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Directors Report of Iris Mediaworks Ltd.

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 31stMarch 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 31stMarch 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 “Report on Corporate Governance” 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.

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.

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.

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. In addition, the Chairman of the Board was also evaluated on the key aspects of his role.

Further, the Independent Directors, at their exclusive meeting held 20thJanuary 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 15thJanuary 2015 and it has come into force on 15th 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 Company’s 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 Company’s 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 “Report on Corporate Governance” 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 “Bungalow no. 47/47, RSC-6, Survey no. 120, S.V.P Nagar, Mhada, Near Versova Telephone Exchange, Four Bungalow, Andheri (W), Mumbai- 400053” to “103, Shivam Chambers, Near Sahara India, S.V.Road, Goregaon (West), Mumbai - 400 061”.

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 29th 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.

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.

Statutory Auditor''s Report

There had been no qualification, reservation or adverse remark made by the Statutory Auditor of the Company, the Auditor’s 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 31stMarch 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

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.

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

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.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

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 annexed to the Report as Annexure-6and 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

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 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 websitewww.irismediaworks.net

Listing Regulations

The Securities and Exchange Board of India (SEBI) has, by its notification dated 2ndSeptember 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 1stDecember 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 company’s policies and systems.

The Company has regarded its Human Resource as it’s 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: 26th 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 ‘going 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

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