Dear Members,
The Board of Directors are pleased to present the 39th Annual Report and the Company's
Audited Financial Statements for the Financial Year ended March 31, 2025.
FINANCIAL RESULTS.
The financial performance of the Company for the financial year ended March 31, 2025 is
summarized below:
(Rs.In Lacs)
| PARTICULARS |
31.03.2025 |
31.03.2024 |
| Revenue From Operation |
260.80 |
47.20 |
| Less: Cost of Production |
0.00 |
2.99 |
| Gross Profit/loss |
260.80 |
44.21 |
| Other Income |
87.54 |
90.49 |
| Total |
348.34 |
134.70 |
| Less: Other Expenses before interest and Depreciation |
323.33 |
300.65 |
| Operating Profit/(Loss) |
25.01 |
(165.95) |
| Less: Interest |
90.27 |
85.61 |
| Less: Depreciation |
6.49 |
7.41 |
| Net Profit/(Loss) before Tax |
(71.75) |
(258.97) |
| Less: Provision for Deferred Tax |
0 |
0 |
| Less: Current Tax ( MAT) |
0 |
0 |
| Less: Taxation Adjustments for earlier year (including MAT Credit
Entitlement ) |
0 |
0 |
| Net Profit/(Loss) after tax |
(71.75) |
(258.97) |
| Other Comprehensive income /(Loss) for the year |
5.54 |
54.56 |
| Total Comprehensive income /(Loss) for the year |
(66.21) |
(204.41) |
Earning per share |
|
|
| Basic |
(0.36) |
(1.29) |
| Diluted |
(0.36) |
(1.29) |
COMPANY'S FINANCIAL PERFORMANCE
During the year under review, the Company recorded an operating turnover of 260.80 Lacs
as compared to previous year of Rs. 47.20 Lacs. your Company incurred Net Loss of Rs.
71.75 Lacs as compared to previous year of Rs 258.97 Lacs. Additional information
regarding Company's business operations and state of Company's affair is provided in the
Management Discussion and Analysis Report, which forms an integral part of the Annual
Report.
TRANSFER TO RESERVES:
The Company has not transferred any amount to reserves for the year under review.
DIVIDEND
The Board of Directors of the Company have not recommended any dividend on Equity
Shares due to the losses incurred by the company during the year under review.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes or commitments affecting the financial position of
the Company between the end of the Financial Year and date of this Report.
PUBLIC DEPOSIT
During the Financial year under review, your Company has not accepted any deposits from
the public falling under Section 73 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014.
SHARE CAPITAL
During the year under review, there was no change in the authorized, subscribed and
paid-up share capital of the Company.
SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY :
The Company has no subsidiary/joint venture/associate company and hence consolidation
and applicable provision under the Companies Act, 2013 and Rules made there under are not
applicable to the Company.
DIRECTORS AND KEY MANAGARIAL PERSONNEL:
The constitution of the Board is in Compliance with the provisions of Section 149 of
the Companies Act, 2013, and the
Listing Regulations.
The Members are requested to take note of the following changes in the Directors during
the financial year ended March 31, 2025, and post closure of financial year, till the date
of this Report:
1. Mr. Dheeraj Kumar Kochhar, Chairman and Executive Director, ceased to be a
Director with effect from 15 July 2025 due to of his unfortunate demise. The Board
expresses its deep sorrow and appreciated his contribution towards the success and growth
of the company
2. On recommendation of the Nomination and Remuneration Committee, the Board of
Directors has considered and approved to re-designate Mrs. Zuby Kochhar (DIN:00019868),
Executive Director of the Company as Chairman of the Board w.e.f. August 8,2025.
3. On recommendation of Nomination and Remuneration Committee the Board had considered
and approved the Appointment of Mr. Ashutosh Dheeraj kumar Kochhar (DIN- 11251298) as an
Additional Director (Whole Time Executive Director) of the company with effect from 28 th
August,2025 for the period of 3 years subject to the approval of shareholders of the
Company in ensuing AGM.
4. The Board of Directors of the Company in its meeting held on 28th August, 2025,
re-appointed Mrs. Sarita Gopal Soni (DIN: 08998686) as Independent Director of the Company
for a further period of five years w.e.f. 23 rd December,2025 subject to the approval of
shareholders in ensuing AGM.
DECLARATION BY AN INDEPENDENT DIRECTOR(S)
All the Independent Directors have duly confirmed that they meet the criteria of
independence as prescribed under subsection (6) of Section 149 of the Companies Act,2013
and Regulation 16 and 25 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. All the Independent Directors are duly registered with the Indian
Institute of Corporate Affairs (IICA). During the year, there has been no change in the
circumstances which may affect their position as Independent Director.
Further, the Independent Directors have also affirmed compliance with the Code of
Conduct adopted by the Company. The Board is of the opinion that the Independent Directors
of the Company hold the highest standards of integrity and possess requisite expertise,
proficiency and experience required to fulfill their duties as Independent Directors.
AUDITORS
A) Statutory Auditors
The shareholders of the Company at the 36th Annual General Meeting held on
30th September, 2022 had appointed
NGS & Co. LLP, Chartered Accountants (Firm Regn. No. 119850W) as Statutory
Auditors of the Company to hold office for a period of up to 5 (Five) years i.e. till the
conclusion of the 41 st AGM of the Company .
The Report given by the Auditors on the financial statements of the Company is part of
Annual Report. The Auditors have issued their report on the financial statements for the
financial year ended March 31, 2025, with an unmodified opinion and do not contain any
qualification, observation or adverse remarks or disclaimer that may call for any
explanation from the Board of Directors. The Auditors have not reported any matter under
Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be
disclosed under Section 134 (3)(ca) of the Companies
Act,2013.
Further the Auditors' Report for the financial year ended, 31 st March, 2025 is annexed
with this annual report for your kind perusal and information.
B) Internal Auditor for the financial year 2024-25
In Compliance with the provisions of the section of 138 of the Companies Act, 2013, M/s
Poddar A. & Associates,
Chartered Accountants, Mumbai as the Internal Auditors has conducted the internal audit
of the company for the year under review. During the year under review Internal audit
found satisfactory by Internal Auditor M/s Poddar A. &
Associates.
C) Secretarial Auditor
Pursuant to the provisions of section 204 of the Companies Act,2013 and the Companies
(Appointment and
Remuneration of Managerial Personnel) Rules, 2014, made there under, the Board of
Directors had appointed M/s Kaushal Doshi & Associates, Practicing Company Secretary
(FCS No. 10609) as Secretarial Auditors of the Company for the financial year 2024-25. The
Report on Secretarial Audit in the prescribed format of MR- 3 is attached as
Annexure-A' ‘ to this report.
The Secretarial Audit Report does not contain any qualification, reservation, adverse
remark or disclaimer. In accordance with the provisions of Regulation 24A of the Listing
Regulations, as amended w.e.f. December 13, 2024, The Board has appointed M/s Kaushal
Doshi & Associates, Company Secretaries, as Secretarial Auditors of the Company for a
period of five (5) consecutive years for a term of 5 (five) consecutive years commencing
from the Financial Year 2025-26 till the Financial Year 2029-30, subject to approval of
the Members of the Company at the ensuing 39th Annual General Meeting of the
Company. They are eligible for appointment and the Company has received confirmation from
them that they are not disqualified from acting as SecretarialAuditors of the Company.
ANNUAL RETURN
The Annual Return as required under sub-section (3) of Section 92 of the Act in form
MGT-7 is made available on the website of the Company and can be accessed at
chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https://www.
creativeeye.com/images/quar/Annual%20Return%202024-25.pdf
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
In terms of provisions of section 197 (12) read with rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees
are in receipt of remuneration in excess of the limit set out in said rules. The statement
of Disclosure of Remuneration pursuant to the Section 197 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended
as ‘Annexure B' to this report.
MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, the Board met Four times. The maximum interval between
two meetings of the Board of the Directors has not exceeded 120 days..The details of
meetings of the Board and its Committees and their attendance are provided in the
Corporate Governance Report, which forms part of this report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Act, the Board of Directors to
the best of their knowledge and ability confirm that: a) In the preparation of the annual
financial statements for the year ended 31 st March, 2025 all the applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any; b) Accounting policies selected have been applied consistently and
reasonable and prudent judgments and estimates were made so as to give a true and fair
view of the state of affairs of the company at the end of the year under review and the
profit and loss of the Company for the year under review; c) Proper and sufficient care
has been taken for the maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities; d) The annual accounts of your Company have been
prepared on a going concern basis; e) Internal financial controls were laid down &
followed by your company and it was ensured that such internal financial controls are
adequate and were operating effectively; and f) Proper systems were devised to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS.
The Company has not given any Loan or Guarantee nor has made any Investment during the
year under review attracting the provisions of Section 186 of the Companies Act, 2013,
hence the said provision is not applicable to the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in its ordinary course of business and on an arm's length
basis.
During the year under review, the Company had not entered into any contract /
arrangement / transaction with related parties which is required to be reported in Form
No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of
the Companies (Accounts) Rules, 2014. The policy on Related Party Transactions as approved
by the Board is placed on the Company's website at www.creativeeye.com under Investors
section.
There were no materially significant related party transactions which could have
potential conflict with the interests of the
Company at large.
CORPORATE GOVERNANCE REPORT
The Company has complied with the corporate governance requirements under the Companies
Act, 2013, and as stipulated under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Report on corporate governance under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, along with the
certificate from the Chartered Accountant confirming the compliance with the conditions of
Corporate Governance, is appended and forms part of this Annual Report.
MANAGEMENT DISCUSSION & ANALYSIS
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), The Management
Discussion and Analysis forms an integral part of this report
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards i.e. SS-1 and SS-2, relating to
"Meetings of the Board of
Directors" and "General Meetings", respectively issued by the Institute
of Company Secretaries of India.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The information relating to Conservation of Energy and Technology Absorption required
under Rule 8(3)(A) and 8(3)(B) of Companies (Accounts) Rules, 2014 is not applicable to
the Company due to the very nature of the industry in which it operates. However, we
endeavor to support the environment by adopting environment friendly practices in our
office premises.During the year under review, there was no inflow or outgo of Foreign
Exchange.
RISK MANAGEMENT POLICY
Pursuant to provisions of Section 134 of the Act and Regulation 17 of SEBI Listing
Regulations,the Company has adequate and proper Risk Management Policy and Mechanism. The
board of directors periodically reviews, assess and monitor any kind of risks assumed by
the company. The processes are in place for identifying, evaluating and managing the
risks. At present the company has not identified any elements of risk which may threaten
the existence of the company. In terms of Regulation 21 of SEBI Listing Regulations, the
Constitution of Risk Management Committee was not applicable during the Financial Year
2024-2025.
MD/CFO CERTIFICATION:
Managing Director and Executive Director of the company have certified that all
requirements of the listing obligations, inter alia, on review of financial statements and
cash flow and establishing and maintain internal controls for the financial reporting for
the year ended 31st March, 2025. The said certificate forms an integral part of
this annual report.
NOMINATION AND REMUNERATION POLICY:
In accordance with provisions of the Act and SEBI Listing Regulations, the Company has
formulated a Policy on Nomination & Remuneration of Directors and Senior Management
Employees on recommendation of the Nomination & Remuneration Committee. The main
objective of the said policy is to identify individuals for appointment on the Board and
at senior management level of the Company, designation and composition of remuneration is
reasonable and sufficient to attract, retain and motivate. Details of the said Policy is
given in the Corporate Governance Report.
WHISTLEBLOWER POLICY/ VIGIL MECHANISM:
The Company promotes ethical behavior in all its business activities and has put in
place a mechanism of reporting illegal or unethical behavior. The Company has a Vigil
Mechanism/Whistle Blower Policy wherein the employees are free to report violations of
laws, rules, regulations or unethical conduct to their immediate supervisor or such other
person as may be notified by the Management to the work groups. The confidentiality of
those reporting the violations is maintained and they are not subjected to any
discriminatory practice.
Your Company hereby confirms that no complaints were received during the year under
review.The vigil mechanism / whistle blower policy may be accessed on the Company's
website at www.creativeeye.com under investor Relation section.
CORPORATE SOCIAL RESPONSIBILITY
The company does not fall under the criteria of Section 135 of Companies Act, 2013 read
with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, hence the said provision is not applicable
to the Company.
SEXUAL HARASSMENT
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. The Company has zero tolerance towards sexual harassment at
workplace. The Company is committed to uphold and maintain the dignity of woman employees
and it has in place a policy as per Applicable Act, which provides for protection against
sexual harassment of women at work place and for prevention of such complaints. During the
year under review, the Company has not received any complaints on sexual harassment.
PERFORMANCE EVALUATION OF THE BOARD
As per provision of the Act and Regulation 17 of SEBI Listing Regulations, the Board
has carried out an annual performance evaluation of its own performance and that of its
Committees as well as performance of all the Directors individually, was carried out
internally. The performance evaluation of Chairman was carried out by Independent
Directors in their separate meeting without the attendance of the Executive Directors.
Feedback was sought by way of a structured questionnaire, based on criteria approved by
the Nomination and Remuneration Committee, for evaluation of performance of Board,
Committees of Board and Individual Directors. The Directors expressed their satisfaction
with the evaluation process.
CHANGE IN NATURE OF BUSINESS
There was no change in the nature of business during the year under review.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
Your Company has laid out an Internal Controls Framework which is commensurate with the
size, scale and complexity of its operations. This framework ensures the orderly and
efficient conduct of its business, including adherence to the
Company's policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records and the timely
preparation of reliable financial information. Controls have been identified along with
risks and mitigation processes covering major areas across all business functions. These
Internal controls were reviewed by the Internal auditors..
Based on the Board's evaluation, it was determined that the Company's internal
financial controls are adequate and were operating effectively during the Financial Year
2024-25.
ACKNOWLEDGEMENT
Your directors thank all customers, vendors, investors, bankers and all other business
partners for their excellent support during the year. They wish to place on record,
appreciation of the strong commitment and contribution made by employees of the Company at
all levels.
Your directors also take this opportunity to place on record their appreciation for
continued co-operation and unstinted support received from the film producers,
distributors, exhibitors, and advertisers .
Your directors thank the Central Government, various State Governments and other
Government agencies and bodies for their support, and look forward to their continued
support in the future.
|
For and on behalf of the Board of Directors |
|
Creative Eye Limited |
|
Sd/- |
Place: Mumbai |
Zuby Kochhar |
Date: 28th August, 2025. |
Chairman and Executive Director |
|
DIN-00019868 |
|