Channel

Om Namah Shivay (Re-run in Tamil) on Zee Tamizh Channel.

It is pleasure to inform you that during the year under review your company had expanded its Business Activities/ Operations into Southern Market and launched two social family serials'' Damini'' and ''Premakka Pelli'' in prime time slot on Gemini TV (Sun Network) in Telugu Language. Your company is quite optimistic to get more business from southern market in future which would help to scale up the business/operations.

As you are aware that your company is holding IPRs of three Mega Mythological Serials Om Namah Shivay'',''Shree Ganesh'' and ''Shree Hari Vishnu ( Jap Tap Vrat)'' in all languages which are still adding extra value to the company''s business every year. The Company is making its brand stronger by exploiting the IPR of its mega mythological serials in various languages on various channels across India.

Fund Utilization

Up to the financial year ending 31st March, 2014, the Company has utilized'' 1391.39 Lacs from the funds received from the Initial Public Issue. The balance unutilized funds which have been invested in fixed deposits, will be utilized in the near future.

Future Plans / Outlooks

Your Company is ready to face all tough challenges of media and entertainment industry to attain future targets for the ensuing year by expanding its business operations in vertical modes.

Your Company had already moved ahead and expanded its operations in southern markets by launching two new serials in Telugu language and quite hopeful to tap other regional languages too very soon.

Your Company is widening its prospects in Hindi Market and entering into historical genre and shall launch a big Historical/Fantasy serial in the second quarter of ensuing year on one of the big existing GEC Satellite Channel. The pre-production work is in full swing and production shall start shortly.

Your company is in process of inducting well known creative talents, writers, and researchers on board to develop new, unique, unusual and unheard ideas/stories/concepts of various genres to pitch to the various satellite channels to get new projects soon in the competitive market, which would help us to fight against all odds.

Further to the above, being as a conservative policy of the your Company, the management is evaluating various business opportunities in term of risk reconciliation and taking appropriate steps to move forward to safeguard the investments and interest of the stake holders of the company.

Public Deposit

The Company has not accepted any public deposit during the year under review.

Directors

The individual details of Directors seeking re-appointment at the ensuing Annual General Meeting of the Company are annexed to the notice of Annual General Meeting.

Directors'' Responsibility Statement

The directors report that

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The accounting policies have been consistently applied and made judgments and estimates 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 and loss account of the company for that period as disclosed in the enclosed accounts.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the applicable Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) The annual accounts have been prepared on a''going concern'' basis.

v) The internal financial controls are adequate and were operating effectively.

vi) The proper systems are made to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors

M/s Uttam Abuwala & Co., Chartered Accountants, Independent Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s Uttam Abuwal & Co., Chartered Accountants, to the effect that their re-appointment as Statutory Auditors, if made, would be within the limits under Section 141(3)(g) of Companies Act, 2013. The notes on financial statement referred to in the Auditors Report are self explanatory and do not call for any further comments.

Conservation of energy, technology absorption and Foreign Exchange Earnings & outgo

Considering the nature of business of the company, the particulars required to be furnished pursuant to Section 217 (1) (e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the company. There were no foreign exchange earnings and outgo during the current period.

Personnel

There were no employees, covered under the purview of Section 217 (2A) of the Companies Act, 1956 and the rules and amendments made there under in Companies Act, 1956.

Corporate Governance

Pursuant to Clause 49 of the Listing agreement with the Stock exchanges, a separate section titled Corporate Governance has been included in this report. The auditors'' certificate on compliance of the requirement of Corporate Governance in terms of Clause 49 of the listing Agreement by the Company is annexed to this report.

Acknowledgement

Your Directors express their appreciation for the contribution made by the employees to the improvement in the operations of the Company. Your Directors also thank all the Government Agencies and Regulatory Bodies, Bankers, Financial Institutions, Stakeholders, Customers, Vendors and other business associates, who through their continuous support and co-operation have helped in your Company''s progress.

For and on behalf of the Board of Directors Creative Eye Limited

Sd/- Dheeraj Kumar Chairman & Managing Director

Mumbai 30th May, 2014


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 27th Annual Report along with the Audited Accounts of the company for the year ended March 31, 2013.

Highlights of Financial Performance

(Rs. In lacs)

31.03.2013 31.03.2012

Sales 2604.69 3101.02

Less: Cost of Software 1934.79 2579.98

Gross Profit 669.90 521.04

Other Income 147.79 144.91

Total 817.69 665.95

Less: Other Expenses before interest and Depreciation 292.91 328.35

Operating Profit/(Loss) 524.78 337.60

Less: Interest 8.68 75.12

Less: Depreciation 55.04 54.98

Net Profit/(Loss) before Tax 461.06 207.50

Less: Provision for Deferred Tax 0.00 0.00

Less: Current Tax ( MAT) 39.28 0.00

Add: MAT Credit Entitlement (39.28) 0.00

Net Profit/(Loss) after tax 461.06 207.50

Earning per share

Basic 2.30 1.03

Diluted 2.30 1.03

Dividend Rate --- ---



Review of Financial Operations

During the year under review, the turnover was Rs. 2604.69 Lacs as compared to Rs. 3101.02 Lacs of last year showing a decline by 16.01% over last year. The net proft after tax for the year was Rs. 461.06 Lacs as compared to Rs. 207.50 Lacs of last year showing a growth of 122.20% over last year.

Dividend

The Directors are of the view that resources of the Company needs to be conserved for its future growth plans and hence do not recommend any dividend for the year under review.

Business Performance

During the year under review your Company continues to be the most preferred television content producer on leading Hindi satellite channels.

Three major serials were on air during the year under review-

1. Rishton Ke Bhawar Main Ulji…Niyati on Sahara One Channel

2. Tujh Sang Preet Lagayi Sajna on Sahara One Channel

3. Safar Filmy Comedy Ka on SAB TV Channel

It is pleasure to inform that during the year under review your Company had entered into a non-fction genre and had produced a non fction Serial ''Safar Filmy Comedy Ka'' for SAB TV channel.

"Rishton Ke Bhawar Main Ulji…Niyati" a long running serial on Sahara One channel, had completed more than 550 episodes and still doing well in terms of performance.

"Tujh Sang Preet Lagayi Sajna" had also completed more than 275 episodes on Sahara One channel and maintaining good position on the channel.

However "Sawaare Sabke Sapne…...Preeto", which was maintaining top position in fction genre on Imagine Channel, discontinued in the month of April 2012 due to the closure of operations by Imagine Channel.

It is further pleasure to inform that every year your Company is making its brand stronger by exploiting the IPR of its mega mythological serials "Om Namah Shivay" and "Shree Ganesh" in various languages on various channel across India.

Fund Utilization

Up to the fnancial year ending 31st March, 2013, the Company has utilized Rs. 1383.60 Lacs from the funds received from the Initial Public Issue. The balance unutilized funds which have been invested in fxed deposits, will be utilized in the near future.

Company''s Programmes

During the year under consideration, the major programs run by the Company were:-

No. Name of the Serials/Programs Name of the Channel

1. Rishton Ke Bhawar Main Ulji…Niyati Sahara One

2. Tujh Sang Preet Lagayi Sajna Sahara One

3. Sawaare Sabke Sapne…...Preeto Imagine

4. Safar Filmy Comedy Ka SAB

5. Om Namah Shivay (Re-run) - Hindi Dangal

6. Om Namah Shivay (Re-run) - Bhojpuri Anjan

7. Om Namah Shivay (Re-run) - Bangla Ruposhi

8. Shree Ganesh (Re-run) - Hindi DD - Lucknow

9. Shree Ganesh (Re-run) - Marathi Saam



Future Plans / Outlooks

The future market of Media and Entertainment is very challengeable and promising due to the huge core competition at present. The lack of consistency and sustainability in this business is a biggest concern for all the producers and these are forcing them to look for other steady business opportunities, considering all risk factors, so that they could scale up the business operations.

Your Company too fghts against all these odds. However with vast experience and good credential in the market, would help your Company to cope up with all these market odds. The Company is focusing on other avenues for the diversifcation.

The Company is developing lots of new ideas in mythological, historical and social genre which have been pitched to several channels and quite hopeful and optimistic to get through soon.

The Company is widening the scope in non-fction genre too and moving forward in right direction to get success shortly.

The Company may see the exposure in production/Co-production of flms and JV for the studio business, by leasing out the studio for shooting purpose, subject to the reconciliation of risk involved and business viability. Being a conservative policy of your Company, the success and failure criteria will be evaluated before entering into any new venture to safeguard the interest of all stakeholders.

The Management of the Company is constantly looking for widening the prospects of the Company through an increased presence on various channels, the plugging of vacant slots, the creation of unique content for new up coming channels and strategic diversifcation. In view of this, the Management is confdent that the Company will continue to deliver the excellent value to the stakeholders as it has done in the past.

Glimpse of Awards

Some of the "Prominent Awards" received by your Company''s CMD during the year under review are as follows:

1. Golden Achiever Award held on 12th April, 2012 for great work in flms, serials and social felds

2. Newsmakers Achiever''s Award 2012 held on 1st May, 2012 in "Artistry Sector"

3. The 19th Sur Aradhana Award held on 20th December, 2012 for outstanding contribution to Indian Cinema.

Public Deposit

The Company has not accepted any public deposit during the year under review.

Directors

The individual details of Directors seeking re-appointment at the ensuing Annual General Meeting of the Company are annexed to the notice of Annual General Meeting.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors hereby confrm that:

a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed;

b) the accounting policies have been consistently applied and reasonable and prudent judgment and estimates have been made so as to give a true and fair view of the proft of the Company for the year ended 31st March, 2013 and the state of affairs of the Company as at 31st March, 2013 as disclosed in the enclosed accounts;

c) proper and suffcient care has been taken for 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; and

d) The annual accounts have been prepared on a ''going concern'' basis.

Auditors

M/s. Uttam Abuwala & Co., Chartered Accountants, Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a letter from M/s. Uttam Abuwala & Co. to the effect that their reappointment as Auditors, if made, would be within the limits under Section 224(1-B) of the Companies Act, 1956.

Conservation of energy, technology absorption and Foreign Exchange Earnings & outgo

Considering the nature of business of the company, the particulars required to be furnished pursuant to Section 217 (1) (e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the company. There were no foreign exchange earnings and outgo during the current period.

There were no employees, covered under the purview of Section 217 (2A) of the Companies Act, 1956 and the rules framed there under.

Corporate Governance

Pursuant to Clause 49 of the Listing agreement with the Stock exchanges, a separate section titled Corporate Governance has been included in this report. The auditors'' certificate on compliance of the requirement of Corporate Governance in terms of Clause 49 of the listing Agreement by the Company is annexed to this report.

Acknowledgement

Your Directors express their appreciation for the contribution made by the employees to the improvement in the operations of the Company. Your Directors also thank all the Government Agencies and Regulatory Bodies, Bankers, Financial Institutions, Stakeholders, Customers, Vendors and other business associates, who through their continuous support and co-operation have helped in your Company''s progress.



For and on behalf of the Board of Directors Creative Eye Limited

Sd/-

Mumbai Dheeraj Kumar

28th May, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the 26th Annual Report together with the audited statement of accounts of the Company for the year ended March 31, 2012.

Highlights of Financial Performance

(Rs. In lacs)

31.03.2012 31.03.2011

Sales 3101.02 1285.45

Less: Cost of Software 2579.98 1236.75

Gross Profit 521.04 48.70

Other Income 144.91 151.10

Total 665.95 199.80

Less: Other Expenses before interest and Depreciation 328.35 253.74

Operating Profit/(Loss) 337.60 (53.94)

Less: Interest 75.12 77.99

Less: Depreciation 54.98 191.21

Net Profit/(Loss) before Tax 207.50 (323.14)

Less: Provision for deferred Tax 0.00 0.00

Profit/(Loss) after tax 207.50 (323.14)

Earning per share

Basic 1.03 (1.61)

Diluted 1.03 (1.61)

Dividend Rate - -

Review of Financial Operations

During the year under review, the Company attained the turnover from operations amounting to Rs. 3101.02 Lacs as compared to Rs. 1285.45 Lacs of the previous year with an increase of 141.24% over the last year. For the current year ended on 31st March, 2012, the Company earned Gross Profit and Net Profit of Rs. 521.04 Lacs and Rs. 207.50 Lacs respectively in comparison to the Gross Profit and Net Loss of Rs. 48.70 Lacs and Rs. 323.14 Lacs respectively for the previous year.

Dividend

The Directors are of the view that resources of the Company need to be conserved for its future growth plans and hence do not recommend any dividend for the year under review.

Business Performance

During the year under review your Company continues to be the most preferred television content producer on leading Hindi channels on prime time slot. Your Company had launched three major serials on different channels apart from on going serial "Rishton Ke Bhawar Main Ulji...Niyati" on Sahara One Channel.

1. Sawaare Sabke Sapne......Preeto launched on Imagine Channel in the month of July 2011.

2. Neem Neem Shehed Shehed (Tujh Sang Preet lagayi Sajna) on Sahara One Channel in the month of August 2011.

3. Babosa Mere Bhagwan on Sony Channel in the month of July 2011.

"Rishton Ke Bhawar Main Ulji.Niyati" and "Tujh Sang Preet Lagayi Sajna " on Sahara One channel are doing well in terms of performance and are maintaining good position. However, "Sawaare Sabke Sapne......Preeto" discontinued due to the closure of operations by Imagine Channel. It was maintaining No. 1 position in fiction genre across all programs run on Imagine Channel. "Babosa Mere Bhagwan" on Sony Channel went off the air due to the completion of the agreement.

Your Company had produced one comedy Tele-film titled "Bhola Bhagat" which aired successfully on SAB Channel.

Further your Company had shot a pilot titled "Pyaar Nibhayenge Hum" for Star Plus Channel.

Your Company also re-runs its mega mythological serials "Om Namah Shivay" in Hindi, Telugu and Oriya language and "Shree Ganesh" in Hindi and Marathi Languages and had made its brand stronger by exploiting these prominent mythological serials.

Fund Utilization

Up to the financial year ending 31st March, 2012, the Company has utilized Rs. 1408.70 Lacs from the funds received from the Initial Public Issue. The balance unutilized funds which have been invested in fixed deposits, will be utilized in the near future.

Company's Programmes

During the year under consideration, the major programs run by the Company were:-

No. Name of the Serials/Programs Name of the Channel

1. Rishton Ke Bhawar Main Ulji.Niyati Sahara One

2. Sawaare Sabke Sapne......Preeto Imagine

3. Babosa Mere Bhagwan Sony

4. Neem Neem Shehed Shehed (Tujh Sang Preet Lagayi Sajna) Sahara One

5. Bhola Bhagat (Telefilm) SAB

6. Om Namah Shivay (Re-run) - Hindi DD - Lucknow

7. Om Namah Shivay (Re-run) - Oriya Lakshya

8. Om Namah Shivay (Re-run) - Telugu Rachana

9. Shree Ganesh (Re-run) - Hindi DD - Lucknow

10. Shree Ganesh (Re-run) - Marathi Saam

Future Plans

The outlook for the year 2012-2013 looks promising and challenging. The management of the Company is optimistic about the sustainable business opportunities in the future. The need of unusual and unique content/ story is increasing day by day amongst the broadcasters and viewers which is creating healthy competition in the market. The Company's focus on its core competence namely television content production will be further reinforced with consistency on quality programming targeting of higher TRPs for longer life of the programs and derisking through a wider channel presence.

Besides consolidating its position in Hindi language as the quality television content producer, your Company has aggressively commenced showcasing its programs on leading satellite television networks in other languages.

Your Company is widening its prospects. The Company's various projects are under consideration with various satellite channels and shall be launched shortly.

Another area of revenue acceleration for the year will be the production/co-production of Hindi feature films and events after due diligence and careful assessment of risks involved.

Achievement

Your Company's CMD has been honored by PTC Network by giving the "Life Time Achievement Award". The award represents and will strengthen Creative Eye to expand its horizon in Punjab Television Industry.

Public Deposit

Your Company has not invited / accepted any deposits from public within the meaning of Section 58A & 58AA of the Companies Act, 1956.

Directors

The individual details of Directors seeking re-appointment at the ensuing Annual General Meeting of the Company are annexed to the notice of Annual General Meeting.

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors hereby confirm that:

a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed;

b) the accounting policies have been consistently applied and reasonable and prudent judgment and estimates have been made so as to give a true and fair view of the profit of the Company for the year ended 31st March, 2012 and the state of affairs of the Company as at 31st March, 2012 as disclosed in the enclosed accounts;

c) proper and sufficient care has been taken for 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; and

d) The annual accounts have been prepared on a 'going concern' basis.

Auditors

The Company's Auditors M/s. Uttam Abuwala & Co., Chartered Accountants, retires at the conclusion of the ensuing Annual General Meeting, and is eligible for re-appointment. The Company has received a letter to this effect from the Auditors. Your Directors recommend their re-appointment.

Conservation of energy, technology absorption and Foreign Exchange Earnings & outgo

Considering the nature of business of the Company, the particulars required to be furnished pursuant to Section 217 (1) (e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable to the Company.

There were no foreign exchange earnings and outgo during the current period.

Personnel

The provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is not required to be given as none of the employee draws remuneration exceeding the ceiling prescribed therein.

Corporate Governance

Pursuant to clause 49 of the Listing agreement with the Stock exchanges, the following have been made part of the Annual Report.

- Management discussion and analysis

- Corporate Governance Report

- Certificate from the Auditors regarding compliance of conditions of Corporate Governance.

- Declaration on compliance with Code of Conduct

Acknowledgement

Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution made by employees of the Company at all levels, that has contributed to your Company's success. Your Directors thank and express their gratitude for the support and co-operation received from the Governments / regulatory authorities, SEBI, Stock Exchanges, Depositories and other stakeholders including viewers, Bankers and vendors.

On behalf of the Board of Directors of

Creative Eye Limited

Sd/-

Mumbai Dheeraj Kumar

30th May, 2012 Chairman & Managing Director


Mar 31, 2010

The Directors take pleasure in presenting before the members the Twenty-Fourth Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31 st March 2010.

Financial Highlights

(Rs. In lacs)

Year ended Year ended

31st March 2010 31st March 2009

Sales 3136.95 5273.03

Less: Cost of Software 2999.45 5192.43

Gross Profit 137.50 80.60

Other Income 155.13 153.42

Total 292.63 234.02

Less: Other Expenses before interest and Depreciation 331.95 336.00

Operating ProfitV(Loss) (39.32) (101.98)

Less: Interest 119.50 120.79

Less: Depreciation 191.52 199.47

Net Profit/(Loss) before Tax (350.34) (422.24)

Less: Provision for deferred Tax 0.00 (43.24)

Less: Provision for Fringe Benefit Tax 0.00 3.78

Profit/(Loss) after Tax (350.34) (382.78)

Earning per share

Basic (1.75) (1.91)

Diluted (1.75) (1.91)

Dividend Rate - -

Business Overview - the year in retrospect

The Indian Media and Entertainment industry stood at Rs. 58,700 crore in 2009, a growth of 1.4% over 2008. (Source: FICCI and KPMG report released at Frames 2010).

Rising income levels and consumerism bred from the countrys strong economic growth are creating a growing demand for entertainment. This coupled with technological advancements, policy initiatives taken by the Indian Government that are encouraging the inflow of investment and initiative by private media companies will prove to be the key drivers for the entertainment and media industry. The industry has been forecast to outperform the economic growth in each year, till 2011.

During the year under review your Company has launched two new Hindi programmes, called "Ganesh Leela" on Sahara One TV and "Yeh Pyaar Na Hoga Kam" on Colors TV. "Ganesh Leela" went on air on 17th August, 2009 while "Yen Pyaar Na Hoga Kam" went on air on 28th December, 2009.

Financial

During the year under review, the turnover was Rs. 3136.95 lacs as compared to Rs. 5273.03 lacs last year showing a substantial decrease by 40.50% over last year. Your Company has generated gross profit of Rs. 137.50 lacs as against Rs. 80.60 lacs last year. The Net Loss after Tax was Rs. 350.34 lacs as against Rs. 382.78 lacs last year.

Dividend

In view of the loss suffered by the Company, the board is unable to recommend any dividend for the year under review.

Fund Utilization

For the financial year ended 31st March, 2010, the Company has spent the fund received from the Initial Public Issue for the following purpose.

(Rs. In Lacs)

Opening balance as on 01/04/2009 1404.81

Addition for Expansion of Post Production Studio 368

Closing balance as on 31/03/2010 1408.49

Companys programmes during 2009-10

During the year under consideration, the main programmes run by the Company are:-

Sr. No. Name of the Serial Name of the Channel

1 Yeh PyaarNa Hoga Kam Colors TV

2 Ganesh Leela Sahara One TV

3 Gharki Laxmi Betiyann Zee TV

4 Maayka Saath Zindagi BharKa Zee TV

5 Om Namah Shivay (Re-run) -Hindi DD-Lucknow

6 Om Namah Shivay (Re-run)-Hindi Star Utsav

7 Om Namah Shivay (Re-run)-Telugu MAA TV

8 Om Namah Shivay (Re-run)-Tamil Zee Tamil

9 Shree Ganesh (Re-run)-Hindi Pragya TV

10 Shree Ganesh (Re-run)-Oriya OTV

11 ShreeGanesh (Re-run)-Telugu Gemini TV

Your Company has launched a new social family drama "Yeh Pyaar Na Hoga Kam" on Colors TV. Considering the Companys history of producing devotional and mythological serials, it has launched mythological seriai "Ganesh Leela" on Sahara One TV and has re-launched "Om Namah Shivay" in Telugu Version on MAA TV in Tamil Version on Zee Tamil and in Hindi Version on Star Utsav and Doordarshan Lucknow. Your Company has also re-launched "Shree Ganesh" in Hindi Version on Pragya TV. in Telugu Version on Gemini TV and in Oriya Version on OTV.

However, during the current financial year certain trademark and long running serials such as, "Ghar ki Laxmi Betiyann", and "Maayka Saath Zindagi Bhar Ka" telecasted on Zee TV went off the air.

This year two new shows were launched by your Company. Content is king for any channel and your Company believes in providing clean entertaining content for its viewers. Some of the new shows which were launched and had successful journey are given below:

Ganesh Leela on Sahara One is a mythological series of story which is related to the Lord Ganesha. Ganesh Leela series introduces the whole story about lord Ganesha. Synopsis of Ganesh Leela serial is very good which introduces different characters of the Lord Ganesha. Overall, Ganesh Leela serial has introduced whole character of the Lord Ganesha on Sahara One very effectively. Ganesh Leela is aired on Sahara One from 17th August, 2009 every Monday to Friday at 8:30 PM in India.

Yeh Pyaar Na Hoga Kam on "Colors" TV

Yen Pyaar Na Hoga Kam is an incredible love story set against the background of caste politics and class differences. The show tells the oft heard though never-seen-before love story of people from different castes battling their own families and the society in order to unite. Yeh Pyaar Na Hoga Kam is a TV serial on Colors which has been launched on 28th December, 2009 every Monday to Friday at 9.00 PM in India.

Future Outlook

The Indian Media and Entertainment industry continues to outshine the Indian economy and the trend is expected to continue for the next few years. Entertainment is amongst the fastest growing segments of the television industry in India, Your Company, by virtue of its established presence across these growing segments is ready to play a leading role in the revolutionary phase that the industry is going through. Economic growth and prosperity is throwing up huge opportunities for strong players in the media and entertainment industry.

The need of unique and unusual content is growing amongst the various broadcasters and viewers which had created huge competition in the market. The life of the program entirely depends on the performance in terms of delivery of ratings.

Your Company is committed to continue creating entertainment content through enhanced scale and efficiency. Over the years, it created blockbuster programmes that captivated Indian imagination: Om Namah Shivay, Ghar ki Laxmi Betiyann and Maayka Saath Zindagi Bhar Ka. Your Company is in the advance stages of finalizing projects with the known names in the Industry. The management of the company is constantly looking for widening the prospects of the company. Your Company expects to emerge as a stronger organisation with a wider exposure across genres. Your Company doesnt just expect this wider spread to de-risk the business but we also expect the programmes to generate an attractive topline as well as bottomline, enabling the Company to enhance value for the shareholders in the years to come.

Public Deposit

Your Company has not accepted any deposits within the meaning of section 58A of the Companies Act, 1956 and Rules made there under from the public or its employees during the year under review.

Directors

During the year, Mr. Devendra Dass Kochar, Director of your Company, has resigned on 30th September, 2009 due to personal reasons. The Board has placed on record its deep appreciation of the valuable contribution made by Mr. Devendra Dass Kochar during his tenure as Director of the Company.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. M. R. Sivaramanand Mr. T. K. Choudhary, Directors of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment

Brief resume of the directors to be re-appointed is given in the annexure to the notice convening the 24th Annual General Meeting of the Company.

Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, your Directors hereby confirm that:

(i) in the preparation of the annual accounts for the financial year ended 31st March 2010, the applicable Accounting Standards had been followed along with proper explanations relating to material departures; (ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates 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 or loss of the company for that period;

(iii) 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 irregul -arities;

(iv) the directors had prepared the accounts for the financial year ended 31 st March 2010 on a going concern basis.

Auditors

M/s. Uttam Abuwala & Co., Chartered Accountants, Auditors of the company retires at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The company has received a letter from M/s. Uttam Abuwala & Co. to the effect that their reappointment as Auditors, if made, would be within the limits under Section 224(1 -B) of the Companies Act, 1956.

Conservation of energy, technology absorption and Foreign Exchange Earnings & outgo

In view of the nature of activities which are being carried on by the Company, Rules 2Aand 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption respectively, are not applicable to the Company. But adequate steps are being taken to conserve energy at studios, shooting sets, post production facilities, etc.

There were no foreign exchange earnings and outgo during the current period.

Personnel

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the name and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However as per the provisions of Section 219(1 )(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Members who are interested in obtaining such particulars may write to the Company at its Registered Office.

Corporate Governance

Your Company is committed to global best practices. A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms a part of the Annual Report.

A certificate from the auditors of the Company regarding compliance with corporate governance norms stipulated in Clause 49 of the Listing Agreement is annexed to the Report on corporate governance.

The Company has in place a Code of Conduct for its board members and senior management team, who have affirmed compliance thereto. The said code of conduct has been posted on the Companys website.

Acknowledgement

Your Directors take this opportunity to thank all the Government Agencies, members, investors, customers, vendors, viewers, bankers, Financial Institutions, who through their co-operation and continuous support have helped in your Companys progress. Your Directors would like to express their sincere thanks to the Film Producers Council, Distributors Associations and various other agencies associated with this Industry and place on record the support extended by them.

Your Directors also place on record their appreciation to all the employees for their commendable contribution at various levels.

On behalf of the Board of Directors of Creative Eye Limited

Mumbai Dheeraj Kumar

24th May 2010 Chairman & Managing Director

 
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