Your Directors have great pleasure in presenting the report together with the Audited Balance Sheet as at 31st March, 2014 and Profit & Loss Account for the year ended on that date.
The summarized performance of the Company for the years 2013-14 and 2012-13 is given below:
For Financial Year Ended
|Particulars||31st March, 2014||31st March, 2013|
|Profit before Tax||16.71||16.52|
|Less: Tax Expense||11.4||4.85|
|Profit / (Loss) After Tax||5.26||11.7|
During the year under review, your Company has recorded a total income of Rs. 285.09 lacs, against Rs. 314.80 lacs in the previous year. Net Profit before Taxation for the financial year ended March 31, 2014 increased to Rs. 16.71 Lacs from Rs. 16.52 Lacs. Consequently, the Profit after Tax decreased from Rs. 11.7 Lacs to 5.26 Rs. Lacs.
To conserve the resources of the company, your directors do not recommend any dividend during the year under review.
We have not accepted any fixed deposits and as such, no amount of principal or interest was outstanding as on the date of Balance Sheet.
In accordance with the provisions of the Companies Act, 1956, and the Companys Articles of Association, Ms. Asha Rani and Mr. Rajesh Kumar RamjasJaiswar were appointed as Additional Directors of the Company and signifying his intention for appointed as Directors of Company. Your Directors recommend their appointments for your approval.
During the year, Mr. Dinesh Jhindal and Mrs. Kirti resigned from the Directorship.
Pursuant to Section 149 of the Companies Act, 2013 (new act) read with the Rules made thereunder, the Independent Directors shall hold office for a period of upto 5 consecutive years and shall not be liable to retire by rotation. They may be appointed for a maximum of two consecutive terms of upto 5 years each. In terms of Presently, Ms. Asha Rani and Ms. Neena Sood are the Independent Directors of the Company. As per their existing terms of appointment, all of them are liable to retire by rotation. However, under the new act and the Listing Agreement, they may be appointed afresh with a fixed period of upto 5 years.
The Board considered the independence of each of the above mentioned Directors in terms of Section 149 and Schedule IV to the Companies Act, 2013 and the Listing Agreement and was of the view that the proposed directors fulfill the criteria of independence as mentioned in the above provisions and can be appointed in the above provisions and can be appointed as Independent Directors. All the proposed Directors possess requisite qualifications, appropriate skills, experience and knowledge in one or more fields of finance, law management, marketing, administration, technical operations and other disciplines related to Companys business, positive attributes, already being on the Board of the Company and benefits that the Company will derive with their appointment, the Board has recommended their appointment as Independent Directors of the Company to hold office for a term of five consecutive years commencing from the date of Annual General Meeting of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:
1. That in the preparation of the annual accounts for the year ended March 31 2014, the applicable Accounting Standards read with the requirements set out under Schedule VI of the Companies Act, 1956 have been followed and there are no material departures from the same, if any;
2. That they have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at March 31, 2014 and of the Profit of the Company for the year ended on that date;
3. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. That they have prepared the Annual accounts of the Company on a going concern basis.
M/s Ranjan Gupta & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company. They have offered themselves for re-appointment as Statutory Auditors and have provided a certificate that their appointment, if made, will be in conformity with the provisions of Section 224(1B) of the Companies Act, 1956. The Board of Directors and the Audit Committee recommend their appointment for the ensuing year.
Since the Company has no subsidiaries as on 31st March, 2014, provision of section 212 of the Companies Act, 1956 is not applicable.
During the year under review, the authorized share capital of the Company was increased from Rs.16 Crores divided into 1,60,00,000 equity shares of Rs. 10/- each to Rs. 25 Crores divided into 2,50,00,000 equity shares of Rs. 10/- each.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Clause 52 of the Listing Agreement to be entered into with Bombay Stock Exchange Ltd., Management Discussion and Analysis Report is presented in the separate section and forms an integral part of the Directors Report.
Your Companys Equity Shares got listed on 12th March, 2013 on SME platform of BSE Ltd. (BSE). A Certificate from Statutory Auditors of the Company on the compliance with Corporate Governance requirements by your Company is attached to the Report on Corporate Governance.
PARTICULARS OF EMPLOYEES
No Employee of the Company draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.
ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. Therefore, the information relating to conservation of energy or technology absorption etc. is not given. There has been no foreign exchange earning and outgo during the year under Report.
Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.
|By Order of the Board|
|For CHANNEL NINE ENTERTAINMENT LIMITED|
|Rajesh Kumar||Gaj Raj Singh|
|Place: New Delhi||DIN: 06845321||DIN: 02925387|