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 - 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

March, Tax 31st on respectively

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year

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 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/- ANNUAL REPORT 2011- 2012 9 and Nil Nil Nil Nil Nil Company) Committee innovation (Excluding the Chairpersonships integrity, Nil Nil Nil Nil Nil (Excluding Committee Memberships the Company) efficiency, Member / Chairpersonships of 1 1 1 1 0 Other level in Pvt. Ltd. (Excluding Number of other Directorships and Committee Number of other Directorships and Committee Companies) Directorship the alternate directorships & directorship through

No Yes Yes Yes Yes Last AGM value Particulars Attendance 4 3 3 4 3 Board Meetings shareholders Not life, but good life, is to be chiefly valued. is to be chiefly but good life, Not life, E.D CMD I.N.E.D I.N.E.D I.N.E.D Category (Pursuant to Clause 49 of the Listing Agreement) 49 of the Listing (Pursuant to Clause Report on Corporate Governance on Corporate Report enhance to

committed

is

Chairman & Managing Director, E.D - Executive Director, I.N.E.D – Independent Non-Executive Director - Executive Director, E.D Chairman & Managing Director, Name of Directors

Limited Creative Eye Limited Eye Creative Mr. Dheeraj Kumar Mr. Chairman & Managing Director Mrs. Zuby Kochhar Whole-time Director Mr. M.R. Sivaraman Mr. Director Mr. Shiv S. Sharma Mr. Director Mr. T.K. Choudhary T.K. Mr. Director CMD - Corporate Philosophy on Code of Governance Corporate Philosophy values our by governed are actions Our business. our do we way the to integral is conduct corporate Responsible and principles, which are emphasized at all levels within Eye the Company. In line with this philosophy Creative Details as on date, of the composition of the Board, category of the Directors and their attendance at the Board meetings and the last Annual General Meeting, their other companies are as under: Chairmanship on the committees of Directorship in other companies and Membership and Board of Directors total of consists Board The Director. Promoter & Executive is Company the of Director Managing & Chairman The Five (5) Directors out of (2) which Two are Executive Directors and Three (3) are Independent & Non Executive Directors. The Company strongly believes that good Corporate Governance ultimately leads strength, to and the growth corporate governance and norms competitive are the foundations of procedure at the Board and levels. operational excellence in everything it does. The Company will enhance shareholders value by harmonizing the needs and at large. lenders, governments and community viz., customers, employees, interest of all its stakeholders, 10 ANNUAL REPORT 2011- 2012 Reviewing l l attendance ofeachmemberthecommit the and Committee Audit the of composition The process. Reporting Financial and Control internal Company’s attended also were Committee the Audit of meetings The Committee. the Audit of Secretary as acts Secretary Company The Committee. the Audit of meetings the to invitee permanent a is Kumar Director,Mr.Dheeraj Managing The # I.N.E.D–IndependentNon-ExecutiveDirector Meeting l The termsofreference l l l The Audit Committeeisvestedwiththenecessarypowersasfollows: the Audit Committeeare: of role and powers of features salient The 1956. Companies Act, the 292Aof Section and NSE & BSE the with Listing the the of of role 49 and Clause powers in The out set Guidelines per as are Committee Agreement Audit information andanswerthequeriesraisedbyCommitteemembers. needn NnEeuie ietr ol.Al h mmes f h Cmite ae h rlvn experience relevant the have Committee in the of members of the comprises All only. Company Directors the of Non-Executive Committee Independent Audit The Committee. Audit an constituted Directors of Board The Audit Committee and 31stJanuary, 2012. May,25th on held were Meetings Board (4) Four year the During 2011, 11th 2011,August, November,12th 2011 the Boardtotakeappropriateandinformeddecisions. enable to possible, wherever analysis, and information background in-depth by backed are items agenda major before advance in papers. agenda well comprehensive All and structured well with provided notice are members Board date. The meeting the given are members Board and time in well scheduled are meetings Board The Mr. ShivS.Sharma Mr. M.R.Sivaraman Mr. T. K.Choudhary Name oftheMembers financial on 26thSeptember, 2011. The Chairman of the Audit Committee was present at the 25th Annual General Meeting of the Company held of internalcontrolsystems. Reviews with the management, statutory auditors and internal audit system, the adequacy and the compliances Company. To itsobjectives. achieve To andexplanation; seekandobtainanyinformation To anyactivityofthe Company; investigate by matters. once the theCompany’s policies. financialandrisk management Statutory in The every Audit Audit Committeearebrieflydescribedasfollows: Auditors, quarter Committee Designation Chairman to Member Member Reality isforpeoplewho lackimagination. Internal review tee isgivenbelow: of performance the Auditors Company Category # and I.N.E.D I.N.E.D I.N.E.D of Chief is the Creative EyeLimited entrusted Company Financial with along Officer the Held Committee Meetings 4 4 4 with responsibility of the the financial Company to Attended supervise results 3 4 3 to provide of the the ANNUAL REPORT 2011- 2012 11 Nil Nil Nil held No. of shares 7140150 3901290 Total 21000 28000 21000 1797320 3598070 I.N.E.D I.N.E.D I.N.E.D Category # Nil Nil Nil 94320 188820 Employer provident fund contribution to Nil Nil fees 21000 28000 21000 Sitting Remuneration for 2011-12 (in Rs.) Remuneration for 2011-12 Nil Nil Nil Member Member Salary Chairman 1703000 3409250 Designation

All glory comes from daring to begin.

the Directors for the year ended 31st March, 2012: the Directors for the year ended 31st Director Director Director Whole-time Director Designation Chairman & Managing Director Creative Eye Limited Eye Creative Name Mr. M. R. Sivaraman Mr. Shiv S. Sharma Mr. Mr. T. K. Choudhary T. Mr. Mr. M.R. Sivaraman Mr. Shiv S. Sharma Mr. K. Choudhary T. Mr. Mrs. Zuby Kochhar Name Mr. Dheeraj Kumar Mr. Share Transfer & Investors’ Grievances Committee & Investors’ Share Transfer During the year Three (3) Share Transfer & Investors’ Grievances Committee meetings & 31.01.2012 were There 11.08.2011 respectively. 25.05.2011, is no held transfer of namely shares in on physical form. The present Grievances Committee is as follows: & Investors’ Transfer composition of the Share The Company does not have any scheme for grant of stock options. neration Committee Remuneration Board of Directors has constituted remuneration of Remuneration Directors Committee. of the The Company Committee and Agreement, to etc. is In ensure this regard, empowered compliance One of Meeting to of the the Companies approve members and 2011 May, Act, all of Members of the Remuneration 1956, committee attended Committee the meeting. Listing The was present composition held of Remuneration on 25th below: Committee is given Details of the remuneration to The Non-Executive Directors are paid sitting fees. The same is decided broadly on the basis of meetings attended attended meetings of basis the on broadly decided is same The fees. sitting paid are Directors Non-Executive The fees, sitting receiving from Apart Company. the to contribution respective their and Directors Non-Executive the by the Company with the Non-Executive Directors. there is no pecuniary transaction by Remuneration policy and details of remuneration paid Remuneration policy and details to paid Perquisites & Salary and Directors Non-Executive to fees sitting of comprises structure remuneration The by the Members. Executive Directors within the limit approved The Company Secretary of the Company acts as the Secretary of the Committee. The Company Secretary of the Company # I.N.E.D – Independent Non-Executive Director 12 ANNUAL REPORT 2011- 2012 The The CompanySecretaryoftheactsasCommittee. # I.N.E.D–IndependentNon-ExecutiveDirector

1. No requestfortransferandnodematerializationwerependingapprovalason31stMarch, 2012. the shareholders. During the year under review, all requests/ complaints were attended promptly and resolved to the satisfaction of the or / and Agents Transfer and Compliance Officerarerequiredtobeforwardedthiscommitteeforfinalsettlement. Registrar the by settled not are that complaints investor Grievances Investors’the & All TransferCommittee. Share to same the report and complaints investors and shareholders the of There 2. through postalballot. put be to requires Meeting General 26th Annual ensuing the at passed be to proposed resolutions the of None Mr. ShivS.Sharma Mr. M.R.Sivaraman Name Company Location andtimeoflastthree Annual GeneralMeetings: General BodyMeetings b) a) Disclosures 2009-2010 2008-2009 2010-2011 Year Directors non-compliance onanymatterrelatingto capitalmarkets,duringthe lastthreeyears. authority,statutory any any for or SEBI or Exchanges Stock the by Company the on imposed strictures / penalties no were Consequently,there SEBI. of guidelines and regulations the as well as Exchanges The Company has complied with all the requirements of the Listing Agreement entered into with the Stock Compliances bytheCompany Related partiestransactions Report oftheyearandsamearenotinconflictwith theinterestofCompany. the Annual in the Accounts’ to ‘Notes in 26 No. Note in disclosed are parties related with Transactions Secretary, are Road, Andheri (West), Mumbai400053 1st Floor, D. N. Nagar, Opp. Indian Oil Nagar, Link “GMS Community Centre Hall”, Sitladevi Complex, Road, Andheri (West), Mumbai400053 1st Floor, D. N. Nagar, Opp. Indian Oil Nagar, Link “GMS Community Centre Hall”, Sitladevi Complex, Road, Andheri (West), Mumbai400053 1st Floor, D. N. Nagar, Opp. Indian Oil Nagar, Link “GMS Community Centre Hall”, Sitladevi Complex, or no Management, materially being the Designation significant Chairman Compliance Member etc. Location that related may Anger is ashortmadness. Officer, have party Category # is potential I.N.E.D I.N.E.D entrusted transactions Creative EyeLimited conflict 24.09.2010 22.09.2009 26.09.2011 with Date made the with responsibility, the by Held 10.30 a.m. 10.30 a.m. 10.30 a.m. the interest 3 3 Committee Meetings Time Company of to the Resolutions look Special with Company Nil Nil into 1 Attended its the 3 3 Promoters, redressal at Postal Ballot N. A. N.A. N.A. large. ANNUAL REPORT 2011- 2012 13 and code been of have reporting developments Codes such compliance of the significant on respective affirming the confidentiality releases with press Director maintain and to compliance results Managing 26th Annual General Meeting 26th 2012 29th September, 10.30 a.m. “GMS Community Centre Hall”, D. N. Nagar, Sitladevi Complex, 1st Floor, Link Road, Opp. Indian Oil Nagar, Mumbai 400 053 Andheri (West), 2012-2013 (Tentative) Within 45 days of the end of June, 2012 2012 Within 45 days of the end of September, 2012 Within 45 days of the end of December, Within 60 days of the end of March, 2013 2013 September, 2012 29th September, 2012 to 22nd September, (both days inclusive) Bombay Stock Exchange Limited The National Stock Exchange of India Ltd Scrip Code – 532392, Scrip ID - CREATIVE Scrip Symbol - CREATIVEYE INE230B01021 of obliged by are financial signed affirmations yearly Personnel and Love does not dominate; it cultivates. annual declaration

A half-yearly Management Requisite website. and quarterly, like Company.

Directors Company’s the

Whistleblower policy Whistleblower their of conduct unethical and regulations rules, laws, of violations report may Company the of Employees immediate The supervisor. reports received from employees will be reviewed by the Audit Committee. The ensure that the whistle blowers are not subjected to any discriminatory practices. blowers are not subjected to any ensure that the whistle Code of conduct Management Senior and Members Board for Conduct of Code the down laid has Directors of Board The of made by the Directors and Senior Management of Copy the of Company. Code of conduct is available on of conduct by Board Members and senior management executives is also annexed separately in this Annual Report. Financial Calendar: Dates: Book Closure Stock Exchanges: Listing on Symbol Trading at Bombay Stock Exchange & CDSL) Demat ISIN Number (NSDL Annual General Meeting: Annual General Date: Time: Venue: Adoption of Quarterly Results Quarter Ist IInd Quarter Quarter IIIrd IVth Quarter ending 31st March, 2013 AGM for the year B. C. D. E. National Stock Exchange F. A. c) d) in the Company has been made available from time to time to the Press and has been submitted to the Stock the to submitted been has and Press the to time to time from available made been has Company the in Exchanges to enable them to put them on their web sites. The Financial Results are published in The Free The Company has its own website and all the Press Journal (English) and Navshakti (Marathi) newspapers. www. is website the of address The website. said the on displayed is Company the to relating information vital creativeeye.com. General Shareholder Information

Means of Communication Creative Eye Limited Eye Creative

4.

3. Information 14 ANNUAL REPORT 2011- 2012

J. I. G. H. and CDSL. The statusofdematerialisa NSDLdepositories two the through only form demat in mandatory is Shares Company’s in trading The Dematerialisation of equityshares in physicalformduring2011 -12andnosharetransferpendingason31stMarch,2012. in all respects. The Share Transfer Committee meets as often as required. There were no share transfers Share transfer is normally affected within one month from the date of receipt, if the documents are clear Share Transfer System Stock MarketData Registrar andTransfer Agents: M/s.KarvyComputersharePvt.Ltd. nul itn fe fr h ya 21-03 ae en ad o l te tc Ecags hr the where Exchanges Stock the all to paid been have Company’s sharesarelisted. 2012-2013 year the for fees listing Annual Month March, 2012 February, 2012 January, 2012 December, 2011 November, 2011 October, 2011 September, 2011 August, 2011 July, 2011 June, 2011 May, 2011 April, 2011 Total Capital CDSL NSDL Particulars Physical Total Shares underDemat From the errors of others, awiseman corrects hisown. From theerrorsof High Price Month’s Bombay StockExchange 5.65 6.40 5.65 5.55 5.40 5.75 5.80 6.34 6.18 6.25 6.40 6.25 Phone No.040-23312454 Banjara Hills,Hyderabad500034 Karvy House,46, Avenue 4,StreetNo.1, (Unit: CreativeEyeLimited) (BSE) In(Rs.) tion ason31stMarch,2012wasunder: No. ofShares Low Price Month’s 20058250 19922873 17711400 3.40 4.60 3.65 3.25 4.65 4.85 5.00 4.91 5.26 5.05 5.08 5.15 2211473 135377 Creative EyeLimited High Price Month’s National StockExchange 5.40 6.40 5.80 5.50 5.50 5.75 6.00 6.85 6.25 6.40 6.50 6.85 (NSE) In(Rs.) % toCapital 100.00 99.33 88.30 11.03 0.67 Low Price Month’s 3.20 4.05 3.60 3.20 4.00 4.90 5.00 4.55 5.35 4.15 4.60 4.65 ANNUAL REPORT 2011- 2012 15 4.50 4.21 3.10 1.97 1.96 4.63 11.40 68.22 100.00 Amount % of Total % of Total ging Director 0.11 0.18 6.25 57.73 35.73 100.00 Holding % Sd/- Share Amount Share Dheeraj Kumar In (Rs.) 3112070.00 4516365.00 4223260.00 1979355.00 1968380.00 4638520.00 Creative Eye Limited 11429850.00 68423450.00 100291250.00 Chairman & Mana On behalf of the Board of Directors of 6.59 3.41 1.48 0.66 0.50 0.79 0.64 85.93 100.00 % to Total Nos. % to Total [email protected] Karvy House, 46, Avenue 4, Avenue Karvy House, 46, Street No.1, Banjara Hills, Hyderabad 500 034 (Unit: Creative Eye Ltd.) M/s. Karvy Computershare Pvt. Ltd Shareholders 56 42 67 54 555 287 125 7242 8428 Registered Office of the Company Numbers Winning is not everything, but wanting to win is. Winning is not everything, 1 – 5000 5001 – 10000 10001 – 20000 20001 – 30000 30001 – 40000 40001 – 50000 50001 – 100000

100001 and Above 100001 and Total Shareholding of Nominal value of Promoters / Directors/Relatives – Indian International Investors (FIIs/NRIs/OCBs) Bodies Corporates Resident Indians Others Category of Shareholders Total

Email Id for investor’s correspondence: Email Id for investor’s Annual Report: Any query on and any other query) Distribution of Shareholdings as on 31st March, 2012 on 31st March, as of Shareholdings Distribution (For transfer/dematerialisation of Shares Shareholding Pattern as on 31st March, 2012 as Shareholding Pattern : Address for Investors Correspondence N. K. L.

M. Creative Eye Limited Eye Creative Mumbai 2012 30th May,

16 ANNUAL REPORT 2011- 2012 efficiency oreffectiveness withwhichthemanagementhasconductedaffairs oftheCompany. the nor Company the of viability future the to as assurance an neither is compliance such that state further We Exchange. Report discloses all the relevant information in accordance with Clause 49 of the Listing Agreement with the Stock Further, the report of the Directors on Corporate Governance read with the Management Discussions and Analysis ii) i) In ouropinionandtothebestofinformationaccordingexplanationsgivenus, statements oftheCompany. the of compliance the ensuring for Company the by adopted thereof, implementation and procedures to limited was The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination Exchanges inIndia. Stock Listing with the Company of the 49 of Clause Agreement in stipulated as 2012 March, 31st on ended year the for Limited, Eye Creative by Governance Corporate of conditions the of compliance the examined have We Dear Shareholders, Mumbai 400053 New LinkRoad, Andheri (West), “Kailash Plaza”,PlotNo.12-A, CREATIVE EYELIMITED The Membersof To Dated: 30thMay, 2012 Place: Mumbai conditions per therecordsmaintainedbyShareholders/InvestorGrievanceCommittee. as Company the against month one exceeding period a for pending is grievances investor no that state We the in stipulated as above-mentioned Listing Governance Agreement. Corporate of conditions with complied has Company the that certify We of the Compliance CertificateofCorporateGovernance Corporate Governance. Life isnever easyforthose who dream. It is neither an Creative EyeLimited audit nor an expression For Uttam Abuwala &Co. Firm Regn.No.:111184W of opinion Chartered Accountants CA M.B. Agarwal on M.No.109143 the

(Partner) financial Sd/- ANNUAL REPORT 2011- 2012 17 Sd/- financial generally the T. K. Choudhary T. with Company’s Creative Eye Limited Chairman, Audit Committee Audit Chairman, conformity affecting in For and on Behalf of Audit Committee of For and on Behalf of judgments presented fairly are significant and statements applied as financial The unexamined life is not worth living. life unexamined The principles Company’s the accounting that the of

believed

quality Statement of Disclosure by Audit Committee to the Shareholders Committee Audit by of Disclosure Statement statements. Audit Committee the has discussed the quality of those principles as applied and judgments referred on (1) above under the circumstances. Audit Committee and its members after initial discussions amongst themselves, invited the Chairman of the the Chairman & Managing Director and Executive Director of the Company along with the Internal Auditor to discuss the various issues Audited related Financial to Statements The of Members the of Company. the Audit Committee discussed with the Management on the various issues pertaining to Audited the Financial Statements. (3) and (2) (1), in Management with conducted discussion and review the on reliance in Committee, Audit the above, accepted accounting principles in all material respects. accepted accounting principles in all

the Audit Committee has reviewed the Audited Financial Statement of the Company and held discussions on discussions held and Company the of Statement Financial Audited the reviewed has Committee Audit the the Creative Eye Limited Eye Creative 2) 3) 4) 1) In terms of Clause 49 of the Agreement Listing regarding Corporate Governance, we the members of Audit the that; 2011-2012 Year in respect of the Financial Committee disclose To, of The Shareholders Creative Eye Limited Place: Mumbai 2012 Dated: 30th May,

18 ANNUAL REPORT 2011- 2012 We, Dated: 30thMay, 2012 Place: Mumbai Chairman &Mg.Director Dheeraj Kumar Sd/- For CreativeEyeLtd. conduct. SignificantWe changes d) ) Significant changes b) . The 4. 3. 2. . We 1. to thebestofourknowledgeandbeliefcertifythat; ) All a) The 5. b) a) c) further entered intobytheCompany, whicharefraudulent,illegalorviolatetheCompany’s code ofconduct. transactions no are there us, to provided information the and knowledge our on based certify,that also We To thebestofourknowledgeandinformation; March, 2012andallitsschedulenotesonaccounts,aswelltheCashFlowStatement. the Company’s BoardofDirectors. wherever applicable, to be applicable, to the Company’s auditors and through them to the audit committee of controls andprocedures. controls and procedures for the Company, and we have evaluated the effectiveness of the Company’s internal Dheeraj have Any fraud, which we have become aware of and that involves Management or other employees who employees have asignificantroleintheCompany’s internalcontrolsystem. other or Management involves that and of aware become have we which fraud, Any taken stepstorectifythesedeficiencies, with existingaccountingstandards,applicablelawsandregulations. compliance in are and affairs Company’s the of view fair and true a present together statements these or fact material a state to omit or contains statementthatmightbemisleading. statement untrue materially any contain not do statements these Company’s Company’s declare significant Kumar, Certification byChiefExecutiveOfficer&Financial reviewed that Chairman other other deficiencies the all board Balance certifying certifying in accountingpoliciesduring in Internalcontrolduringtheyear; & members Mg. in Sheet officers Pain istemporary. Quitting lastsforever. the officers Director Officer oftheCompany design and and and and and Profit senior or we we Sunil operation and are management have Gupta, Loss the year. responsible Creative EyeLimited disclosed, of Account internal Chief have Financial for of based controls, the establishing affirmed Company on Officer which our compliance and most of Chief Financi we for For CreativeEyeLtd. Creative are the maintaining recent year aware with

Eye Sunil Gupta the ended evaluation, al Officer and Limited, code internal have 31st Sd/- of ANNUAL REPORT 2011- 2012 19 an the with Sd/- report These March, March, give financial financial st (Partner) dealt this accounting express 31 the by to M.No.109143 on thereto. the is overall account as CA M.B.Agarwal CA with March 2012; st to the Statement whether Chartered Accountants Chartered dealt annexed Firm Regn. No. 111184W assessing Flow Notes March 2012 and also the For Uttam Abuwala &Co. For Uttam st about disqualified responsibility the date, evaluating is Cash Our as and Statement that includes the on well assurance Flow also and directors as Policies the ended audit Cash of management. Account An the year reasonable none March, 2012 from the directors of the company and st the and Loss Accounting that management, for and obtain by Company’s statements. to report Account the profit Account, of the profit for the year ended on that date; and made Significant of we audit the Loss Auditor’s Report Auditor’s Statement the financial the and Flow with the Sheet, directors, estimates It’s hard to beat a person who never gives up. hard to beat a person who never It’s in of Profit responsibility Cash perform the the together Balance and Board and significant are the the read disclosures Sheet, plan by and Account and we opinion, used

account, record Balance in the case of the Balance Sheet, of the state of affairs of the Company as at 31 in the case of the Balance Sheet, of the state of affairs statements Loss that our & on

are in agreement with the books of account; are in agreement with the books of by this report comply with the accounting standards of referred the to in sub section (3C) of section 211 Act, 1956; Companies We We have obtained all the information and explanations, which to the best of our knowledge and belief audit; were necessary for the purpose of our In our opinion, and to the best of our information and according said to the explanations given view fair to and true us, a give and the required so manner the in 1956, Act, Companies the by required information in conformity with the accounting principles generally accepted in India: i) In our opinion, proper books of account as required by law have been kept by the Company so far as books; appears from our examination of those amounts financial statements based on our audit. opinion on these financial standards Those India. in accepted generally standards auditing with accordance in audit our conducted We require statements are free of material misstatement. An audit includes examining, on test basis, evidence supporting evidence basis, test on examining, includes audit An misstatement. material of free are statements the principals Profit taken We We have audited the attached Balance Sheet of Creative Eye Limited as at 31 2012 from being appointed as a director in term of clause (g) of sub section (1) of section 274 of Companies Companies of 274 section of (1) section sub of (g) clause of term in director a as appointed being from 2012 Act, 1956. Annexure to in paragraph we report that: 3 above, Further to our comments in the a. e. b.

statement presentation. We believe that our audit provides a reasonable basis for our opinion. believe that our statement presentation. We 2003 (“the order”) issued by the central government As required by the companies (Auditor’s Report) Order, of India in term Act of 1956, section we 227(4A) annex of hereto the a Companies statement on the matters to the Company. to the extent applicable said Order, specified in paragraphs 4 and 5 of the On the basis of written representation received on 31 Creative Eye Limited Eye Creative 2. To the Shareholders of Creative Eye Limited the Shareholders of Creative To 1. d. In 5. Place : Mumbai 2012 Date : 30th May, ii) in the case of the Profit and Loss iii) the case of Cash Flow Statement, of the cash flows for the year ended on that date. in

3. 4.

c. The 20 ANNUAL REPORT 2011- 2012 ix. viii. vii. vi.

v. iv.

iii.

. Fixed b. i. us inthenormalcourseofauditandtobestourknowledgebeliefwestatethat:- by examined records and books the of basis the on and us to given explanations and information the of terms In accounts fortheyearended31stMarch,2012) . As b. As a. ii. of members the to date even of report our of 3 paragraph in to (Referred . The c. In our opinion according to the information and explanations given to us in respect of statutory and other and statutory of respect dues. in us to given explanations and information the to according opinion our In under records cost of maintenance the prescribed not section 209(1)(d)oftheCompanies Act, 1956,for anyproductsoftheCompany. has Government Central the us, to explained As nature ofitsbusiness. and Company the of size the with commensurate system audit internal an has Company the opinion, our In the Companies Act, 1956. The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of b. a. internal controlsystem. aforesaid the in weakness major correct to failure continuing any of informed been have nor across come control system commensurate with the size of the Company and nature of its business, for purchases of purchases for business, its inventory of nature and Company the internal of adequate size is the there with commensurate us, system to control given explanations and information the to according and opinion, our In b. a. c. a. at therelevanttime. prices market prevailing the to regard having reasonable are which year,prices the at made been have during party any of respect in lakhs Five Rupees of value the exceeding and 1956 Companies Act, the of 301 Section under maintained register the in entered arrangements or contracts such of pursuance in made transactions the us, to given explanations and information the to according and opinion our In Companies Act, 1956,have beensoentered. the of 301 Section under maintained register the in entered be to need that arrangements or contracts of particulars the that opinion the of are we us, to given explanations and information the to According to theCompany. applicable not Companies are the Order of 1956. the 301 Act, of (g) Accordingly,& (f) (iii) 4 paragraphs o h ifrain n epaain gvn o s te opn hs o tkn n las scrd or secured loans, any taken not has Company unsecured, the us, to given explanations and information the to Company.the According to applicable not are Order the of (d) & (c) (b), (iii) 4 Accordingly,paragraphs section 301oftheCompanies Act, 1956. According to the information and explanations given to us, the Company has not granted any loans, any granted not secured has Company the us, to given explanations and information the to According physical verification. The Company is maintaining proper records of inventory and no material discrepancies were noticed on the natureofitsbusiness. and Company the of size the to relation in adequate and reasonable opinion, our in are, management h Cmay a mitie poe rcrs hwn fl priuas nldn qatte, details quantities, including particulars full showing records and situationoffixedassets. proper maintained has Company The periodical its goingconcernstatus. our opinion,thefrequencyofsuchverificationisreasonable. Company andnatureofitsassets.Nomaterialdiscrepancieswerenoticedonsuchverification. explained per Company and Assets the or fixed verification information unsecured, from to have has assets us, companies, not been the in and Annexure tothe Auditor’s Report disposed given inventories to phased physically companies, for the to firms It’s only words... unlessthey’re true. us, off manner sale have any verified and the of firms substantial procedures other goods been which by and parties physically the and in other our management part services. of Creative EyeLimited covered opinion parties physical of verified its During fixed is covered in verification reasonable, according by the assets the the RAIE Y LIMITED EYE CREATIVE register in management course during the to of considering register the maintained inventory of the regular audit, year, during maintained we followed the programme so under have the as size to year. section neither n the on by under of affect the the of In ANNUAL REPORT 2011- 2012 21

less Sd/- is financial (Partner) which M.No.109143 CA M.B.Agarwal CA year preceding Chartered Accountants Chartered Firm Regn. No. 111184W For Uttam Abuwala &Co. Abuwala &Co. For Uttam financial the immediately of the end the during at as Lacs

Lacs March 2012 for a period of more than six months from the Rs.131.93 st 973.35 of Rs. loss of March 2012. The Company has not incurred cash losses in the current st cash losses Truthfulness so often goes with ruthlessness. so Truthfulness was there accumulated

had however

year March 2012. st

Company The Company has been regular in making payment of its income tax, wealth tax, service tax, sales tax customs duty there and were excise no duty undisputed dues amounts during the year, & MVAT), (CST payable in respect of income tax, wealth tax, service tax, sales tax (CST customs & duty MVAT), and excise duty that were outstanding, as at 31 date they became payable. date they became The Company is regular in depositing Provident Fund and Employees’ State Insurance Dues with the appropriate authorities and there were no arrears outstanding for a period of more than 6 months as at 31 financial b. a. than 50% of its net worth as on 31

year. has company the us, by examined records the and us to given explanations and information the to According other and debenture shares, of pledge of way by security of basis the on advances and loans any granted not securities. The Company is not a chit fund or a nidhi/mutual therefore fund/society, clause (xiii) of paragraph 4 of the to the Company. 2003(the Order) is not applicable Companies (Auditor’s Report) Order, According to the information and explanations given to us and the records examined by us, the Company is not dealing or trading in shares, securities, debentures and other shares investment. However the the All company has maintained. being are records proper and monitored closely is same the and shares in invested and funds have been held in its own name. Therefore the provision of clause 4 applicable to the Company. (xiv) of the Order are not has Company the us, by examined records the and us to given explanations and information the to According by others from banks or financial institutions. not given any guarantee for loans taken has Company the us, by examined records the and us to given explanations and information the to According year. not availed any term loan during the sheet balance the of examination overall an on and us to given explanations and information the to According investment term long for used been have basis term short on raised funds no that report we company, the of by company. According to the information and explanations given to us maintained register and in covered the companies or records parties any examined to shares by of allotment us, preferential the any made Company not has Act, 1956 during the year. under Section 301 of the Companies has Company the us, by examined records the and us to given explanations and information the to According year. not issued any debentures that were outstanding at any time during the has Company the us by examined records the and us to given explanations and information the to According not raised any money through a public issue during the year. Based upon the audit procedure performed and on the basis of information and explanation provided by the course the during reported or noticed been has company the by or on frauds no that report we management, of the audit. Creative Eye Limited Eye Creative

x. The Place : Mumbai Date : 30th 2012 May, xi. The company has not defaulted of any dues in payment to financial institution or banks. xii. xiii. xiv. xv. xvi. xvii. xviii. xix. xx. xxi. 22 ANNUAL REPORT 2011- 2012 Reserves &Surplus Share Capital Shareholders’ Funds EQUITY AND LIABILITIES: Particulars Notes onFinancialStatements Significant AccountingPolicies Short-term Borrowings Current Liabilities Long-term Provisions Non-Current Liabilities Total Short-term Provisions Other CurrentLiabilities Trade payables Others currentassets Short-terms Loansand Advances Total Fixed Assets Non-Current Assets ASSETS : Long-terms Loansand Advances Non-Current Investments Trade Receivable Inventories Current Assets Cash andBankBalance 30th May, 2012 Mumbai M.No. 109143 Partner CA. M.B. Agarwal Firm Regn.No.111184W Chartered Accountants For Uttam Abuwala &Co. As perourreportofevendateattached Balance Sheet There’s no next time. It’s nowornever. Note No. 1 to29 14 13 10 12 11 2 1 4 3 7 6 5 8 9 as 254,269,307 100,291,250 125,807,297 145,318,328 111,265,250 53,835,015 10,412,121 61,614,828 40,415,753 29,136,844 31,232,198 As At 31stMarch2012 at 31 st March2012 Valentina D’mello T.K. Choudhary Shiv S.Sharma M.R. Sivaraman Zuby Kochhar Dheeraj Kumar ForandonbehalfoftheBoard Amount 103,842 526,546 Creative EyeLimited Rs.

- 125,965,806 451,943,472 483,702,216 354,560,557 483,702,216 31,758,744 3,175,853 Amount Rs. CompanySecretary Director Director Director Director Chairman&ManagingDirector

100,291,250 235,001,280 174,893,150 111,578,378 39,706,714 41,367,999 31,655,592 36,716,267 28,090,942 40,926,114 As At 31stMarch2011 7,133,401 Amount 526,546 Rs. - - 335,292,530 424,828,874 387,586,061 424,828,874 87,766,229 37,242,813 1,770,115 Amount Rs. ANNUAL REPORT 2011- 2012 23 - - - - Rs. (1.61) (1.61) Amount 143,655,319 143,655,319 175,968,933 175,968,933 (32,313,614) (32,313,614) (32,313,614) (32,313,614) Rs. Amount 7,799,163 7,799,163 As at 31st March 2011 As at 31st March 15,110,095 15,110,095 14,406,569 14,406,569 19,120,906 19,120,906 10,967,162 10,967,162 123,675,133 123,675,133 128,545,224 128,545,224 - - - - Chairman & Managing Director Director Director Director Director Company Secretary Rs. 1.03 1.03 Amount Amount 20,750,030 20,750,030 20,750,030 20,750,030 324,592,579 324,592,579 303,842,549 303,842,549 Rs. Amount For and on behalf of the Board Dheeraj Kumar Zuby Kochhar M.R. Sivaraman Shiv S. Sharma Choudhary T.K. D’mello Valentina 7,511,803 7,511,803 5,497,871 5,497,871 As at 31st March 2012 As at 31st March 11,047,783 11,047,783 21,787,100 21,787,100 14,490,814 14,490,814 257,997,992 257,997,992 310,101,765 310,101,765 17 21 15 16 18 19 20 1 to 29 Note No. War is what happens when language fails.

2012 31st March ended on Year for the account Total Creative Eye Limited Eye Creative Cost of Production Deferred Tax Deferred Current Tax Current Other Expenses Revenue from Operations Other Income Financial Cost Depreciation & Loss Profit Mumbai 2012 30th May, CA. M. B. Agarwal CA. M. B. Partner M.No. 109143 Uttam Abuwala & Co. For Uttam Accountants Chartered Firm Regn. No. 111184W As per our report of even date attached EXPENDITURE : Employee Benefits Expense

Particulars Basic and diluted earnings per share of Rs. 5/- each Profit After Tax After Profit Accounting Policies Significant Notes on Financial Statements

Tax Expenses Tax Profit Before Tax Profit Before

INCOME :

24 ANNUAL REPORT 2011- 2012 30th May, 2012 Mumbai M.No. 109143 Partner CA. M.B. Agarwal Firm Regn.No.111184W Chartered Accountants For Uttam Abuwala &Co. As perourreportofevendateattached Particulars A. C. B. Net CashFlowFromOperating Activites-(A) Income Tax -Received(Paid) Operating Profit AfterW/CChanges Increase (Decrease)inShort Term Provision Increase (Decrease)inLong Term Provision Increase (Decrease)inShort Term Loans& Advances Increase (Decrease)in Trade Payables Decrease (Increase)inOtherCurrent Assets Decrease (Increase)inShort Term Loans& Advances Decrease (Increase)in Trade Receivable Decrease (Increase)inInventories Operating ProfitBeforeW/CChanges Adjustment forGratuityfromOpeningReservesandSurplus Interest &DividendReceived Loss/ (Profit)onsaleofInvestment/MutualFunds Loss/ (Profit)onsaleofFixed Depreciation Adjustments for:- Net ProfitBefore Tax Cash FlowFromOperating Activities Net CashFlowFromFinancing Activities-(C) Proceeds fromLoanFund Cash FlowFromFinancing Activities Net CashFlowFromInvesting Activities-(B) Interest &DividendReceived (Loss) /ProfitonsaleofInvestment/MutualFunds Change inInvestments/SaleofMutualFunds Sale ofFixed Assets Purchases ofFixed Assets Cash FlowFromInvesting Activities Closing CashandcashEquivalents Add: op.BalanceofcashandEquivalents Net IncreaseinCashandcashEquivalents(A+B+C) Success is10percentinspiration and 90 percentperspiration. Assets CASH FLOWSTATEMENT Valentina D’mello T.K. Choudhary Shiv S.Sharma M.R. Sivaraman Zuby Kochhar Dheeraj Kumar ForandonbehalfoftheBoard Creative EyeLimited CompanySecretary Director Director Director Director Chairman&ManagingDirector March 31,2012 Current year (29,424,833) (97,716,355) (12,231,137) (25,172,320) 111,578,378 111,265,250 (1,733,764) (1,482,003) 29,574,822 12,801,805 20,750,030 12,908,902 12,231,137 12,908,902 21,908,114 11,950,290 4,252,512 1,405,738 3,278,719 5,497,871 (940,847) (313,128) 103,842 952,246 267,044 660,000 (Rs.) - - - March31,2011 Previous year (12,024,262) (19,623,888) (65,382,615) (27,246,813) (32,313,614) (13,442,100) (37,729,118) (37,729,118) 111,578,378 35,439,888 19,630,772 75,536,823 19,120,906 13,442,100 30,000,000 29,883,547 44,197,039 23,415,626 81,694,831 5,394,675 (476,512) (705,939) (21,000) 143,296 705,939 93,934 70,000 (Rs.) - - ANNUAL REPORT 2011- 2012 25 Uttam Abuwala & Co. For Uttam Accountants Chartered Firm Regn. No. 111184W Agarwal CA. M. B. Partner M.No. 109143

Auditor’s Certificate Auditor’s Do not look where you fell, but where you slipped. Do not look where you fell, Creative Eye Limited Eye Creative Mumbai 2012 30th May, financial Eye Limited derived from the audited Cash Flow Statement of Creative have verified the above We accordance therewith found the same to be drawn in year ended 31st March, 2012 and statements for the Exchange. Agreement with Stock 32 of the Listing of the amended Clause and also the requirements 26 ANNUAL REPORT 2011- 2012 DefinedContributionPlan:- i. PostEmploymentBenefits: b. DefinedBenefitsPlan:- ii. . Adjusted i. Short Short a. 6. 4. 3. 5.

2. 1. Fixed Assets: Basis ofPresentation: Retirement Benefits: b. Hindi completed T.progress, in Tradein Stock work include of rights V.of value usage and cost at valued content Inventories: isaccountedoncashbasis. Investments arestatedatcost.Dividendon Investments: a. Foreign CurrencyTransactions, Forwardcontracts&Derivatives: cannot beestimated. b. b. a. a. which therelevantserviceisrendered. are monetary of settlement items are:- on arise that differences Exchange transaction. of date the the using currency,at reporting rate exchange the in recognition initial on recorded are transactions currency Foreign ii. Rupee. oftheCompanyisIndian The reportingcurrency and incidentalcostincurredtobringtheassetsitsuse. Fixed Assets are stated at cost less accumulated depreciation. The cost of assets includes direct/indirect Examples date that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities assumptions as at the and estimates make to management requires GAAP under accounts of preparation The Fixed Assets arestatedatthecostnetoftax/duty creditavailed,ifany. the with compliance in and in (GAAP) convention, Policies cost Accounting StandardsreferredtoinSection211 Accounting (3C)andotherprovisionsoftheCompanies historical Act, 1956. Accepted the Generally following the basis with accrual accordance on accounts its maintains Company The doubtful current andfutureperiods. the in prospectively recognized are estimates accounting to revisions Any estimates. these from differ feature recognized 1952, In accordance with the provisions of Employees Provident Funds and Miscellaneous Provisions Act, Profit &Loss to charged is Fund Pension Family and Fund Provident towards contribution Company The fund. Gratuity liability has been provided on the basis of Actuarial Valuation done by the independent the by actuary.done Valuation Actuarial of basis the on provided been has liability Gratuity The abovetreatmentisinaccordancewith AS –11 (Revised) issuedbyICAI. Recognized asincomeorexpenseintheperiodwhichtheyariseothercases. differences relate. of Term Term Benefits: Employee the debts/advances, films of eligible Employee financial such and in as the Account. SIGNIFICANT ACCOUNTING POLICIES residual employees estimates an cost statements Benefits expenses If youdonotconquer self, you willbeconquered by self. If of future right fixed include of include of obligation and at the assets films, the Company the the salaries, undiscounted as specifically useful reported in certified respect are lives wages, amounts entitled by financed Creative EyeLimited of of amount the fixed bonus, retirement management. to of assets by receive in revenues exgratia, the the benefit and profit borrowings benefits

leave However, Net Realisable value and intangible plans, & loss expenses salary with to etc. account assets, which respect Actual etc., during the and of provision to result the exchange provident the the year same could year. for in ANNUAL REPORT 2011- 2012 27 of its which for balance provided outflow is on ready an against as year are that the enacted available assets during be possible such will not assets is it to when substantively income or when date additions the taxable on event, enacted to

up future past laws a and from Depreciation sufficient capitalized rates flat. that tax arising are with borrowing of funds to the extent related/attributed to the acquisition/ the to related/attributed extent the to funds of borrowing with office the on asset The starting point of starting The is desire. all achievement evidence using obligation fixed except qualified present 1956 convincing resources will be required to settle the obligation; is qualifying Act, by tax Reimbursements by another party, expected a in provision, is respect recognized when of it expenditure is virtually required certain obligation is settled. that to reimbursement will settle be received if Contingent liability is disclosed in the case of :- of tion Assets on has Fixed been provided on Straight Line Method as prescribed in Schedule XIV of the amount of the obligation can be reliably estimated: i. ii. Contingent assets are neither disclosed nor recognized. each balance sheet date. Provisions, contingent liabilities and contingent assets are reviewed at

Sales and Services are stated at net of agency commission, if any. are stated at net of agency commission, Sales and Services In respect of sponsored programs, revenue is recognizedIn respect of sponsored date of telecast, if any. as on In respect of commissioned programs, revenue isIn respect of commissioned delivery. recognized as on date of Interest income is accounted on accrual basis. Interest income is Tax on Tax income for the current period is determined on the basis of estimated taxable income and tax credits computed in accordance with the provisions of the expected outcome of assessments/appeals. Income Act, Tax 1961 and based on the Deferred tax is recognized, subject to the consideration of prudence in respect of deferred tax assets, on assets, tax deferred of respect in prudence of consideration the to subject recognized, is tax Deferred timing differences, being the difference between taxable income & accounting income that originate in in one or more subsequent periods. one period and are capable of reversal such deferred tax assets can be realized. Deferred tax assets are recognized & carried forward only to the extent that there is reasonable certainty reasonable is there that extent the to only forward carried & recognized are assets tax Deferred supported sheet date. AS – 22 issued by ICAI. The above treatment is in accordance with the company has a present obligation as a result of past event: (2) (3) (4)

Companies a. a b. a possible obligation, unless the probability of outflow of resources is remote. Depreciation: Deprecia the a. on pro-rata basis. Brands are amortized over a period of 10 years. Brands are amortized over a period on pro-rata basis. b. c. d. Taxes on Income: Taxes a. b. c. Events occurring after the balance sheet date : Events occurring after the balance Events occurring after the date of balance sheet, where material, are considered up to the date of approval of the accounts by the Board of Directors. liabilities & Contingent assets: Provisions, Contingent estimation, of degree substantial a using by only measured be can that liabilities for recognized are Provisions if a. Borrowing Cost : Borrowing connection in cost other and Interest construction intended use and other borrowing cost are charged to profit and loss account.

Revenue Recognition: Creative Eye Limited Eye Creative

7.

8.

The above treatment is in accordance with AS – 9 issued by ICAI. AS – 9 issued with The above treatment is in accordance 9.

d. Deferred 11. 10. (1) of resources is expected to settle the obligation: and a probable outflow

12. 28 ANNUAL REPORT 2011- 2012 2,20,00,000 EquitySharesofRs.5/-each Authorised ShareCapital: 1. As perlastBalanceSheet General Reserve Add:- Profit/(Loss)forthe As perlastBalanceSheet Profit &Loss Account 2,00,58,250 EquitySharesofRs.5/-each Paid upcapital: As perlastBalanceSheet Securities PremiumReserve 2. 2,00,58,250 EquitySharesofRs.5/-each Issued &SubscribedCapital: Issued SubscribedandPaidupcapital: 1.2. 1.1. Less:-Increase inliabilitydueto transitiontoRevised AS-15 90,00,000 Un-classifiedsharesoffacevalueRs.10/-each Particulars Name oftheShareholder Mrs. ZubyKochhar Mr. DheerajKumarKochhar SHARE CAPITAL RESERVES : AND SURPLUS NOTES FORMINGPART OF THEBALANCESHEET AND PROFIT AND The details of Shareholders holdingmorethan5%shares: The detailsofShareholders of holder equity sharesisentitledtoonevotepershare. Each share. per 5/- Rs. of value par a having shares equity of class one only has company The LOSS ACCOUNT FORTHE YEAR ENDEDON31stMARCH2012 Year They wonthewar butlostthepeace. No.ofshares (116,603,210) (1,482,003) As at31stMarch,2012 7,140,150 3,901,290 20,750,030 As at31 Amount Creative EyeLimited Rs. st (97,335,183) 100,291,250 340,104,490 100,291,250 200,000,000 254,269,307 100,291,250 110,000,000 March2012 90,000,000 11,500,000 %held Amount 35.59 19.45 Rs. No.ofshares (32,313,614) (84,289,596) As at31stMarch,2011 7,104,150 3,879,913 As at31 Amount Rs. - st (116,603,210) March2011 100,291,250 340,104,490 100,291,250 200,000,000 235,001,280 100,291,250 110,000,000 90,000,000 11,500,000 %held Amount 35.59 19.34 Rs. ANNUAL REPORT 2011- 2012 29 - - Rs. Amount registered 1,770,115 1,770,115 7,133,401 7,133,401 40,926,114 40,926,114 39,706,714 39,706,714 87,766,229 87,766,229 are - - - - they Rs. 20,000 20,000 that Amount 255,588 255,588 7,113,401 7,113,401 As at 31st March 2011 As at 31st March 39,706,714 39,706,714 40,670,526 40,670,526 confirmed Rs. Amount 103,842 103,842 have 3,175,853 3,175,853 61,614,828 61,614,828 10,412,121 10,412,121 53,835,015 53,835,015 125,965,806 125,965,806 - - creditors Rs. the 20,000 20,000 96,856 96,856 Amount 103,842 103,842 of As at 31st March 2012 As at 31st March 61,614,828 61,614,828 10,392,121 53,738,159 53,738,159 none Company, the The hand that turneth the knob, opens the door. that turneth the knob, hand The with available information

per

under the Micro, Small & Medium Enterprises Development Act, 2006. Accordingly, disclosure as required by required as disclosure Accordingly, 2006. Act, Development Enterprises Medium & Small Micro, the under Act is made on that basis. the said Vehicle loan availed from Kotak Mahindra Prime Ltd against hypothecation of the vehicle. Vehicle Cash Credit Limit / facility availed from Oriental bank hypothecation of of trade receivable commerce and personal guarantee for of Managing Director working and Executive Director capital of purpose against the company. OTHERS CURRENT LIABILITIES : TRADE PAYABLES : TRADE PAYABLES SHORT TERM PROVISIONS : SHORT TERM PROVISIONS SHORT TERM BORROWINGS : SHORT TERM BORROWINGS

LONG TERM PROVISIONS : LONG TERM PROVISIONS Creative Eye Limited Eye Creative Other Current Liability* Security Deposit 6. Micro, Small and Medium Enterprises Micro, Small and Medium Enterprises 5. 4.2. 4.1. 5.1. As Others Provision for Employee Benefits 7. *Includes statutory dues and advance from customers. Particulars Secured Loan Vehicle 4. Cash Credit Limit / Facility Benefits Provision for Employee 3. 30 ANNUAL REPORT 2011- 2012

8. FIXED ASSETS

Asset Gross Block Depreciation Net Block

Sr. Particulars Rate of As on Addition Sale Total Up to DepreciationDeduction Total W.D.V. W.D.V. No. Depre- 01.04.11 During During the As on 31.03.11 During the During Depreciation As on As on ciation the year 31.03.12 year the 31.03.12 31.03.12 31.03.11 year year

% Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.

TANGIBLE ASSETS People with narrowminds usually have largemouths. 1 OFFICE BUILDING 1.63 20,050,076 - - 20,050,076 3,739,084 327,712 - 4,066,796 15,983,280 16,310,992

2 OFFICE FLAT - 459,701 - - 459,701 - - - - 459,701 459,701

3 PLANT & MACHINERY 7.07 56,824,557 - - 56,824,557 40,734,720 4,028,503 - 44,763,223 12,061,334 16,089,837

4 MOTOR CARS 9.50 7,349,001 940,847 2,193,509 6,096,339 5,897,716 634,022 1,266,465 5,265,273 831,066 1,451,285

5 FURNITURE & FITTINGS 6.33 7,943,816 - - 7,943,816 5,557,939 504,221 - 6,062,160 1,881,656 2,385,877

6 COMPUTERS 16.21 4,644,431 - - 4,644,431 4,625,856 3,413 - 4,629,269 15,162 18,575 Creative EyeLimited

7 FIRE EXTINGUISHER 16.21 69,420 - - 69,420 69,420 - - 69,420 - -

TOTAL (A) 97,341,002 940,847 2,193,509 96,088,340 60,624,735 5,497,871 1,266,465 64,856,141 31,232,198 36,716,267

PREViOUS YEAR (a) 98,350,694 21,000 1,030,692 97,341,002 42,370,587 19,120,906 866,758 60,624,734 36,716,267 55,980,107

INTANGIBLE ASSETS

8 BRANDS 10.00 135,000,180 - - 135,000,180 135,000,180 - - 135,000,180 - -

TOTAL (B) 135,000,180 - - 135,000,180 135,000,180 - - 135,000,180 - -

PREViOUS YEAR (b) 135,000,180 - - 135,000,180 135,000,180 - - 135,000,180 - -

TOTAL (A+B) 232,341,182 940,847 2,193,509 231,088,520 195,624,915 5,497,871 1,266,465 199,856,321 31,232,198 36,716,267

PREViOUS YEAR (a+b) 233,350,874 21,000 1,030,692 232,341,182 177,370,767 19,120,906 866,758 195,624,914 36,716,267 55,980,107 ANNUAL REPORT 2011- 2012 31 ------3,000 3,000 6,000 6,000 58,602 58,602 16,600 35,000 35,000 82,400 19,744 19,744 39,200 39,200 66,000 66,000 50,000 50,000 50,000 50,000 426,546 426,546 100,000 100,000 Amount 100,000 100,000 Amount 4,777,142 4,777,142 4,777,142 4,777,142 Book value Book value 31.03.2011 31.03.2011 - - 30 30 20 20 100 100 800 800 400 200 200 672 300 300 2,490 2,490 1,000 1,000 5,000 5,000 5,000 5,000 1,028 1,028 1,350 1,350 2,728 2,728 1,100 1,100 Previous Year Previous Previous Year Year Previous 10,000 10,000 Holding Holding Market Value As on As on Market Value 4,609,295 4,609,295 4,609,295 4,609,295 31.03.2012 ------3,000 3,000 6,000 6,000 58,602 58,602 16,600 35,000 35,000 82,400 50,000 50,000 50,000 50,000 19,744 19,744 39,200 39,200 66,000 66,000 526,546 526,546 426,546 426,546 100,000 426,546 426,546 100,000 100,000 100,000 Amount Amount 31.03.2011 31.03.2011 Book value Book value 30 30 20 20 800 800 100 400 400 672 200 200 300 2,490 2,490 1,000 1,000 5,000 5,000 5,000 5,000 1,028 1,028 1,350 1,350 2,728 2,728 1,100 1,100 Current Year Current Current Year Year Current 10,000 10,000 Holding Holding 426,546 426,546 100,000 526,546 526,546 Book Value As on Book Value 31.03.2012 2 1 1 10 10 10 10 10 10 10 10 10 10 10 10 10 10 Face Face Value Value Value Don’t go through life, grow through life. grow go through life, Don’t

Ambuja Cement Ltd. Reliance Industries Ltd. Reliance Infrastructure Ltd.* Reliance Power Ltd. * NON-CURRENT : INVESTMENTS Brahma Steyr Tractors Ltd. Tractors Brahma Steyr Reliance Capital Ltd. * Ltd.* Reliance Communication Ventures S. Kumars Nationwide Ltd. Glaxo Smithkline Pharma Ltd. Software Mart India Ltd. Brand House Retails Ltd. * De Nora India Ltd. Godrej Consumer Products Ltd. Godrej Industries Ltd. Selan Exploration Technology Ltd. Technology Selan Exploration Oriental Bank of Commerce Ltd.

GIVO Ltd. Creative Eye Limited Eye Creative F) Aggregate amount of quoted Investment Aggregate amount of unquoted Investment A) D) E) Particulars QUOTED EQUITY SHARES (OTHER THAN TRADE) FULLY PAID UNLESS OTHERWISE STATED : STATED UNLESS OTHERWISE PAID FULLY SHARES (OTHER THAN TRADE) QUOTED EQUITY (Long-term Investments) 9. A) Particulars UN QUOTED EQUITY SHARES (OTHER THAN TRADE) FULLY PAID UNLESS OTHERWISE STATED : STATED UNLESS OTHERWISE PAID SHARES (OTHER THAN TRADE) FULLY UN QUOTED EQUITY Note- * The marked shares have been alloted in lieu of merger/demerger of the related company and hence the The marked shares have been alloted Note- * cost of acquisition is NIL. B) C) G) I) B) H) J) K) L) M) N) O) 32 ANNUAL REPORT 2011- 2012 Others Interest Accrued onFDRs Others Prepaid Expenses CENVAT Creditreceivable Deposits Depositaccount Currentaccount Balance withScheduledBanksin: Income Tax paid(netof provisionsand TDS) 14. (Unsecured andconsidergood) 13. Loans andadvancestoRelatedParties(RefernoteNo.26) Particulars Less:- Service Tax /VAT Sales 15. Cash inhand 12. Others Over SixMonths 11. Stock in Trade (As Valued andCertifiedbytheManagement) 10. OTHERS CURRENT ASSETS SHORT TERMLOANS AND ADVANCES REVENUE FROMOPERATIONS CASH AND BANKBALANCE TRADE RECEIVABLES INVENTORIES No one finds life worthliving; hemustmake itworthliving. 110,075,000 341,647,556 120,468,973 31,545,791 24,650,308 37,151,296 As at31stMarch2012 3,882,513 1,140,619 5,338,324 2,119,525 Amount 179,883 794,932 424,140 350,000 49,631 Creative EyeLimited Rs.

451,943,472 111,265,250 310,101,765 125,807,297 145,318,328 40,415,753 29,136,844 Amount Rs.

141,237,811 110,075,000 12,692,587 28,902,820 15,569,860 37,594,824 12,521,082 As at31stMarch2011 2,610,983 1,968,252 1,454,923 1,494,346 135,789 350,000 Amount 9,032 6,000 Rs. 387,586,061 111,578,378 128,545,224 174,893,150 31,655,592 28,090,942 41,367,999 Amount Rs.

ANNUAL REPORT 2011- 2012 33

Rs. Standard Amount 962,056 962,056 705,939 705,939 584,738 584,738 188,005 188,005 951,751 951,751 6,361,325 6,361,325 5,733,601 5,733,601 1,347,174 9,242,668 9,242,668 entitlement 15,110,095 15,110,095 19,630,772 19,630,772 10,967,162 10,967,162 104,044,361 104,044,361 123,675,133 123,675,133 benefit Rs. Accounting 24,000 24,000 10,072 Amount 927,984 927,984 the As at 31st March 2011 As at 31st March in employee

- - of Rs. defined unit 61,020 61,020 82,633 82,633 as Amount 578,346 578,346 1,759,573 1,759,573 2,259,677 2,259,677 9,318,500 9,318,500 1,068,304 1,068,304 11,047,783 11,047,783 10,410,544 10,410,544 29,574,822 29,574,822 14,490,814 14,490,814 257,997,992 257,997,992 228,423,170 228,423,170 additional Rs. to disclosures 4,862 4,862 15,000 15,000 rise Amount

the 2,239,815 2,239,815 As at 31st March 2012 As at 31st March giving as benefits”, service Leaders are not born, they’re made. Leaders are not born, they’re of “Employee 15 period each Standard recognises

Accounting

which per are given below : OTHER INCOME EMPLOYEE BENEFITS EXPENSE EMPLOYEE BENEFITS

COST OF PRODUCTION COST OF Creative Eye Limited Eye Creative and measures each unit separately to build up the final obligation. From Others Interest From Bank on FDRs 16. (Increase) / Decrease in Inventories (Increase) / Decrease in Inventories Salaries and Wages 18. Dividend From Long term Investment Net gain on Sale of Investment From Long term Investment Others- Rent Royalty Amount / Balance written back Sundry Particulars Cost incurred during the year 17. 18.1 As Defined benefits plan: The present value of obligation is determined based Method, on actuarial valuation using the Projected Unit Credit Contribution to Providend Fund and Other Fund Gratuity Staff Welfare Staff 34 ANNUAL REPORT 2011- 2012 Present valueofobligation Fair valueofPlanassets III. Actual returnonplanassets Fair valueofPlanassetsatyearend Benefits paid Employer contribution Actuarial gain/(loss) Expected returnonplanassets Fair valueofPlanassetsatbeginningyear II. of thecurrentyearbeingdifference onaccountoftransition totheRevised AS -15 surplus and reserves revenue of balance opening the in adjusted is which 14,82,003 Rs of amount an *Includes Defined Benefitobligationatyearend Benefits paid Actuarial (gain)/loss Interest Cost Current ServiceCost Defined Benefitobligationatbeginningofyear The date fortheestimatedterm oftheobligations. The discount rate is based on the prevailing market yields of Indian government securities as at the balance sheet Rate ofescalationinsalary (perannum) Expected rateofreturnonplanassets Discount rate(perannum) Mortallity table(LIC) VI. Actual returnonplanassets Acturial gains/(losses) Expected returnonplanassets V. Expense chargedtoprofit&lossa/c Actuarial gains/(losses) Expected returnonplanassets Interest cost Current servicecost IV. of thecurrentyearbeingdifference onaccountoftransitiontotheRevised AS -15 * Includes an amount of Rs 14,82,003 which is adjusted in the opening balance of revenue reserves and surplus Amount recognisedinBalanceSheet I. promotion and otherrelevantfactorsincluding supplyanddemand intheemploymentmarket. Reconciliation offairvalue ofassetsandobligations Reconciliation ofopening andclosingbalancesoffair valueofPlan Assets Actuarial assumptions Return on plan assets Expense recognisedinthe profitandlossaccount Reconciliation ofopening andclosingbalanceofDefined BenefitObligation estimates of rate of escalation He knows thewaterbest whohaswaded throughit. in salary considered in Fortheyear2011-12 actuarial Creative EyeLimited valuation, 3,279,695 3,279,695 3,279,695 3,252,118 (334,905) (334,905) (53,533) (53,533) 1994-96 269,787 146,228 269,787 146,228 53,533 81,110 8.50% take 7% 0% ------into Fortheyear2010-11 account inflation, * * 3,252,118 3,252,118 3,252,118 1994-96 seniority, 8.50% 7% 0% ------ANNUAL REPORT 2011- 2012 35 Rs. 11,433 11,433 58,720 58,720 86,802 86,802 66,514 66,514 20,949 20,949 77,176 77,176 75,000 75,000 93,934 93,934 99,975 99,975 93,268 93,268 406,400 406,400 104,000 104,000 300,000 300,000 770,400 770,400 121,366 121,366 320,000 255,065 255,065 150,000 150,000 284,470 284,470 372,289 372,289 434,203 434,203 450,000 450,000 Amount 7,740,443 7,740,443 1,845,333 1,845,333 7,799,163 7,799,163 1,023,126 1,023,126 2,096,960 2,096,960 1,042,074 1,042,074 1,212,991 1,212,991 3,042,841 3,042,841 14,406,569 14,406,569 19,120,906 19,120,906 Rs. 20,000 20,000 84,000 84,000 As at 31st March 2011 As at 31st March Amount Amount - - Rs. 22,308 22,308 96,100 96,100 15,509 15,509 91,754 91,754 77,888 77,888 97,500 97,500 92,712 92,712 253,111 253,111 411,667 411,667 207,119 207,119 200,000 200,000 370,434 370,434 150,062 150,062 100,000 100,000 310,656 310,656 381,985 381,985 510,604 510,604 413,348 413,348 267,044 267,044 125,482 125,482 300,000 300,000 Amount Amount 7,511,803 7,511,803 7,489,495 7,489,495 2,715,682 2,715,682 1,213,097 1,213,097 5,497,871 5,497,871 1,489,072 1,489,072 1,465,038 1,465,038 1,906,606 1,906,606 8,824,630 8,824,630 21,787,100 21,787,100 Rs. 26,100 26,100 70,000 70,000 Amount As at 31st March 2012 As at 31st March It is never too late to be what you might have been. is never It

DEPRECIATION AND AMORTISATION EXPENSE AMORTISATION AND DEPRECIATION

OTHER EXPENSES : Creative Eye Limited Eye Creative 19. FINANCE COSTS Interest - Cash Credit Interest - Vehicles Repairs & Maintenance Security charges 21.1 - Auditors’ Remuneration : Remuneration Auditors’ 21.1 - Audit Fees Electricity Expenses Depreciation 20. 21. Rent Particulars Legal & Professional Charges Books & Periodicals Advertising & Publicity Expenses Bank Charges & Stamp Expenses Telegram Postage, Other Services Travelling Expenses Travelling Conveyance Printing & Stationery Insurance Charges Marketing & Consultancy Charges Taxes Fees & (Excluding Service Tax) (Excluding Service Membership Fees & Subscription Telephone Expenses Telephone Depository Expenses Meeting Fees Expenses Listing Fees Registrar Expenses Other Expenses Loss on Sale of Car Information & Technology Information & Auditors - Remuneration 36 ANNUAL REPORT 2011- 2012 Particulars KeyManagementPersonnel a) Relationship: Related partydisclosureasrequiredby AS -18issuedby theInstituteofChartered Accountants of India. 26. Relatedpartydisclosure: Nominal valueofshare(Rs.) Diluted earningpershare Profit 25. 6/7 BlueDiamondatJuhu Tara Road,Mumbai 24. There isnoexpenditureandearningsinforeigncurrencyduringtheyear. 23. thereon whichispresentlynotquanitifiable interest excluding count this on liability minimum the is disclosed amount The process. under is matter the into The National Broadcaster claimed a sum of Rs. 1408.00 lacs which is under dispute. The arbitration proceedings acknowledged asDebt b. a. 22. Basic earningpershare outstanding Weighted averagenumberofEquityShares Mr. T.K. Choudhary Mr. M.R.Sivaraman Mr. ShivS.Sharma Other Directors Mrs. ZubyKochhar Mr. DheerajKumar Earning pershare The followingPremisesareyettobetransferredinthenameofCompany: Expenditure /EarningsinForeignCurrency: Claim againstthecompanynot Bank GuaranteesOutstanding Contingent Liabilities: After Tax (Rs.‘000) Change your thoughtsand youchange yourworld. Non Executive Director Non ExecutiveDirector Non ExecutiveDirector Executive Director Chairman &ManagingDirector As at31stMarch2012 Amount Creative EyeLimited Rs. 140,800,000 20,058,250 Amount 300,000 20,750 1.03 1.03 Rs. 5 Amount As at31stMarch2011 Rs. 140,800,000 20,058,250 Amount (32,314) 300,000 (1.61) (1.61) Rs. 5 ANNUAL REPORT 2011- 2012 37 of of time 524,500 524,500 262,000 262,000 350,000 350,000 31/03/2012 . the account Outstanding at Balance as on on - debts adjusted the Year Year the / 3,409,250 3,409,250 1,703,000 1,703,000 bad Paid during as - reflected off Chairman & Managing Director Director Director Director Director Company Secretary be 3,409,250 3,409,250 1,703,000 1,703,000 written shall year 2011-12 year 2011-12 Remuneration payable for the been account has 524,500 524,500 262,000 262,000 350,000 350,000 01/04/2011 For and on behalf of the Board Dheeraj Kumar Zuby Kochhar M.R. Sivaraman Shiv S. Sharma Choudhary T.K. D’mello Valentina Balance as on respective the in Rs.78,87,008/- of implication amount an Behind every successful man there’s a lot of unsuccessful years. successful man there’s Behind every financial year / financial accounting

the

final Arbitration proceeding with National Broadcaster (Doordarshan) Arbitration proceeding with National Others Short Term Loans & Advances includes Rs.1,34,78,831/- Rs.3,34,78,831/-, towards Rs.2,00,00,000/- paid cost to of PBBCI Corporation and of India acquisition / The Directorate General, Doordarshan, and Receivable Trade includes Rs.3,00,000/-, of programmes acquired Corporation of India respectively. receivable from Prasar Bharati Broadcasting by Prasar Bharti Broadcasting As per the order of the Hon’bleCompany arbitrator, will pay an amount of Rs. 2,00,00,000/- to Prasar Bharti Broadcasting Corporation of India (PBBCI). And payable, programmes of acquisition of cost and company the of library also existing the from programmes acquire PBBCI/The PBBCI by kind Directorate in received amount as General, treated / credited / Doordarshan adjusted be shall but will CEL to directly paid be not shall behalf of Creative Eye Limited. The Directorate General, Doordarshan on / Transactions with related parties are furnished below : below parties are furnished with related Transactions Director’s Remuneration Dheeraj Kumar Mr. Amounts Written Off/ Written Back: - Off/ Written Amounts Written final outcome of the arbitration proceedings. Mrs. Zuby Kochhar Advance Outstanding (Pvt.) Ltd.) Animation Factory India (Creative FX and

Advances and Trade Receivables which became irrecoverable in spite of best efforts for recovery. for recovery. in spite of best efforts Receivables which became irrecoverable Trade Advances and written back as it became no longer payable. An amount of Rs.22,39,815/- has been wherever necessary Figures of previous year have been regrouped/ reclasified/ rearranged Creative Eye Limited Eye Creative (i) Mumbai 2012 30th May, CA. M. B. Agarwal CA. M. B. Partner M.No. 109143 Uttam Abuwala & Co. For Uttam Accountants Chartered Firm Regn. No. 111184W As per our report of even date attached 27. The b) sitting fees @ Rs. 7,000/- per Meeting Fees Non Executive Directors the sitting fees @ Rs. 7,000/- per Meeting Note : The Company has paid to its

During 28. (ii) 29. 38 ANNUAL REPORT 2011- 2012 III. II. IV. I. ProfitBefore (AsPerMonetary Terms) V. Total Liabilities Position ofMobilisationandDevelopmentFund(AmountInRs.Thousands) Paid upCapital Sources ofFunds Equity ShareCapital Capital RaisedDuringThe Year (AmountInRs.Thousand) Turnover Performance oftheCompany(AmountinRs.Thousands) Accumulated Losses Net Current Assets Net Fixed Assets Application ofFunds Secured Loans Balance SheetDate: Registration No.: Registration Details Generic NamesofthreePrincipalProducts/Services oftheCompany: Earning PerShareinRs. Advertisement & Television Production Product Description Tax BALANCE SHEET ABSTRACTS AND COMPANY’S 3 1 GENERAL BUSINESSPROFILE 1 2 4 1 3 3 Don’t wait. The timewillnever bejust right. - 5 8 0 2 9 7 3 5 2 0 7 3 0 4 7 9 1 3 0 1 N 3 2 7 2 5 3 8 2 8 7 . - 1 0 9 9 3 1 3 3 5 0 I 2 2 1 3 5 3 2 5 0 3 L 0 1 2 Creative EyeLimited Total Assets Share Premium Reserves &Surplus State Code: Total Expenditure Deffered Tax Assets Investments Unsecured Loans Profit Dividend Rate% ItemCode After - Tax

1 1 4 2 3 8 5 0 2 3 4 3 0 n n n n 7 5 2 8 7 0 2 6 4 5 i i i i 2 7 9 3 0 l l l l CREATIVE EYE LIMITED Registered Office: “Kailash Plaza”, Plot No.12-A, New Link Road, Andheri (W), Mumbai 400 053. PROXY FORM Annual General Meeting 2011-2012

Folio No………………………………. DP ID No………………………… Client ID ……………………..

I/We,…………...... ……………………………………………………………………………………………………………of ……………….in the district of …………………. being a member/ members of the above named Company hereby appoint Mr./Ms./Kum……………………………………………………………………………………………………….. in the district of ………………………………………………………………… as my / our Proxy to attend and vote for me/ us on my/ our behalf at the 26th Annual General Meeting of the Company to be held at “GMS Community Centre Hall”, Sitladevi Complex, 1st Floor, D. N. Nagar, Opp. Indian Oil Nagar, Link Road, Andheri (West), Mumbai 400 053 on Saturday, the 29th September, 2012 at 10.30 a.m. and at any adjournment thereof .

Signed this ……………day of ……………………………………………………………………………………………………... ,2012

Address ………………………………………………………………………………………………………………………………………

………….…………………………………………… Affix Re.1 Revenue Member’s Signature………………………………. Stamp

Note: The Proxy form duly completed must be deposited at the Registered Office of the Company not less than 48 hours before the time for holding the Meeting. A proxy need not be a member.

CREATIVE EYE LIMITED Registered Office: “Kailash Plaza”, Plot No.12-A, New Link Road, Andheri (W), Mumbai 400 053.

ATTENDANCE SLIP Annual General Meeting 2011-2012

I hereby record my presence at the 26th Annual General Meeting of the Company at “GMS Community Centre Hall”, Sitladevi Complex, 1st Floor, D. N. Nagar, Opp. Indian Oil Nagar, Link Road, Andheri (West), Mumbai 400 053 on Saturday, the 29th September, 2012 at 10.30 a.m.

………………………………………………….…. …………………………………….………...

Full Name of the Shareholder (in Block Letters) Signature

Folio No. /DP ID & Client ID …………………… No. of Shares held …………….……………

……………………………………………………. …………………………………………………

Full Name of the Proxy (in block letters) Signature

Note: Shareholders attending the meeting in person or by proxy are requested to complete the attendance slip and hand it over at the entrance of the meeting place. 40 ANNUAL REPORT 2011- 2012 Creative EyeLimited *+8<*.;.1*0@*7

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"*@**;."*+4. "*97. ;..=8 CREATIVE EYE LIMITED “Kailash Plaza”, Plot No.12-A, Opp. Laxmi Industrial Estate, New Link Road, Andheri (West), Mumbai- 400 053 Tel.: 022 26732613 (7 lines), Fax: 022 2673 2296. E-Mail : [email protected], Website: www.creativeeye.com