The Board of Directors have pleasure in presenting the 38th Annual Report of the Company, along with the Audited Financial
Statements of the Company for the financial year ended March 31,2024.
FINANCIAL HIGHLIGHTS.
The performance of your Company during the Financial Year under review are as follows:
(' in Lacs)
|
PARTICULARS
|
31.03.2024
|
31.03.2023
|
|
Revenue From Operation
|
47.20
|
196.18
|
|
Less: Cost of Production
|
2.99
|
16.54
|
|
Gross Profit/loss
|
44.21
|
179.64
|
|
Other Income
|
90.49
|
197.03
|
|
Total
|
134.70
|
376.67
|
|
Less: Other Expenses before interest and Depreciation
|
300.65
|
335.58
|
|
Operating Profit/(Loss)
|
(165.95)
|
41.09
|
|
Less: Interest
|
85.61
|
70.06
|
|
Less: Depreciation
|
7.41
|
8.25
|
|
Net Profit/(Loss) before Tax
|
(258.97)
|
(37.22)
|
|
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
|
(258.97)
|
(37.22)
|
|
Other Comprehensive income /(Loss) for the year
|
54.56
|
3.70
|
|
Total Comprehensive income /(Loss) for the year
Earning per share
|
(204.41)
|
(33.52)
|
|
Basic
|
(1.29)
|
(0.19)
|
|
Diluted
|
(1.29)
|
(0.19)
|
COMPANY’S FINANCIAL PERFORMANCE
During the financial year under review, your Company incurred Net Loss of Rs. 258.97 Lacs as compared to previous year
of Rs. 37.22 Lacs. During the year under review, the Company reported turnover of Rs. 47.20 Lacs against previous year
of Rs. 196.18 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 does not propose to transfer any amount to General Reserve.
DIVIDEND
No dividend is proposed to be paid for the financial year 2023-24 due to the losses incurred by the company during the
year under review.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, affecting the financial position of the Company which have occurred
between the end of the financial year of the Company to which the financial statements relate and the 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
31,2024, and post closure of financial year, till the date of this Report:
The Members of the Company in its meeting held on 30th September,2023,has approved the change in designation of
Mr. Dheeraj Kumar Kochhar from Chairman and Managing Director to chairman and Whole -time Director of the Company
for the period of 3 years w.e.f. 1st September, 2023 and have approved the appointment of Mr. Sunil Gupta as Managing
Director of the Company for the period of 3 years w.e.f 1st September,2023
Mr. Dheeraj Kumar Kochhar (DIN: 00018094), Chairman and Executive Director is liable to retire by rotation at the 38th
Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.
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 41st 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 31,2024, 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, 31st March, 2024 is annexed with this annual report for your
kind perusal and information.
B) Internal Auditor
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 for the Financial Year 2023-24 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.
The Board of Directors on the recommendation of Audit Committee have re-appointed M/s Poddar A. & Associates,
Chartered Accountants, Mumbai as the Internal Auditors for the Financial Year 2024-25 to conduct the internal audit
of the company.
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 2023-24. The Report on Secretarial Audit in the prescribed format of MR- 3 is attached
as Annexure-A to this report.
The Secretarial Compliance Report for the financial year ended March 31, 2024, in relation to compliance of all
applicable SEBI Regulations/ circulars/ guidelines issued thereunder, pursuant to requirement of Regulation 24A of
Listing Regulations, was submitted to Stock Exchange(s).
There are no qualifications, reservations, or adverse remarks in the Secretarial Audit and Secretarial Compliance
Report issued by them for the financial year 2023-24.
ANNUAL RETURN
Pursuant to provisions of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration)
Rules, 2014, Annual Return in Form MGT 9 will be available on the website of the Company and can be accessed at
https://www.creativeeve.com/images/quar/Form MGT 7 2023-24 website%20..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 any two meetings does not exceed
maximum permissible limit prescribed under the applicable laws .The details of the Board meetings and the attendance of
the Directors 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 31st March, 2024 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 Related Party Transactions executed in financial year 2023-24 were on arms' length basis and in the ordinary course of
business. All Related Party Transactions are placed before the Audit Committee for their prior approval and details of the
Related Party Transactions undertaken during a particular quarter are placed at the meeting of the Audit Committee held
in the succeeding quarter.
During the year, There were no materially significant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of
the Company at large.The details of the same are given in the notes to accounts forming part of the financial statements.
Accordingly, there are no transactions that are required to be reported in Form AOC 2.
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.
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 2023-2024.
MD/CFO CERTIFICATION:
Managing Director and Executive Director, CFO, 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, 2024. 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
In terms of Section 134 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company works with internal control systems commensurate with the size, scale and complexity
of its operations. The Board has adopted the policies and procedures for ensuring the orderly and efficient control of its
business including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of
frauds, errors, reporting mechanisms, the accuracy and completeness of the accounting records and timely preparation
of reliable financial disclosures. To maintain objectivity and independence, the Internal Auditors report directly to the Audit
Committee. Based on the report of the Internal Auditors, process owners undertake corrective action, wherever required.
Significant observations and corrective actions needed or taken are presented to the Audit Committee.
During the financial year 2023-24, such controls were tested and no reportable material weakness in the design or operation
was observed.
ACKNOWLEDGEMENT
The Board places on record its deep appreciation to all employees for their hard work, dedication, unstinted efforts
and commitment. The Board also appreciate for the support and cooperation the Company has been receiving from its
customers, suppliers and Bankers.
The Board also take this opportunity to thank all Shareholders, Investors, Business Associates, Government and Regulatory
Authorities and Stock Exchanges, for their continued support.
For and on behalf of the Board of Directors
Creative Eye Limited
Sd/-
Place:Mumbai Dheeraj Kumar Kochhar
Date: 14th August,2024. Chairman and Executive Director
DIN-00018094
|