Enter the first few characters of Company and click 'Go'

Directors Report of WinPro Industries Ltd.

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the 25^th Annual Report on the business, operation and financial performance of the Company for the year ended March 31, 2018.

1. Financial Information.

The highlights of the financial performance for the year ended March 31, 2018 are as under:

(Amt. in Rs.)

Particular	2017-18	2016-17
Revenue from operation	64,66,33,549	90,87,89,588
Other Income	-	-
Total Revenue	64,66,33,549	90,87,89,588
Less : Expenditure	64,36,46,790	90,75,71,115
Profit before Tax	29,86,759	12,18,473
Prior period Expenses	-	-
Less : Current Income Tax	-	-
Less : Deferred Tax	-	-
Profit / Loss After Tax	29,86,759	12,18,473
Earnings Per Share (Basic)	0.030	0.012
Earnings per Share (Diluted)	0.030	0.012

2. Performance of the Company.

The financial year 2017-18 has indeed been a challenging year for all the industry in the economy. Inspite of unfavorable market conditions, the company and its management has performed quite well. During the financial year 2017-18, the Revenue from operation stood at Rs. 64,66,33,549/- as compared to Rs. 90,87,89,588/- in the previous financial year i.e. 2016-17. The Company has earned a net profit of Rs. 29,86,759/- during the year as compared to a net profit of Rs. 12,18,473/- in the previous year.

3. Dividend.

With a view to strengthen the financial position of the Company, your Directors did not recommend any dividend for the year under review.

4. Transfer to Reserves.

Your Company has not transferred any amount to reserves during the year under the review and proposes to retain the entire amount of Rs. 29,86,759 in its Statement of Profit and Loss.

Your company has not accepted any deposits falling within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review. There are no deposits that remain unclaimed during the year under review.

6. Share Capital. Authorized and Paid-up Share Capital

The Authorized Share Capital of the Company as on March 31, 2018 was Rs. 70,00,00,000 divided into 14,00,00,000 Equity shares of Rs. 5 each and the Paid up capital was Rs. 49,98,10,550 divided in to 9,99,62,110 shares of Rs.5 Each fully paid-up. During the year under review, the Authorized Share Capital of the Company remains unchanged and the Company has not issued any securities.

7. Subsidiaries, Joint Venture & Associates Companies.

As on March 31, 2018 the Company does not have any Subsidiary, Joint Venture or an Associate Company. The provisions of Section 129 (3) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2013 containing a statement of subsidiaries in the form AOC-1 is not applicable to the Company.

8. Statutory Auditor.

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s TejasNadkarni& Associates, Chartered Accountant were appointed as Statutory Auditor of the Company to fill the casual vacancy caused due to resignation of M/s Agarwal Desai and Shah the erstwhile Statutory Auditor of the Company.

M/s TejasNadkarni& Associates, Chartered Accountants, Mumbai (ICAI Registration No. FRN 135197W) were appointed as Statutory Auditors of the Company w.e.f February 13, 2018 by passing the ordinary resolution through Postal Ballot on May 12, 2018.

The Company has received a letter from the Statutory Auditor to the effect that their appointment, if ratified, would be within the prescribed limits under Section 139 of the Companies Act, 2013. The Statutory Auditors are not disqualified to be appointed.

Accordingly, requisite resolution forms part of the notice convening the AGM.

There are no adverse observations of the Auditors on the financial statements of the company. The Auditor''s Report, read with the relevant notes to accounts is self-explanatory and therefore does not require further explanation. The Auditors Report forms part of this Annual Report.

9. Secretarial Auditor.

The company has engaged Mr. VikramAgarwal, Practicing Company Secretary as Secretarial Auditor to conduct Secretarial audit for the year 2017-18. The report on secretarial audit is annexed as Annexure-1 to the Board''s Report.

Secretarial Audit Report

The report does not contain any qualification, reservation or adverse remark.

10. Internal Auditor.

The Board of Directors of the Company had appointed M/s. TejasNadkarni& Associates (Membership No. 122993), Chartered Accountants, to perform the duties of Internal Auditor of the Company for the financial year 2017-18 and the Internal Audit Reports were reviewed by Audit Committee from time- to-time.

In the current financial year, the Company has engaged M/s YogeshTambi& Associates, Chartered Accountants as Internal Auditor to conduct Internal audit for the year 2018-19. The Internal Auditor will report to Board of Directors. The internal audit will help company to review the operational efficiency and assessing the internal controls. It also reviews the safeguarding of assets of the Company. Their appointment is made as per section 138 of the Companies Act, 2013.

11. Certificate by Managing Director and Chief Financial Officer.

A certificate from Managing Director and Chief Financial Officer confirming the correctness of the financial statement, adequacy of the Internal Control measures and reporting of matters to the Auditors and Audit Committee forms as integral part of this Report as Annexure 2.

12. Secretarial Standards.

The Company complies with the applicable Secretarial Standards issued by the Institute of the Companies Secretaries of India.

13. Board of Directors and the Key Managerial Personnel.

IRIS''s Board is a Balance Board, comprising of the optimum combination of Executive and Non-Executive Directors. The Non-Executive Directors include the Chairman and Independent Professionals. At least one- third of the total strength of the Board is required to comprise of Independent Directors.

The present Board Composition of the Company is consonance with the requirement of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which contains one Managing Director, one Chief Financial Officer, one Women director and other Executive and Non-Executive Independent directors.

The Present Board consists of five Directors. The Board is headed by Chairman, Mr. MayankKotadia, who is a non-executive director. For more details related to the Board of Directors of the Company, please refer the "Report on Corporate Governance", which forms part of this Annual Report.

Details of Directors seeking appointment or re-appointment

Directors are appointed or re-appointed with the approval of the shareholders and shall remain in office in accordance with the provisions of the law and terms and conditions of appointment.

Retire by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the rules framed thereunder, Mr. Mitesh Jani, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors of the Company has recommended to the Members, to pass a resolution for re-appointment of Mr. Mitesh Jani, as Director of the Company.

Mr. Mitesh Jani was appointed as an Executive Director on the Board of the Company in the previous Annual General Meeting of the Company held on September 29, 2017. He has been a constant support to the commercial activities of the Company and continuous to share her expertise to the extent best suitable to the Company.

Appointment

Mr. MayankKotadia, on the recommendation of the Nomination & Remuneration Committee, was appointed by the Board as Additional Director on January 11, 2018 and subject to the approval of the Members in the ensuing Annual General Meeting, would continue as a Non-Executive Director of the Company.

Mr. Yogendra Bagree, on recommendation of the Nomination & Remuneration Committee, was appointed by the Board as Additional Executive Director on December 12, 2017 and subject to the approval of the Members in the ensuing Annual General Meeting, would continue as an Executive Director of the Company. He was further appointed as a Managing Director of the Company at the Board Meeting held on January 11, 2018. Shareholders of the Company have approved his appointed through a Postal Ballot on May 12, 2018.

Mr. Omkar Gadre, on recommendation of the Nomination & Remuneration Committee, was appointed by the Board as Chief Financial Officer of the Company with effect from January 11, 2018.

Necessary resolutions relating to Director who are seeking appointment/re-appointment are included in the Notice of Annual General Meeting. The relevant details of the said Directors are given in the Notes/annexure to the Notice of the Annual General Meeting.

Change in designation

During the year under review, designation of Mr. Mitesh Jani changed from Additional Non- Executive Director to Additional Executive Director of the Company in the Board Meeting dated May 03, 2017. His appointment was later regularized in the last Annual General Meeting of the Company held on September 29, 2017.

Cessation:

Mr. Rajendra Karnik, Executive and Managing Director of the Company, resigned from the position of Executive and Managing Director of the Company with effect from close of business hours on December 12, 2017, after 9 (Nine) years of service. Your Directors would like to record their appreciation for the services rendered by Mr. Rajendra Karnik.

Mr. Rakesh Naik, Non-Executive Directors, resigned from the Company with effect from close of business hours on December 12, 2017. Your Directors would like to record their appreciation for the services rendered by Mr. Rakesh Naik.

Key Managerial Personnel

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company:

Mr. Yogendra Bagree, Managing Director*

Mr. Omkar Gadre, Chief Financial Officer#

Mr. Yogendra Bagree, Compliance Officer*

*Mr. Yogendra Bagree was designated as the Compliance Officer of the Company w.e.f December 12, 2017 due to resignation of Mr. Rajendra Karnik, the erstwhile Managing Director and Compliance Officer of the Company. He was appointed as a Managing Director of the Company w.e.f from January 11, 2018.

#Mr. Omkar Gadre was appointed as a Chief Financial Officer of the Company w.e.f January 11, 2018 due to resignation of Mr. Sandesh Sawant, the erstwhile Chief Financial Officer of the Company.

Board Meeting

The Board meets at regular intervals to, inter-alia, discuss about the Company''s policies and strategy. The notice for the Board/Committee meetings is also given in advance to all the Directors. The details about the Board meetings are given at length in Report on Corporate Governance forming part of this Annual Report.

Board Committees

The Board has constituted four committees, viz.,

1. Audit Committee

2. Stakeholder''s Relationship Committee

3. Nomination and Remuneration Committee

4. Risk Management Committee

Details of all the committees along with their composition, terms of reference and meetings held during the year are provided in the "Report on Corporate Governance" which forms part of this Annual Report.

Annual Evaluation of the Board, Committee and Individual Directors

The Board carried out formal annual evaluation of its own performance and that of its Committees viz., the Audit Committee, Stakeholders'' Relationship Committee, Nomination and Remuneration Committee (NRC) and Risk Management Committee. The Board also carried out the performance evaluation of all the individual directors including the Chairman of the Company.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings, like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs, contribution in resolving the matters, etc.

The performance evaluation of the Chairman, Managing Director and the Board as a whole was carried out by the Independent Directors at their separate meeting held on June 16, 2017.

Declaration by Independent Directors

All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also confirmed that they meet the requirements of ''Independent Director'' as mentioned under Regulation 16(1) (b) of the Listing Regulations.

The above confirmations were placed before the Board and duly noted.

14. Familiarization Programme for Independent Directors during the year.

Familiarization Programme for Independent Directors is mentioned at length in Corporate Governance Report attached to this Report and the details of the same have also been disclosed on website of the Companywww.irismediaworks.net

15. Policy on Director''s Appointment and Remuneration.

The Policies of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act, have been uploaded on the website of the Company www.irismediaworks.net

16. Internal control systems and their adequacy.

An internal financial control system of the Company is commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regards to recording and providing reliable financial and operation information, adherence to the company''s policies and procedures, prevention and detections of fraud and errors, complying with applicable accounting standards and relevant statutes safeguards assets from unauthorized use, executing transactions with proper authorization and ensuring the compliance of corporate policies. Internal Auditor verifies and checks internal control and monitors them.

17. Transfer of Unclaimed Dividend to Investor Education and Protection Fund.

During the year under review, the provisions of Section 125(2) of the Companies Act, 2013 does not apply as there was no dividend declared and paid in the last seven years. Also, the Company was not required to transfer any amount to the Investor Education and Protection Fund established by the Central Government pursuant to provision of Section 125 (e) of the Companies Act, 2013.

18. Management Discussion & Analysis Report.

Pursuant to the provisions of Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015, a report on Management Discussion & Analysis for the year under the review forms part of this Annual Report.

19. Director''s Responsibility Statement.

Pursuant to the requirements under Section 134(3) (c) read with the Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relation to material depend there are no material departures from the same;

b) 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 at the end of the financial year and of the profit and loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ''going concern'' basis;

e) the Directors have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

20. Auditors Certificate on Corporate Governance.

In compliance with the provisions of Regulation 34 of the Listing Regulations read with the Schedule V to the said Regulations, the Corporate Governance Report of your company for the financial year ended March 31, 2018 and the certificate from M/s. TejasNadkarni& Associates, Chartered Accountant, the Auditor, on compliance with the provisions of Corporate Governance Requirement as prescribed under the listing Regulation, is annexed and forms part of this Annual Report.

21. Registered Office.

During the year under review, the Board of Director of the Company, for operational convenience had shifted the registered office of the Company from "103, Shivam Chambers, Near Sahara India, S.V. Road, Goregaon (West), Mumbai - 400 061" to "Unit No:- B- 302, Western Edge-II, western Express Highway, Borivali - East, Mumbai-400066 ".

22. Corporate Social Responsibility.

The companies on whom the provisions of the CSR shall be applicable are contained in Sub Section 1 of Section 135 of the Companies Act, 2013. As per the said section, the companies having Net worth of INR 500 Crore or more; or Turnover of INR 1000 Crore or more; or Net Profit of INR 5 Crore or more during any financial year shall be required to constitute a Corporate Social Responsibility Committee of the Board "hereinafter CSR Committee" with effect from April 1, 2014.

The criteria laid down under the section 135(1) of the Companies Act, 2013 are not applicable to our Company; hence no such committee is formed. The company has always tried in its best possible way to involve itself in social development activities.

23. Related Party Transaction.

Pursuant to section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rule, 2014, information pertaining to transactions with related parties is given herein in Form AOC-2, which forms part of this report as Annexure 3.

The Company has framed policy in accordance with the provisions of the Companies Act, 2013 and Listing Obligation for Related Party Transaction, which is hosted on company''s website: www.irismediaworks.net

24. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

There is no significant or material order passed during the year by any regulator, court or tribunal impacting the going concern status of the Company or its future operations.

25. Loan, Guarantee, and Investment under Section 186 of Companies Act, 2013.

The details of loans, investments, guarantee and securities as covered under provisions of Section 186 of the Companies Act, 2013 are disclosed in the Financial Statement forming part of this report

26. Material changes and commitments affecting the financial position of the Company.

There has been no material changes and commitment affecting the financial position of the company which has occurred between the end of the financial year of the Company to which the financial statement relates and till the date of the report.

27. Particulars of Employees.

The information required under Section 197(12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure 4 to the Board''s Report.

The information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report.

28. Extract of Annual Return.

The extract of the Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with the Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form MGT-9 is enclosed herewith as Annexure 5.

29. Policies and Disclosures. Nomination and Remuneration Policy

The Company has in place a Remuneration Policy for the Directors, KMP and other employees pursuant to the provision of the Companies Act, 2013 and Listing Regulations. The policy states criteria for determining qualifications, positive attributes, independence of directors and remuneration relating Directors, KMP, and other employees.

Further, in compliance with section 134(3) (e) of the Companies Act, 2013, the Nomination and Remuneration Policy is also placed on Company''s website at www.irismediaworks.net

Risk Management Policy

Your Company has robust Risk Management Policy. The Risk Management policy of the Company promotes a proactive approach in reporting, evaluating and mitigating risk associated with the business. Mechanisms for identification and prioritization of risks include business risk environment scanning and focused discussions in the Risk Management Committee Meetings.

The company has a Risk Management Committee to monitor and review the Risk Management Plans for the Company. The Policy of Risk Management has been approved by Board of Directors and is placed on Company''s Website at www.irismediaworks.net

The Details of Risk Management Committee, its terms of reference and elements of risk identified by the Company are set out in the Corporate Governance and Management Discussion and Analysis Report, forming the part of this Annual Report.

Sexual Harassment Policy

IRIS provides aplat form where equal opportunity is provided to its all employees and consciously strives to build a work culture that promotes the dignity of all employees. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has zero tolerance for sexual harassment at workplace and had adopted a Policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provision of the Sexual Harassment of

Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and the Rules and the same is hosted on the Company''s Website at www.irismediaworks.net

Vigil Mechanism/Whistleblower Policy

Pursuant to Section 177(9) of Companies Act, 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and as per Listing Obligation Requirement, the Company has adopted the Whistle Blower Mechanism to provide a mechanism for any concerned person of the Company for the purpose of dealing with instance of frauds and mismanagement, if any and also ensure that whistleblowers are protected from retribution, whether within or outside organization. The company has hosted the same on its website www.irismediaworks.net

Code of conduct for prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading, under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code lays down guidelines for procedures to be followed and disclosures to be made by insiders while trading in the securities of the Company. Details of dealing in the Company''s shares by Designated Persons are placed before the Audit Committee on a quarterly basis. The Company has also adopted a Code of Corporate Disclosure Practices, for ensuring timely and adequate disclosure of Unpublished Price Sensitive Information by the Company, to enable the investor community to take informed investment decisions with regard to the Company''s shares The policy is uploaded on the Company''s website and can be viewed at the Company website at www.irismediaworks.net

30. Conservation of energy, technology absorption, foreign exchange earnings and outgo.

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo as required under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are furnished in Annexure 6to this Annual Report.

31. Details of frauds reported by auditors under sub-section (12) of section 143.

Pursuant to section 134 (3) (ca) of the Companies Act, 2013, there were no frauds reported by the Statutory Auditor of the Company under Section 143 (12) of the Companies Act, 2013.

32. Material Changes and Commitments, if any, affecting the Financial Position of the Company which have occurred between the end of the Financial Year to which the Financial Statements relates and the Date of the Report.

There were no material changes and commitments, affecting the financial position of the Company occurred between the end of the financial Year to which this financial statement relates and up till the date of Report.

33. Change in taxation act and rules.

The Government of India has enacted GST Act 2017 along with IGST Act 2017, SGST Act 2017 and UTGST Act 2017 effective from July 1, 2017. Your company has implemented necessary changes as per new law as amended by time to time. The Financial Statement for the year under review has been prepared complying with GST Laws as amended from time during the year.

34. Human Resource.

Your Company considers people at its most valuable asset. It continues to focus on progressive employee relations policies, creating an inclusive work culture and a strong talent pipeline.

Your Company is focused on building a high-performance culture with a growth mindset where employees are engaged and empowered to be the best they can be.

The Company has well documented and updated policies in place to prevent any kind of discrimination and harassment, including sexual harassment. The Whistle Blower Policy plays an important role as a watchdog.

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report. During the year, there have been no complaints alleging child labour, forced labour, involuntary labour and discriminatory employment.

35. Acknowledgement

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other 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 all executives officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

For Iris Mediaworks Limited

Sd/-

MayankKotadia

Date: September 05, 2018

Chairman

Place: Mumbai DIN: 07484438

Mar 31, 2016

DIRECTORS REPORT

Pursuant to Section 134(3) of the Companies Act, 2013:

TO THE MEMBERS OF THE COMPANY:

The directors have pleasure in presenting the Twenty-Third Annual Report on the business and the operation of the Company with Audited Accounts for the year ended on 31^stMarch 2016.

1. RESULTS OF OUR OPERATIONS:

Particulars	2015-16	2014-15
Net Sales/ Income from Business Operations	1,00,41,48,978	92,01,31,360
Other Income	17,92,733	46,33,900
Total Income	1,00,59,41,711	92,47,65,260
Less: Expenditure	1,00,11,33,340	93,14,91,219
Profit before Tax	48,08,371	(67,25,959)
Prior Period Expenses	-	5,35,723
Less: Current Income Tax	-	-
Less: Deferred Tax	9,57,654	(2,00,860)
Profit/ Loss After Tax	38,50,717	(70,60,823)
Earnings per Share (Basic)	0.039	(0.071)
Earnings per share (Diluted)	0.039	(0.071)

2. BUSINESS REVIEW:

The financial year 2015-16 has indeed been a challenging year for all the industry in the economy, in spite of unfavorable market conditions the company and its management had performed well. During the financial year2015-16, the Net Income from Business operation is Rs. 1,00,59,41,711 as compare to Rs. 92, 01, 31,360 in the year 2014-15. The company has earned the majority of its income from trading of IT products and it also earned marginal Interest Income from Loan and Advances granted by the Company.

Your Company has witnessed a healthy growth in revenue as compared to last year, however, an increase in Total expenditure during the year definitely have impacted the profitability of the company. Profit after tax for the period under review is Rs. 38, 50,717 as against the loss of a previous year of Rs. 70,60,823.

3. DIVIDEND:

Your directors are hopeful that the new initiatives taken by the Company shall benefit the Company, considering that the directors do not propose any dividend for the Financial Year 2015-16.

4. RESERVES:

The Company has not carried forward any amount to General Reserves in the Financial Year 2015-16.

5. DEPOSITS:

The Company has not accepted any deposits from the public/members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the financial year. There are no deposits that remain unclaimed during the year under review.

6. SHARECAPITAL:

Authorized and Paid -Up Share Capital

The Authorized Share Capital of the Company as on 31^stMarch 2016 was Rs. 70,00,00,000 divided into 14,00,00,000 Equity Shares of Rs. 5/- and the paid -up capital was Rs. 49,98,10,550 divided into 9,99,62,110 shares of Rs. 5 each fully paid -up. During the year under review, the Authorized share Capital of the Company remains unchanged and Company has not issued any shares or securities.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Present Board Composition

The present board composition consists of Six Directors, out of which 50% of the directors are executive director and remaining 50% of the director are Non- Executive Independent Director. The present board composition of the Company is in consonance with the requirements of Companies Act, 2013 and SEBI (Listing Obligation and Disclosures Requirements) Regulations 2015, which contains One Managing Director, One Chief Financial Officer, One Women Director and other Executive and Non- Executive Independent Directors. The Board is headed by Chairman Mr. RajendraKarnik. Further, more details related to Board of Directors of the Company is elaborated under âReport on Corporate Governanceâ forming part of the Annual Report.

Details of Directors Seeking Appointment or Re- appointment

Directors are appointed or re-appointed with the approval of the shareholders and shall remain in office in accordance with the provisions of the law and terms and conditions of appointment.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the rules framed there under, Mr. RakeshNaik, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board of Directors of the Company has recommended to the Members, to pass a resolution for reappointment of Mr. RakeshNaik, as Director of the Company.

Further, the Board of Directors has proposed appointment of Mr. MayankKotadia (07484438) as Non Executive Director and Mr. Atul Kumar (07271915) as Independent Director for the approval of Member at ensuing Annual General Meeting.

Committees of the Directors

The Audit Committee comprises three Members out which two are Independent Directors and one is Executive Director. During the year five meetings were held and the Board has accepted all recommendations of Audit Committee.

The details of other committees of Directors constituted under various provisions of Companies Act, 2013 and Rules made there under, their constitution, terms of reference and other details are provided in the Corporate Governance Report.

Compositions of Board of Directors and various Committees of Directors are available on the Company''s website at www.irismediaworks.net.

Declaration of Independency by Independent Directors.

In the terms of Section 149(7) of the Companies Act, 2013, the Company has received disclosures as submitted by entire Independent Directors that they fulfill all the requirement as stipulated under section 149(6) and regulation 16(1)(b) of SEBI (Listing Obligation and Disclosures) Requirements, 2015, so as to qualify themselves to be remain on the board as Independent Director of the Company.

Formal Annual Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, its Committees, and individual Directors pursuant to the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirement) Regulations 2015.

Further, the Independent Directors, at their exclusive meeting held 20^thJanuary 2016 during the year reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Listing Regulations

Code of Conduct for Prevention of Insider Trading

The Securities Exchange Board of India (SEBI) has notified the SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations) on 15^thJanuary 2015 and it has come into force on 15^th May 2015.Further, in compliance with said Regulations the Company has adopted a Code of conduct for Insider Trading and Fair Disclosure of Unpublished Price Sensitive Information for directors, Key Managerial Personnel, Designated Employees.

The code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Code is uploaded on Companyâs Website:www.irismediaworks.net.

8. MEETINGS

Board and Committee Meetings

During the year Eight (8) Board Meetings and five (5) Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Further, more details related to meetings of Board and Committee is elaborated under âReport on Corporate Governanceâ forming the part of Annual Report.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, the Directors make the following statements in terms of Section 134(3) (c) and 134 (5) of the Companies Act, 2013, that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) They 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 and Loss of the Company for that period;

c) They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They had prepared the annual accounts on a going concern basis; and

e) They had laid down Internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. REGISTERED OFFICE

During the year under review, the Board of Director of the Company, for operational convenience has shifted the registered office of the Company from âBungalow no. 47/47, RSC-6, Survey no. 120, S.V.P Nagar, Mhada, Near Versova Telephone Exchange, Four Bungalow, Andheri (W), Mumbai- 400053â to â103, Shivam Chambers, Near Sahara India, S.V.Road, Goregaon (West), Mumbai - 400 061â.

11. STATUTORY AUDITORS AND AUDITOR''S REPORT

Statutory Auditor

The Statutory Auditor of the Company, M/s D.P Agarwal & Co, Chartered Accountant (Firms Registration No: 100068W) has been appointed as statutory auditor of the Company in the Annual General Meeting held on 29^th September, 2014 to hold office until the conclusion of Annual General Meeting of the Company for the Financial Year 2016-17, subject to ratification of their appointment at each AGM.

Your Director recommended the ratification of the appointment of M/s D.P Agarwal& Co, Chartered Accountant as a Statutory Auditor by the member at the ensuing AGM of the Company.

Statutory Auditor''s Report

There had been no qualification, reservation or adverse remark made by the Statutory Auditor of the Company, the Auditorâs Report forming part of this Annual report.

12. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Secretarial Auditor

Pursuant to provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 your Company engaged the services of RichaAgarwal, Practicing Company Secretary, to conduct Secretarial Audit of the Company for the Financial Year 2015-16.

Secretarial Audit Report

There had been no qualification, reservation or adverse remark made by the Secretarial Auditor of the Company and the Secretarial Audit Report of the financial year 2015-16 is attached as Annexure - 1to this Report.

13. INTERNAL AUDITOR

The Board of Directors of the Company has appointed M/s. TejasNadkarni& Associates (Membership No. 122993), Chartered Accountants, to perform the duties of Internal Auditor of the Company for the financial year 2015-16 and their Report is reviewed by Audit Committee from time- to- time.

14. AUDITOR''S CERTIFICATE ON CORPORATE GOVERNANCE

As required under Regulation 34 (3) read with Schedule V (E) of the Listing Regulations a certificate from the Statutory Auditors of the Company M/s D.P. Agarwal& Co., Chartered Accountants, regarding compliance of conditions of Corporate Governance is forming part of this Annual Report.

15. SUBSIDIARY. IOINT VENTURE & ASSOCIATE COMPANIES

Your Company does not have any Subsidiary, Joint Venture or Associate Company as at 31^stMarch 2016, no company has become or ceased to become Subsidiary, Joint Venture or Associate of the Company.

Thus, disclosure under section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, in form AOC-1 is not applicable to the Company.

16. MANAGING DIRECTOR AND CFO CERTIFICATION

A Certificate from Managing Director and CFO confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Auditor and Audit Committee forms an integral part of this Report as Annexure-2.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Listing Regulation, is forming part of the Annual Report.

18. CORPORATE SOCIAL RESPONSIBILITY

19. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In the terms of Section 205A(5) and 205C of the Companies Act, 1956, there was no amount during the period under review which requires to transfer to Investor Education and Protection Fund for the Financial Year 2015-16.

20. RELATED PARTY TRANSACTION

The Company has framed policy in accordance with the provisions of the Companies Act, 2013 and Listing Obligation for Related Party Transaction, which is hosted on companyâs website: www.irismediaworks.net.Further, transactions with related parties, as per requirements of Accounting Standard 18 are disclosed in the notes to accounts annexed to the financial statements.

21. LOAN, GUARANTEE, AND INVESTMENT UNDER SECTION 186 OF COMPANIES ACT, 2013

Details of Loan, Guarantee and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in the Financial Statement forming part of this report.

22. PARTICULARS OF EMPLOYEES

During the year ended 31st March 2016, no employee of the Company is drawing remuneration in excess of the amount prescribed under section 197(2) of Companies Act, 2013 read with Rules 5(2) of the companies ( Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed with this report as Annexure- 4.

23. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of section 92 (3) of the Companies Act, 2013, an extract of annual return in form MGT-9 is annexed hereto as Annexure-5.

24. POLICIES AND DISCLOSURES

Nomination and Remuneration Policy

Further, in compliance with section 134(3) (e) of the Companies Act, 2013, the Nomination and Remuneration Policy is annexed to the Report as Annexure-6and also placed on Companyâs website at www.irismediaworks.net.

Risk Management Policy

Sexual Harassment Policy

The Iris Media works provides a plat form where equal opportunity is provided to its all employees and consciously strives to build a work culture that promotes the dignity of all employees. The Company has zero tolerance for sexual harassment at workplace and had adopted a Policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provision of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and the Rules and the same is hosted on the Companyâs Website at www.irismediaworks.net

Vigil Mechanism/Whistleblower Policy

Listing Regulations

The Securities and Exchange Board of India (SEBI) has, by its notification dated 2^ndSeptember 2015, issued the (Listing Obligations and Disclosure Requirements) Regulations, 2015 with an aim to consolidate and streamline the provisions of the Listing Regulations for different segments of Capital Markets to ensure better enforceability, The Regulations become effective from 1^stDecember 2015 and have replaced the Listing Agreements. Accordingly, all listed entities were required to enter into the New Listing Agreement with a stock exchange within six months from the effective date. The Company has entered into Listing Agreement with BSE Limited during the month of December 2015.

25. INTERNAL FINANCIAL CONTROLS

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regards to recording and providing reliable financial and operation information, complying with applicable accounting standards and relevant statutes safeguards assets from unauthorized use, executing transactions with proper authorization and ensuring the compliance of corporate policies. Internal Auditor verifies and checks internal control and monitors them.

26. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

The particulars prescribed under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, technology Absorption, Foreign Exchange Earnings and outgo are furnished in Annexure 7to this Report.

27. DETAILS OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143

Pursuant to section 134 (3) (ca) of the Companies Act, 2013, there was no frauds reported by the Statutory Auditor of the Company under Section 143 (12) of the Companies Act, 2013.

28. MATERIAL CHANGES AND COMMITMENTS. IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material Changes and Commitment occurred during the year under review which was affecting the financial position of the Company.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company.

30. HUMAN RESOURCE MANAGEMENT

Management of Human resource is considered as one of the most critical resources in the organization. Human Resource helps in building an enterprise. The sense of belonging of human resource towards its organization indicates the spirit of dedication and loyalty which helps in strengthens the companyâs policies and systems.

The Company has regarded its Human Resource as itâs most important and valuable assets. In order to maintain human resource properly company has developed and maintained Human Resource Policy and procedures. Staff performance appraisals are conducted annually based on skills, knowledge, contribution, and excellence.

31. ACKNOWLEDGEMENT

Your directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review.

Your Directors take the opportunity to express their grateful appreciation for the excellent assistance and cooperation received from their Bankers, Customers etc.

For Iris Mediaworks Limited

Sd/-

RajendraKarnik

Chairman and Managing Director

DIN: 02220343

Date: 26^th August. 2016

Place: Mumbai

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)

Jun 30, 2010

The Directors are pleased to present the Eighteenth Annual Report of your Company together with the Audited Statement of Accounts and the Auditors report of your Company for the financial year ended 30th June, 2010. The summarized financial results for the year ended 30th June, 2010 are as under:-

1. FINANCIAL RESULTS :

Year Ended Year Ended 30th June, 2010 31st March, 2009

Income 212226247 19968795

Less:- Expenses 199735533 18996022

Profit before Financial Charges and Depreciation 12490714 972773

Less:- Financial expenses 649582 1218234

Cash profit / (Loss) 11841132 (245461)

Less:- Depreciation / Amortization 11063908 5403907

Prior Period Expenses / Income (net) 2528 38756

Profit/ (Loss) after Depreciation / Amortization 774696 (5688124)

Less :- Provision For Tax Nil 75212

Net Profit/(Loss) after tax 774696 (5763336)

Balance b/f from Previous Year (9567465) (3804129)

Net Profit / (Loss) c/f to Balance Sheet (8792769) (9567465)

2. DIVIDEND :

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not recommend any Dividend for the year ended on 30th June, 2010.

3. FUTURE PROSPECTS :

Television industry is projected to continue to be the major contributor to the overall industry revenue pie & estimated to grow at a healthy rate. Overall growth in the content & broadcast segment is expected to be powered by rapid growth in number of cable households, digitalization of media & availability of newer platforms & convergence of media.

4. DEPOSITS :

The Company has not accepted any fixed deposits from the public during the year under review.

5. DIRECTORS :

At the ensuing Annual General Meeting Mr. Kunal Ranjan, Director of the Company, retires by rotation and being eligible offers himself for re-appointment.

Pursuant to the provisions of Section 260 of the Companies Act, 1956 and Article 151 of the Articles of Association of the Company, Mr. Ajay Pawar was appointed as an Additional Director on the Board of the Company on 06th October, 2010; your Directors recommend his appointment at the ensuing Annual General Meeting.

6. DIRECTORS RESPONSIBILITY STATEMENT:

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

1) That in the preparation of the Annual Accounts, the accounting standards had been followed along with proper explanation relating to material departures.

2) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for preventing and detecting fraud and other irregularities.

3) That the Directors have selected such accounting policies and applied them consistently and made judgment 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 financial year and of the profit of the company for the year under review.

4) That the Directors had prepared the accounts for the financial year extended upto 30th June, 2010 on a Ãgoing concern basis.

7. 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.

8. CORPORATE GOVERNANCE:

It has always been the Companys endeavor to excel through better Corporate Governance practices, a detailed compliance report on Corporate Governance is enclosed after the Directors Report. The Auditors Certificate certifying the compliance with the conditions of Corporate Governance under Clause 49 of the Listing Agreement is also provided in the Annual Report

9. AUDITORS AND AUDITORS REPORT:

Due to casual vacancy caused by the Resignation of M/s. Shetty & Somani, Chartered Accountants, Statutory Auditors of the Company, M/s V.A. Ambekar & Associates, Chartered Accountants were appointed as the Statutory Auditors of the Company in the Board meeting of the Company held on 5th October, 2010.

M/s V.A. Ambekar & Associates, Chartered Accountants, has expressed their unwillingness to continue as the Auditors of the Company after the conclusion of this Annual General Meeting.

The Company has received a confirmation from M/s. Navin Nishar & Associates, that their appointment if made would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for such re- appointment within the meaning of Section 226 of the said Act.

The Directors recommend their Appointment as Statutory Auditors of the Company.

The notes on accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

10. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with the provisions of section 217 (1) (e) of the Companies Act,1956 read with the Companies ( Disclosure of Particulars in the Report of Board of Directors) Rules,1988 regarding conservation of energy , technology absorption are not applicable to the Company as the Company does not undergo any manufacturing activity.

During the year under review the foreign exchange outgo was Rs. 302833.

11. LISTING:

The Companys shares are listed on The Bombay Stock Exchange Limited.

12. ACKNOWLEDGEMENTS:

The Board places on record their gratitude to the Central Government, State Governments and Companys Bankers for the assistance, co-operation and encouragement they extended to the Company.

For the continuing support unstinting efforts of Investor, Dealers, Business Associates and Employees in ensuring an excellent all around operational performance, your directors also wish to place on records their sincere thanks and appreciation.

By Order of Board of Directors Place: Mumbai Sd/-

Date : 27-09-2010 Managing Director

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article