CREATIVE EYE LIMITED
ANNUAL REPORT 2011-12 BOARD OF DIRECTORS Mr. Dheeraj Kumar Chairman & Managing Director
Mrs. Zuby Kochhar Executive Director
Mr. M. R. Sivaraman Non Executive Director
Mr. Shiv S. Sharma Non Executive Director Mr. T.K. Choudhary Non Executive Director
CORPORATE DIRECTORY CONTENTS Registered and Corporate Of¿ ce Notice ……………………………………………………………01 “Kailash Plaza”, Plot No.12-A, Opp. Laxmi Industrial Estate, Director’s Report & Management Discussion Analysis ………03 New Link Road, Andheri (West), Report on Corporate Governance ………………………………09 Mumbai- 400 053 Tel.: 022 26732613 (7 lines) Compliance Certi¿ cate of Corporate Governance ……………16 Fax: 022 2673 2296 Statement of Disclosure by Audit Committee …………………17 E-Mail : [email protected] Website: www.creativeeye.com CEO & CFO Certi¿ cation ...... 18 Auditor’s Report ………………....………………………………..19 COMPANY SECRETARY Balance Sheet ……………………………………………………22 Ms. Valentina D’Mello Profit & Loss Account …………..……………………………….23
AUDITORS Cash Flow Statement …………..…………...... 24
Uttam Abuwala & Co., Signi¿ cant Accounting Policies …..……………………………..26 Chartered Accountants, Mumbai Notes to accounts………………..………………………………28
BANKERS Balance Sheet Abstract …………………………………………38
Oriental Bank of Commerce Proxy & Attendance Slip ………………………………………… 39 Santacruz (west), Mumbai
REGISTRAR AND TRANSFER AGENTS ANNUAL GENERAL MEETING Karvy Computershare Pvt. Ltd. Saturday, 29th September 2012 46, Avenue-4, Street-1, at 10.30 a.m. Banjara Hills, Hyderabad- 500 034 at “GMS Community Centre Hall”, Tel.: 040 23312454 Sitladevi Complex, 1st Floor, D. N. Nagar, Opp. Indian Oil Nagar, Link Road, Fax: 040 23311968 Andheri (West), Mumbai 400 053. Website: www.karvy.com ANNUAL REPORT 2011- 2012 1
than Cash office less and hold CREATIVE not to Account Valentina D’Mello Valentina Company Secretary Company Company Loss the the and of of Profit office By Order of the Board of Directors Auditors 2012, the as registered March the 31st at at as Accountants, NOTICE deposited Sheet be Peace begins with a smile. begins with Peace Chartered should Balance Co., Attendance Slip for attending the meeting. who retires by rotation and being eligible offers himself offers eligible being and rotation by retires who Sharma, S. Shiv Mr. who retires by rotation and being eligible offers himself offers eligible being and rotation by retires who Sivaraman, R. M. Mr. & proxy a audited fill the the Abuwala adopt Uttam appointing and M/s. .
(‘the Company’) will be held on Saturday, 29th September, 2012 at 10.30 a.m. at ‘‘GMS Community ‘‘GMS at a.m. 10.30 at 2012 September, 29th Saturday, on held be will Company’) (‘the
instrument consider appoint forty-eight hours before the commencement of the meeting. Brief resume of the directors seeking re-appointment is annexed herewith. Annual Report to the Meeting. Shareholders are requested to bring their copy of number ID DP and ID client their write to requested are form dematerialized in shares their hold who Members and those who hold shares in physical form are requested to write their Folio Number in the attendance slip for attending the meeting. ATTEND AND ATTEND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE COMPANY A MEMBER OF THE A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO PROXY A APPOINT TO ENTITLED IS MEETING THE AT VOTE AND ATTEND TO ENTITLED MEMBER A from Annual the General conclusion Meeting of until this the Annual conclusion General of Meeting the next and to fix their remuneration.
Flow Statement for the year ended on that date and the thereon. Reports of the Board of Directors and Auditors of place in Director a appoint To for re-appointment. of place in Director a appoint To for re-appointment. Creative Eye Limited Eye Creative 3. Members/ Proxies should 5. 6. 4. 1. NOTES: “Kailash Plaza”, Plot No.12-A, Opp. Laxmi Industrial Estate, Andheri (West), New Link Road, Mumbai 400 053. 2012 Date: 30th May, Registered office: 2. The 2. 3. 4. To 1. To ORDINARY BUSINESS : ORDINARY Centre Hall’’, Sitladevi Complex, 1st Floor, D. N. Nagar, to transact the following businesses: Mumbai - 400 053 Opp. Indian Oil Nagar, Link Road, Andheri (West), EYE LIMITED EYE NOTICE is hereby given that the Twenty Sixth Annual General Meeting of the Members of 2 ANNUAL REPORT 2011- 2012 Date: 30thMay, 2012 Mumbai 400053. New LinkRoad, Andheri (West), Opp. LaxmiIndustrialEstate, “Kailash Plaza”,PlotNo.12-A, Registered office: 11. 10. 9. 8. 7. Companies of CommitteesacrossPublic Chairmanship/ Membership companies Directorship heldinotherpublic areas Expertise inspecificfunctional Qualifications Date ofappointment Date ofBirth Name and Transfer Agents, (M/s.KarvyComputersharePrivateLimited). Registrar the to request) on available made be will (which 2B Form in requests their send to requested are to make nomination entitled in respect are of shareholders shares held 1956, by them Act, Companies in physical. the Shareholders desirous of 109Aof making Section nominations of introduction the to Consequent Meeting. oprt Mmes nedn t sn ter uhrzd ersnaie ae euse t sn a duly a send to requested are representatives authorized their certified send to intending Members Corporate shares inelectronicformmayinformthesametotheirDepositoryParticipants. holding members mandates, bank and addresses their in changes any for Limited) Private Computershare and Registrar Transferthe to write may form physical in shares holding members While Karvy (M/s. Agents, September 2012toSaturday, 29thSeptember2012(bothdaysinclusive). The Register of Members and Share Transfer books of the Company will remain closed from Saturday, 22nd of nameswillbeentitledtovote. In case of joint holders attending the Annual General Meeting, only such joint holder who is higher in the order copy of Board RE-APPOINTMENT AT THE26TH ANNUAL GENERAL MEETING Resolution BRIEF RESUMEOFTHEDIRECTORS SEEKING authorizing Chairmanship CEL Committees Tanfac IndustriesLimited Executive DirectorofIMF Ex-Union RevenueSecretaryand IAS (Retired) 29.03.2001 31.03.1940 Mr. M.R.Sivaraman Membership • • •
An honest manisalways achild. Audit Committee Grievances Committee Share Transfer and Investors’ Remuneration Committee their representatives Creative EyeLimited to attend By OrderoftheBoardDirectors Limited Anil SpecialSteelIndustries Doordarshan Ex-Director General, B.A., M.A. 30.01.2001 27.08.1933 Mr. ShivS.Sharma Membership CEL Committees • • •
and Audit Committee Grievances Committee Share Transfer and Investors’ Remuneration Committee vote at Company Secretary the Valentina D’Mello Annual General ANNUAL REPORT 2011- 2012 3 --- and 0.00 77.99 48.70 (1.61) (1.61) 191.21 151.10 199.80 253.74 323.14 (53.94) 1285.45 1236.75 (323.14) (323.14) Lacs Rs. 31.03.2011 (Rs. In lacs) and 521.04 Rs. Lacs of --- 48.70 1.03 0.00 1.03 Profit 54.98 75.12 207.50 207.50 144.91 665.95 328.35 337.60 521.04 Rs. 3101.02 2579.98 Net of 31.03.2012 and Loss Profit Net and Gross Profit earned Gross the to Company Directors’ Report Directors’ the It is not living that matters, but living rightly. but living rightly. matters, is not living that It 2012, comparison in
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207.50 Creative Eye Limited Eye Creative Highlights of Financial Performance Highlights of Financial Your Directors have pleasure in presenting the 26th Annual Report together with the audited statement of accounts of statement audited the with together Report Annual 26th the presenting in pleasure have Directors Your the year ended March 31, 2012. of the Company for Dear Members, Review of Financial Operations Lacs 3101.02 Rs. to amounting operations from turnover the attained Company the review, under year the During as compared to Rs. 1285.45 Lacs of the previous year with an increase of 141.24% over the last For year. the current Diluted Dividend Rate Rs. Net Profit/(Loss) before Tax Less: Provision for deferred Profit/(Loss) after tax Earning per share Basic Less: Depreciation Sales Less: Cost of Software Other Income Total and Depreciation Less: Other Expenses before interest Operating Profit/(Loss) Less: Interest Gross Profit Business Performance During the year under review your Company continues to be the most preferred television content producer on Dividend and plans growth future its for conserved be to need Company the of resources that view the of are Directors The hence do not recommend any dividend for the year under review. Lacs respectively for the previous year. 4 ANNUAL REPORT 2011- 2012 discontinued Sapne…...Preeto” Sabke “Sawaare However, position. good maintaining are and performance of terms in well doing are channel One Sahara on “ Sajna Lagayi Preet Sang “Tujh and Ulji…Niyati” Main Bhawar Ke “Rishton 3. 2. 1. apart fromongoingserial leading Hindi channels on prime time slot. Your Company had launched three major serials on different channels Up Fund Utilization Oriya and Telugu these prominentmythologicalserials. Hindi, exploiting by in stronger brand its Shivay” made had and Namah Languages Marathi and “Om Hindi in Ganesh” serials “Shree and language mythological mega its re-runs also Company Your Further yourCompanyhadshotapilottitled“PyaarNibhayengeHum”forStarPlusChannel. Channel. Your due tothecompletionofagreement. air the off went Channel Sony on Bhagwan” Mere “Babosa Channel. Imagine on run programs all across genre received During theyearunderconsideration,majorprogramsrunbyCompanywere:- Company’s Programmes will beutilizedinthenearfuture. No. 10. 9. 8. 7. 6. 5. 4. 3. 2. 1. to Babosa Mere Bhagwan on Sony Channel in the month ofJuly2011. SonyChannelinthemonth Babosa MereBhagwanon 2011. Neem Neem Shehed Shehed (Tujh Sang Preet lagayi Sajna) on Sahara One Channel in the month of August ChannelinthemonthofJuly2011. launchedonImagine Sawaare SabkeSapne…...Preeto Company the Shree Ganesh(Re-run)–Hindi Om NamahShivay(Re-run) - Telugu Om NamahShivay(Re-run) -Oriya Om NamahShivay(Re-run)–Hindi Bhola Bhagat(Telefilm) Neem Shehed(Tujh SangPreetLagayiSajna) Babosa MereBhagwan Sawaare SabkeSapne…...Preeto Rishton KeBhawarMainUlji…Niyati Shree Ganesh (Re-run)–Marathi Name oftheSerials/Programs from financial due the
had to Initial year the produced Public ending closure “RishtonKeBhawarMainUlji…Niyati”onSaharaOneChannel. Issue. one 31st of operations comedy March, The It’s fun todotheimpossible. kind of balance 2012, Tele-film by Imagine unutilized the titled Company Channel. “Bhola Creative EyeLimited funds has which Bhagat” It utilized was have maintaining which Rs. been 1408.70 DD –Lucknow Rachana Lakshya DD -Lucknow SAB Sahara One Sony Imagine Sahara One Saam Name oftheChannel aired invested No. successfully Lacs 1 position in from fixed the deposits, in on fiction funds SAB ANNUAL REPORT 2011- 2012 5 and with 31st films ended accordance year feature in the Hindi for of records Company accounting the of adequate profit of production/co-production the the of be view will a ‘going concern’ basis. a ‘going concern’ maintenance fair for year promising and challenging. The management of the Company is and the pared on taken Achievement Your Company’s CMD has been honored by the PTC “Life Network Time Achievement by . Award” giving The award represents strengthen and will Creative Eye to expand Industry. its horizon in Punjab Television Public Deposit Company has not invited / accepted Your any deposits from public within Act, 1956. of the Companies & 58AA the meaning of Section 58A Directors The individual details of Directors seeking re-appointment at the ensuing Annual General Meeting of the Company are annexed to the notice Annual General Meeting. of Statement Responsibility Directors’ Directors your 1956, Act, Companies the of (2AA) 217 Section to Pursuant hereby confirm that: true for The quickest way to end a war is to lose it. quickest The a 13 looks been give has to as acceleration care so revenue made sufficient
of and been
area In the preparation of the annual accounts, the applicable Accounting Standards have been followed; In the preparation of the annual accounts, the applicable estimates and judgment prudent and reasonable and applied consistently been have policies accounting the have the provisions of the Act, Companies 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and The annual accounts have been pre
March, 2012 and the state of affairs of the Company as at 31st March, 2012 as disclosed in the enclosed accounts; Creative Eye Limited Eye Creative b) events after due diligence and careful assessment of risks involved. events after due diligence and careful a) d) c ) proper Another Your Company Your is widening its prospects. The Company’s various projects are under consideration with various shortly. satellite channels and shall be launched Besides consolidating its position in Hindi language as the quality television content producer, your Company has Company your producer, content television quality the as language Hindi in position its consolidating Besides in other languages. leading satellite television networks showcasing its programs on aggressively commenced optimistic about the sustainable business opportunities in the future. The need of unusual and unique content/ story is increasing day by day amongst the broadcasters and viewers which is creating healthy competition the in market. The Company’s focus on its core competence namely television content production will be further reinforced with consistency on quality programming targeting of higher TRPs for longer life of the programs and a wider channel presence. derisking through Future Plans The outlook for the year 2012-20 6 ANNUAL REPORT 2011- 2012 4. 3. 2. 1. Strengths: Your CompanybelievesinSWOTanalysis: digital effects, visual and animation as such advertising andgamingaref sectors medium, dominant the be to continues television While expected toregisteraCAGRof15percenttouchINR 1,457billionby2016. and 3 cities, continued growth of regional media, and fast increasing new media business. Overall, the industry is the says billion, 728 INR reach to 2010, over percent 12 of growth a 2011,registered In industry (M&E) Entertainment & Media Indian the earlier expectations. larger world economy. While India is still expected to grow at a healthy pace, growth is projected to be lower than the for economy,but Indian the even industry,or M&E Indian the for just not year challenging a been 2011has Industry Structure&Development-MediaandEntertainment MANAGEMENT DISCUSSION AND ANALYSIS REPORT - Certificatefromthe - - - the Annual Report. of part made been have following the exchanges, Stock the with agreement Listing the of 49 clause to Pursuant Corporate Governance of (Particulars Companies the ceiling prescribedtherein. with read 1956, Act, Companies the the exceeding remuneration draws employee the of none as given be to required not is 1975 Rules, Employees) of 217(2A) section of provisions The Personnel There werenoforeignexchangeearningsandoutgoduringthecurrentperiod. not applicabletotheCompany. are 1988, Rules, Directors) of Board of Report the in Particulars of (Disclosure Companies with read (e) (1) 217 Considering the nature of business of the Company, the particulars required to be furnished pursuant to Section Conservation ofenergy, technologyabsorptionandForeignExchangeEarnings&outgo effect fromthe Auditors. Your Directorsrecommendtheirre-appointment. this to letter a received the has Company of The re-appointment. for conclusion eligible is the and Meeting, General at Annual ensuing retires Accountants, Chartered Co., & Abuwala Uttam M/s. Auditors Company’s The Auditors Brand Equity Successful Track Records Technological innovations content Focused ondeliveringquality withCodeofConduct oncompliance Declaration Corporate GovernanceReport and analysis discussion Management ofCorporateGovernance. Auditors regardingcomplianceofconditions . The growth trajectory is backed by strong consumption in Tier 2 Tierin consumption strong by backed is trajectory growth The report. FICCI-KPMG ast increasingtheirshareintheoverallpie. Whenever youfall,Whenever picksomething up. Creative EyeLimited ANNUAL REPORT 2011- 2012 7 521.04 521.04 3101.02 3101.02 Gross Profit (Amount in lacs) (Amount in lacs) 31st March 2012 TRPs. 2579.98 2579.98 Cost of Software keep changing. of the desired Power corrupts. Power Sales 3101.02 3101.02
Changing tastes of the viewer’s audience. Intensely competitive industry. The competition and increasing prices may adversely affect our ability to acquire desired programming and artistic talent. Entrance of small players. Reduction in shelf life of programs. Government policies relatingGovernment policies to broadcast license. mainlyCurrently addressing programs. Hindi Emergence of new channels across all languages. TV homes. Increasing no. of both inMarket existence and abroad. India
achieve ratings as audience views No fixed formula to Creative Eye Limited Eye Creative Commissioned Programs Total Segment Commissioned Programs Total Profitability of the segment of the Company is given hereunder: Segment-wise or product-wise performance: The Major segment of the Company’s turnover is from Commissioned of Programs. Turnover the segment is as follows: 6. 2. 3. 4. 5. re-shuffling of producers Rapid due to non attainment 1. 3. Opportunities: 1. 2. 3. Threats: 2. Weaknesses: 1. Future Outlook The television segment of the media and entertainment industry compete includes directly and indirectly a by offering various large services to number there consumers. Today are various of offerings for companies that latter The services. television satellite and networks cable channels, television network including users television non-subscribers. to available not programming offer which services based subscription generally are options two Furthermore, programming that was once exclusively available through television service subscriptions can be found (both legally and illegally) with the click of a mouse. 8 ANNUAL REPORT 2011- 2012 The highlightsofthefinancialperformanceCompanyforyear2011-2012 areasunder: Financial performancewithrespecttooperational & systems Control Internal the strengthen procedures oftheCompany. further to necessary, wherever steps, corrective necessary takes consistently and system control and internal the on watch size close keeps also Management The the business. its of nature with commensurate procedures & systems control internal adequate place in has Company The Internal controlsystemandtheiradequacy and surgeahead,inspiteofthem. challenges such counter to strategies business suitable adopts YourCompany opportunities. growth attractive Yournurture to continuously in theIndustryandneeds are prevailing which challenges Companyfacesbusiness Risks andconcerns 30th May, 2012 Mumbai rm h Gvrmns rgltr atoiis SB, tc Ecags Dpstre ad te stakeholders other and Depositories including viewers,Bankersandvendors. Exchanges, Stock SEBI, authorities, regulatory / Governments the from received co-operation and support the for gratitude their express and Yoursuccess. Company’sthank Directors their appreciation of the contribution made by employees of the Company at all levels, that has contributed to your Yourrecord on place and Company the of employees all of commitment and professionalism the value Directors Acknowledgement other and laws tax Regulations, Government statutes andotherincidentalfactorsunforeseen circumstances. in changes operates, the Company affecting the conditions which economic in include market, operations domestic Company’s the to difference a make could that factors Important implied. or expressed those from materially differ may results actual The countries. other and India in regulations and laws securities applicable of meaning the within statements looking” “forward are and expectations estimates objectives, Company’s the describing Analysis and Discussion Management the in Statements Cautionary Statement strong humanresourcestructure. the in opportunities best the amongst offers industry for professional as well as and personal growth of its employees. Over the years the Company has built up a culture work oriented performance a fosters Company The Human Resources Income Particulars Profit/ (Loss)aftertax Profit/ (Loss)beforetax Depreciation Interest EBIDT A truefriend stabsyou inthefront. Creative EyeLimited On behalfoftheBoardDirectors of 31.03.2012 Chairman &Managing Director 3245.93 207.50 207.50 54.98 75.12 337.6 Creative EyeLimited Dheeraj Kumar 31.03.2011 (Rs. inlacs) (323.14) (323.14) 1436.55 (53.94) 191.21 77.99 Sd/-