CDI International Ltd Directors Report.

DIRECTORS

Dear Shareholders,

Your directors have pleasure in presenting the 22nd Annual Report and Audited Financial Statements of your Company for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

(Rupees in lacs)
Particulars Year ended March 31, 2014 Year ended March 31, 2013
Total Income - -
Total expenditure 54.19 35.56
Profit/Loss before tax (54.19) (35.56)

OPERATIONAL PERFORMANCE AND FUTURE OUTLOOK

The Indian Media and Entertainment (M&E) Industry, one of the most vibrant and exciting industries in the world, has had a tremendous impact on the lives and the Indian economy. With the addition of new media such as animation, online gaming and applications running on mobile devices, a new dimension has been added to the world of media that was dominated by traditional media. In addition to their implicit impact, all media platforms provide a great opportunity to carry explicit messages to create social impact.

India continues to remain an important outsourcing destination offering significant cost arbitrage to countries in North America and Europe. Moreover, growing presence of India studios in international markets has enabled them to capitalize on synergy across various offices, locations, talent and projects.

DIRECTORS

Pursuant to Section 149 of the Companies Act, 2013, the Board at its meeting held on 14th August, 2014, recommended appointment of Ms. Santosh Grover and Mr. Pant Raj Sachdev as Independent Directors of the company, not liable to retire by rotation for a period of five years from the date of its 22nd annual general meeting Subject to approval of the members of the company. These Directors have given the declarations to the board that they meet the criteria of independence as provided under Section 149(6) of the said act and also confirmed that they will abide by the provisions as mentioned in schedule IV of the companies act 2013.The Board recommends the resolutions for your approval of the above appointments

Ms. Rashmee Seengal, Director, retire by rotation and being eligible, has offered herself for re-appointment. The Board same recommends the same for your approval.

PARTICULAR OF LOANS, GUARANTEES OR INVESTMENTS

The company has not made any investments in the Financial Year 2013-2014.

CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to good corporate governance practices. Your Company fully adheres to the standards set out by the Securities and Exchange Board of India for Corporate Governance practices, and has implemented all of its stipulations.

As required by Clause 49 of the Listing Agreement of Stock Exchange, a separate section on Corporate Governance together with a certificate from Companys Statutory Auditors, forms part of this Annual Report.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

As a part of the Green Initiative in Corporate Governance, The Ministry of Corporate affairs (MCA), Government of India, through its Circular nos.17/2011 and 18/2011, dated April 21, 2011and April 29, 2011 respectively, has allowed companies to send official Notices/documents to their shareholders electronically.

As a responsible Corporate Citizen, your Company has actively supported the implementation of Green Initiative and effected electronic delivery of Notice of annual General Meeting (AGM) to those shareholders whose email IDs were already registered with the Depository Participants.

Shareholders are requested to support the "THINK GREEN, GO GREEN" initiative of your company by registering/ updating e-mail addresses for receiving electronic communications.

FIXED DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

DIVIDEND

In view of the losses incurred by the Company during the year under review, your directors do not recommend any dividend for the year 2013- 14

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with stock exchanges in India, is presented in a separate section forming part of the Annual Report.

SHARE CAPITAL

Increased in Authorized Capital

During the Financial Year 2013-14, Company has an Authorized Capital of Rs. 150000000/- divided into 15000000 no. of equity shares of Rs.10/-.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on Bombay Stock Exchange and Ludhiana Stock Exchange. The annual listing fees for the year 2014-15 have been paid to these Stock Exchanges.

STATUTORY AUDITORS

M/s. Sinha Gupta & Associates, Chartered Accountants has been appointed as Statutory Auditors in the meeting of the Board of Directors to inter alia conduct Audit for the financial Year 2013-14 on ad- hoc basis subject to approval of shareholders in the ensuing Annual General Meeting as M/s. Gaur Jain & Co., Chartered Accountants could not hold the office due to some unavoidable circumstances. Being eligible for appointment, M/s. Sinha Gupta & Associates, Chartered Accountants, have expressed their willingness to be appointed as Statutory Auditors of the Company. They have given certificate to the effect that the appointment, if made, would be within the limit prescribed under section 139 of the Companies Act, 2013. Your directors recommend their appointment for four years. Accordingly the Statutory Auditors have audited the Annual Financial Statements of the Company for the Financial Year ended 31st March, 2014.

SECRETARIAL AUDITORS

In Pursuance of provisions of Section 204 of the Companies Act, 2013, Mr. Sanjeev Sharma, Company Secretary in practice, has been appointed as Secretarial Auditor by the Board of your Company for carrying out Secretarial Audit for the Financial Year 2014-15.

INTERNAL AUDITORS

In pursuance of provisions of section 138 of Companies Act, 2013 read with Companies (Account) Rules 2014, Mr. Manish Mehndroo has been appointed as Internal Auditor of your Company for carrying out Internal Audit for the Financial Year 2014-15.

STATUTORY AND OTHER INFORMATION REQUIREMENTS

Information required to be furnished as per the Companies Act, Listing Agreement with Stock exchanges, Management Discussion & Analysis Report, Report on Corporate Governance, Auditors Certificate on Corporate Governance forms the part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

With reference to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:-

(i) in the preparation of the Annual Accounts for the financial Year 2013-14, the applicable accounting standards have been followed along with proper explanations relating to material departures, wherever applicable;

(ii) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

(ii) proper and sufficient care is taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iii) The Annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the Company has neither earned nor used any foreign exchange.

PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956

There is no employee in the company whose particulars are required to be given under section 217 (2A) of the Companies Act, 1956.

VIGILANCE MECHANISM

Vigilance Mechanism lays its emphasis on Preventive Vigilance so as to enhance transparency and accountability on systems and procedures.

INVESTOR RELATIONS

Your Company always endeavors to keep the timely response to shareholders request/grievances at a minimum. Priority is accorded to address all the issues raised by the shareholders and provide them satisfactory reply at the earliest possible time. The Stakeholder Relationship Committee (earlier Shareholders and Investor Grievances committee) of Board meets periodically and reviews the status of redresses of investors grievances.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the stakeholders and business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by staff at all levels of the Company. We look forward for your continued support in the future.

By the order of the board

For CDI International limited

Sd/-

Mr. Suresh Kumar

(Managing Director)

DIN: 00507208

Place : Chandigarh

Date : 21.08.2014.