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Directors Report of Iris Mediaworks Ltd.

Mar 31, 2014

Dear members,

We are delighted to present the Annual Report on our business and operations together with the Audited Annual Accounts for the financial year ended 31st March, 2014. A gist of the financial performance of the Company for the financial year 2013-14 is provided as under:

FINANCIAL PERFORMANCE AND OPERATIONAL REVIEW:

The financial performance of the Company, for the year ended 31st March, 2014 and corresponding previous year is summarized below:

Particulars For the Financial For the Financial Year ended Year ended 31st March, 2014. 31st March, 2013.

Income From Operations & Other Income 898,820,877 999,743,455

Less: Expenses 901,256,242 999,454,846

Profit/ (Loss) before Tax (2,435,365) 288,609

Less: Provision for Taxation (142,098) (188,580)

Profit/ (Loss) after Tax (2,293,267) 477,189

During the year under review, your Company has attained an operational and other income of Rs. 898,820,877 as compared to Rs. 999,743,455 from the previous year. The Company has posted a net loss of Rs. 2,293,267 during the year as compared to a net profit of Rs. 477,189 earned in the previous year.

The reduction in revenue is on account of the reduced export of TV programmes due to dominance from large market players and ever increasing competition in the industry.

DIVIDEND:

Considering the year''s financial performance, the Board decided not to recommend any dividend.

DIRECTORS:

Mr. Rakesh Naik, Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. Your Board recommends his re-appointment as an Executive Director on the Board of the Company.

As per Companies Act, 2013, an independent director shall hold office for a term up to five consecutive years on the Board of a company and shall be eligible for reappointment for another term of upto five consecutive years.

A person who has already served as an independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of his present term, for one more term of up to five years only.

Mr. Kunal Ranjan and Mr. Bimal Kamdar, have served as Independent Directors of the Company under the old Companies Act, 1956. Thus, considering their experience and professional expertise, the Board proposes their re- appointment as Independent Directors under the provisions of Companies Act, 2013 for a period of five years w.e.f 30th September, 2014.

Further, the Company has received a notice proposing the candidature of Mr. Sandesh Sawant and Mr. Allan Rebello, on the Board of the Company. Thus, in accordance with the provision of Section 160 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, and considering that their association with the Company would be of immense benefit to the Company, the Board recommends appointment of Mr. Sandesh Sawant as an Executive Director and Mr. Allan Rebello as a Non-executive Independent Director on the Board of the Company.

Mr. Rajendra Karnik has served as a Managing Director of your Company since 2008. He took the Company to the height of excellence and transformed it into an entertainment hub.

However, on expiry of his term as a Managing Director of your Company, the Board proposes his re-appointment for a further period of five years, w.e.f 1st October, 2014, in accordance to the applicable provisions of the Companies Act, 2013.

Resolution to that effect for all the aforementioned appointments/ re-appointme9nts has been put up in the Notice convening the Annual General meeting.

FIXED DEPOSITS:

The Company has not invited any Fixed Deposits during the year. There were no outstanding fixed deposit any the end of the previous year.

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section and forming part of the Annual Report. Your Company''s Statutory Auditors'' Certificate confirming compliance with Clause 49 of the Listing Agreement is annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956.

A. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of The Companies (Disclosure of Particulars in the Report of Board of Director) Rules, 1988, concerning conservation of energy and technology absorption respectively, are not applicable to the Company.

B. PARTICULARS OF EMPLOYEES

No employees come under the category of being reported under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended therein by Ministry of Corporate Affairs notification dated March 31, 2011.

C. DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) In the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Revised Schedule VI of the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) The Directors have 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 as at March 31, 2014 and of the profit of the Company for the year ended on that date;

(iii) The Directors have 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; and

(iv) The Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

AUDITOR AND THE AUDITORS'' REPORT:

M/s D. P. Agarwal & Co, Chartered Accountants, Statutory Auditors of your Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

A consent proposing their re-appointment as Statutory Auditors of your Company has been received and they confirm that they are not disqualified for such an appointment. Thus, the Board proposes their appointment for a continuous period of three years in accordance with the applicable provisions of Companies Act, 2013.

There are no qualifications or adverse remarks in the Auditor''s Report which required any clarification or explanation.

HUMAN RESOURCE MANAGEMENT:

Your Company believes that the employees are one of the most valuable assets of the Company. During the year under review, the Company organized various training programs at all level to enhance skill of the employees. We strive to foster an environment based on respect for individuals, recognizing that such an atmosphere contributes to overall co-operation and teamwork.

LISTING:

Your Company''s Equity Share are Listed on the BSE Limited (formerly Bombay Stock Exchange Limited). The listing fees have been paid to stock exchange for the year 2014-2015.

ACKNOWLEDGEMENT:

Yours Directors take this opportunity to express their sincere appreciation for the excellent support and co- operation extended by the shareholders, bankers and other business associates. Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State governments and all Regulatory Authorities. Your Directors also place on record their deep sense of appreciation to all employees for their dedicated services rendered at various levels.

For and on behalf of the Board of Directors Sd/- Sd/- Rajendra Sharad Karnik Bimal Kamdar Place: Mumbai Chairman and Director Director Date : September 4, 2014. DIN:02220343 DIN:02828913


Mar 31, 2011

The Directors present the 19th Annual Report of the Channel Guide India Limited (CGIL) ("the Company") and the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS :

The financial results of the Company for the year ended 31st March, 2011 are highlighted as under:

(Amount in Rs.)

Financial Year Ended Financial Year Ended 31.03.2011 (9 months) 30.06.2010 (12 months)

Income From Operations & Other Income 69,88,26,675 21,24,36,247

Less: Expenses 69,69,29,941 20,05,95,115

Profit before prior period adjustments and 18,96,734 1,18,41,132 Depreciation

Less: Depreciation 55,90,091 110,63,908

Profit before taxation (36,93,357) 7,77,224

Provision for taxation - -

Add:- Deferred tax charges 1091771 -

Profit After Tax (47,85,128) 7,77,224

PERFORMANCE :

During the year under review, the turnover from services rendered by the Company was Rs. 69,88,26,675 as compared to Rs. 21,24,36,247 showing a substantial rise of 69.60% from the previous year. The Company's income in the current year through other activities was due to the interest received and the profit made by the Company on the sale of shares/ optimum investments made by the Company.

The growth in the revenue have been largely a function of the sustained advertising growth and subscription revenue contributed through a well diversified mix of clients (national, regional and local) across multiple product categories.

The Company incurred a loss of Rs. 47,85,128 after tax. Nevertheless, the Company having a diversified portfolio has managed to maintain its income during the year.

Your Directors' endeavour is to enhance the Revenue and Profit to higher levels and for this purpose, efforts have been initiated by value addition to products, customers and markets. Vigorous marketing efforts and ceaseless cost reduction activities continue with more thrust and vigour to accomplish these goals.

CHANGE IN FINANCIAL YEAR :

Pursuant to the Resolution passed by the Board of Directors at their meeting held on 31st March, 2011 current financial year of the Company has been changed from year ending 30th June, 2011 to 31st March, 2011, a period of nine months (hereinafter referred to as the "said financial period"). Accordingly the accounts of the Company has been prepared and audited for the said financial period ended 31st March, 2011.

Further it was resolved that the forthcoming Financial year of the Company will be for a period of twelve months beginning from 1st April, 2011 to 31sl March, 2012.

DIVIDEND :

In order to conserve the resources of the company, your Directors express their inability to recommend a dividend for the current financial period / year ended 31st March, 2011.

DIRECTORS :

Mr. Ajay Pawar was appointed as an Additional Director of the Company on the 6th day of October, 2010 and further in the Annual General Meeting of the Company held on 16th November, 2010 for the financial year 2009-2010 was unanimously appointed as a Executive Director liable to retire by rotation.

In accordance with the provisions of the Articles of Association of the Company, Mr. Ajay Chandrakant Pawar, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment and your Board recommends for his re-appointment.

Mr. Bimal Kamdar and Mr. Vinod Shinde were appointed as Additional Directors of the Company on 1st day of September, 2011 and would hold office up to the date of the ensuing Annual General Meeting. It is proposed by the Board of Directors to appoint Mr. Bimal Kamdar and Mr. Vinod Shinde as Directors of the Company based on their expertise.

CHANGES IN CAPITAL STRUCTURE:

CGIL had in its Extra Ordinary General Meeting held on 16!h March, 2009 passed a resolution for allotment of 60,00,000 Convertible Equity Warrants to the Allottees as mentioned in the notice to the meeting.

On receipt of 25% upfront money, the Company allotted 59,50,000 Convertible Equity Warrants to various allottees in the Board Meeting held on 8th June, 2009.

The allotment of shares on conversion of the aforesaid warrants took place in three tranches on receipt of the balance consideration from the various allottees.

- 30,93,666 Convertible Equity Warrants were converted into Equity Shares of the Company in the Board Meeting held on 25th March, 2010.

- 10,92,001 Convertible Equity Warrants were converted into Equity Shares of the Company in the Board Meeting held on 10th July, 2010. and,

- 10,91,443 Convertible Equity Warrants were converted into Equity Shares of the Company in the Board Meeting held on 6th December, 2010.

As the tenure for exercising the Convertible Equity warrants stood elapsed on the 7th day of December, 2010, the balance warrants aggregating to 6,72,890 left to be converted were cancelled on the said date.

Consequent to the alore-said issue of shares, the paid- up share capital of the Company stood at Rs. 5,63,85,550 divided into 1,12,77,110 Equity Shares of Rs. 5/- each

Further, in the Annual General Meeting of the Company held on 16th November, 2010 the members passed a resolution for issue of 12,00,00,000 crores convertible Equity Warrants on Preferential basis to the allottees whose names reflected in the notice of the said meeting.

On the 23rd Day of December, 2010 on receipt of the application money from certain allottees the Board of Directors allotted 9,04,25,000 Convertible Equity Warrants to the applicants.

At the end of the said financial year, the said warrants still stand to be converted into Equity Shares.

Consequent to the full conversion of the aforesaid warrants into Equity Shares, the paid- up share capital of the Company would stand at Rs. 50,85,10,550 divided into 10,17,02,110 Equity Shares of Rs. 5/- each.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the companies Act, 1956, your Directors, based on the representations received from operating management and after due inquiry, confirm that:

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

(ii) They have in the selection of the accounting policies consulted the statutory auditors and those have been applied consistendy, reasonable and prudent judgments and estimates have been made as to give a true and fair view of the state of affairs of the company as at 31st March, 2011 and of the profit or loss of the company for the year ended on that date.

(iii) Proper and sufficient care has been taken 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 the other irregularities; and

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

AUDITORS:

M/s. Navin Nishar & Associates., the Company's Auditors will retire at the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re- appointment. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 224(1 B) of the Companies Act, 1956. The directors recommend the re-appointment of M/s. Navin Nishar & Associates, and to fix their remuneration.

Comments of the Auditors in their report and the notes forming part of the Accounts, are self explanatory and need no comments.

AUDIT COMMITTEE:

An audit Committee with an optimum combination of Directors have been formed in order to comply with the various requirements under the Companies Act, 1956 and Clause 49 of the listing Agreement.

The Board of Directors have been reviewing the working of the committee from time to time to bring about greater effectiveness in its working structure.

Adequate disclosures in respect of the composition of the Audit Committee and the Chairmanship have been made in the Corporate Governance Report which forms an essential part of this report.

CORPORATE SOCIAL RESPONSIBILITY

Channel Guide India Limited embraces responsibility for impact of its operations and actions on all stakeholders including society and community at large. Management's commitment, work ethics and business processes at Channel Guide India Limited encourages all its employees and other participants to ensure a positive impact and its commitment towards Corporate Social Responsibility.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from public in accordance with Section 58A of the Companies Act, 1956.

SUBSIDIARY COMPANIES:

In February 2009, the Company incorporated a Company in the United Kingdom in the name of Channel Guide (UK) Limited as a Wholly-owned subsidiary of CGIL.

Since there were no transactions made by Channel Guide (UK) Limited upto the date for which the financial statements were prepared by the parent Company, the books of accounts of the subsidiary were not made and financial statements were not prepared and audited.

CONSOLIDATED FINANCIAL STATEMENTS:

The financial statements of the subsidiary Company were not consolidated with the parent Company as required by AS 21 which deals with the consolidated financial statements due to the absence of audited financial statements of the subsidiary. Further no shares have been issued by the parent company to the subsidiary or vice-versa pursuant to the nature of control of management.

CORPORATE GOVERNANCE:

Your Company has been fully compliant with the SEBI Guidelines on Corporate Governance, which have been incorporated in Clause 49 of the Listing Agreement with the Stock Exchanges. A detailed report on the subject forms part of this report.

The statutory Auditors of the company have examined the Company's compliance, and have certified the same as required under SEBI Guidelines and annexed herewith it forms part of the Annual Report.

INTERNAL CONTROL :

The Company has in place appropriate internal control systems, commensurate with its size and nature of operations.

MANAGEMENT DISCUSSION AND ANALYSIS :

Management Discussion and Analysis Report as required under Clause 49 (IV) (F) of the Listing Agreement is disclosed separately in this Report.

DISCLOSURE OF MATERIAL CHANGES SINCE THE DATE OF BALANCE SHEET :

The Board of Directors have resolved to Change the name of the Company to IRIS MEDIAWORKS LIMITED. They are of the opinion that the present name does not convey the magnitude of operations of the Company and expresses only part of its activities.

Hence, changing the name of the Company to IRIS MEDIAWORKS LIMITED would give a broad base to its Stakeholders in identifying the activities that the Company operates into.

The said resolution for name change is put forth before the members for their approval.

PARTICULARS OF EMPLOYEES :

The Company does not have any employee whose particulars are required to be given in pursuant to the provision of section 217(2A) Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO :

Provisions of section 217 (1) (e) of the Company Act 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors)Rules, 1988 regarding conservation of energy, and technology absorption are not applicable to the company as company is not in to manufacturing activity.

ACKNOWLEDGEMENTS & APPRECIATION :

Your Directors are thankful and are obliged by the continuous faith and support it has received over such long period of time from various authorities including Banks and Government authorities and also from Shareholders including all categories of persons associated with the company.

Your Directors are delighted to express their gratitude towards the long lasting support the employee have given and are extremely thankful for the same.

By Order of the Board

Place: Mumbai Sd/-

Date: 1st September, 2011 (Chairman)

 
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