Creative Eye Director Discussions


Dear Members,

Your Directors take pleasure in submitting 37th Annual Report on the business and operations of your Company together with the Audited Financial Accounts for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS.

The performance of your Company during the Financial Year under review are as follows:

( In Lakhs)

PARTICULARS

31.03.2023 31.03.2022

Revenue From Operation

196.18 307.91

Less: Cost of Production

16.54 166.90

Gross Profit/loss

179.64 141.01

Other Income

197.03 129.12

Total

376.67 270.13

Less: Other Expenses before interest and Depreciation

335.58 288.12

Operating Profit/(Loss)

41.09 (17.99)

Less: Interest

70.06 62.91

Less: Depreciation

8.25 9.08

Net Profit/(Loss) before Tax

(37.22) (89.98)

Less: Provision for Deferred Tax

0 0

Less: Current Tax ( MAT)

0 4.25

Less: Taxation Adjustments for earlier year (including MAT Credit Entitlement )

0 00

Net Profit/(Loss) after tax

(37.22) (94.23)

Other Comprehensive income /(Loss) for the year

3.70 16.44

Total Comprehensive income /(Loss) for the year

(33.52) (77.79)

Earning per share

Basic

(0.19) (0.47)

Diluted

(0.19) (0.47)

OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE

During the financial year under review, your Company incurred Net Loss of 37.22 Lakhs as compared to previous year of 94.23 Lakhs. During the year under review, the Company reported turnover of 196.18 Lakhs against previous year of 307.91 Lakhs.

TRANSFER TO RESERVES

As permitted under the provisions of the Companies Act, 2013, the Board does not propose to transfer any amount to General Reserve.

DIVIDEND

In view of the losses for the year, No dividend is proposed to be paid for the financial year 2022-23.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

PUBLIC DEPOSIT

During the Financial year under review, your Company has not accepted any deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL

During the year under review, there was no change in the authorized, subscribed and paid-up share capital of the Company. SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY :

The Company has no subsidiary/joint venture/associate company and hence consolidation and applicable provision under the Companies Act, 2013 and Rules made there under are not applicable to the Company.

DIRECTORS AND KEY MANAGARIAL PERSONNEL:

The constitution of the Board is in Compliance with the provisions of Section 149 of the Companies Act, 2013, and the Listing Regulations.

Mrs. Matty Vishal Dutt re-appointed as Independent Director (Non-Executive Director) for the 2nd term of 5 years commencing from 2nd December, 2022 at the AGM of the F.Y 2021-22 held on September 30, 2022.

The Board of Directors of the Company in its meeting held on 14th August,2023,has approved the change in designation of Mr. Dheeraj Kumar Kochhar from Chairman and Managing Director to chairman and Whole -time Director of the Company for the period of 3 years w.e.f. 1st September,2023 subject to the approval of shareholders and further Board of Director have approved the appointment of Mr. Sunil Gupta existing whole- time Executive Director and C.F.O whose term of office as Whole-time Executive director is expiring on 31.08.2023 as Managing Director of the Company for the period of 3 years w.e.f 1st September,2023 subject to the approval of Shareholder in ensuing AGM.

Mrs. Zuby Kochhar (DIN: 00019868) is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment as a Director of the Company.

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

All the Independent Directors have duly confirmed that they meet the criteria of independence as prescribed under subsection (6) of Section 149 of Act and Listing Regulations, 2015. During the year, there has been no change in the circumstances which may affect their position as Independent Director.

AUDITORS

A) Statutory Auditors

The shareholders of the Company at the 36th Annual General Meeting held on 30th September, 2022 had appointed NGS & Co. LLP, Chartered Accountants (Firm Regn. No. 119850W) as Statutory Auditors of the Company to hold office for a period of up to 5 (Five) years i.e. till the conclusion of the 41st AGM of the Company .

The Report given by the Auditors on the financial statements of the Company is part of Annual Report. The Auditors have issued their report on the financial statements for the financial year ended March 31,2023, with an unmodified opinion and do not contain any qualification, observation or adverse remarks or disclaimer that may call for any explanation from the Board of Directors. The Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Companies Act,2013.

Further the Auditors Report for the financial year ended, 31st March, 2023 is annexed with this annual report for your kind perusal and information.

B) Internal Auditor

In Compliance with the provisions of the section of 138 of the Companies Act, 2013, M/s Poddar A. & Associates, Chartered Accountants, Mumbai as the Internal Auditors for the Financial Year 2022-23 has conducted the internal audit of the company for the year under review. During the year under review Internal audit found satisfactory by Internal Auditor M/s Poddar A. & Associates.

The Board of Directors on the recommendation of Audit Committee have re-appointed M/s Poddar A. & Associates, Chartered Accountants, Mumbai as the Internal Auditors for the Financial Year 2023-24 to conduct the internal audit of the company.

C) Secretarial Auditor

Pursuant to the provisions of section 204 of the Act, and the Rules made there under, the Board of Directors had appointed M/s Kaushal Doshi & Associates, Practicing Company Secretary (FCS No. 10609) as Secretarial Auditors of the Company for the financial year 2022-23 The Report on Secretarial Audit in the prescribed format of MR- 3 is attached as Annexure-A to this report.

The Secretarial Compliance Report for the financial year ended March 31, 2023, in relation to compliance of all applicable SEBI Regulations/ circulars/ guidelines issued thereunder, pursuant to requirement of Regulation 24A of Listing Regulations, was submitted to Stock Exchange(s).

There are no qualifications, reservations, or adverse remarks in the Secretarial Audit and Secretarial Compliance Report issued by them for the financial year 2022-23.

EXTRACT OF THE ANNUAL RETURN

Pursuant to provisions of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return in Form MGT 9 will be available on the website of the Company and can be accessed at http://www.creativeeye.com/images/quar/Form MGT 7 2023.pdf

PARTICULARS OF PERSONNEL

In terms of provisions of section 197 (12) read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees are in receipt of remuneration in excess of the limit set out in said rules. The statement of Disclosure of Remuneration pursuant to the Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as ‘Annexure B to this report.

MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, the Board met Four times. The maximum interval between any two meetings does not exceed maximum permissible limit prescribed under the applicable laws .The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134 (3) (C) read with section 134 (5) of the Companies Act 2013, your Directors confirm that:

a) In the preparation of the annual financial statements for the year ended 31st March, 2023 all the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) Accounting policies selected have been applied consistently and reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company at the end of the year under review and the profit and loss of the Company for the year under review;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The annual accounts of your Company have been prepared on a going concern basis;

e) Internal financial controls were laid down & followed by your company and it was ensured that such internal financial controls are adequate and were operating effectively; and

f) Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

LOANS, GUARANTEES AND INVESTMENTS.

The Company has not given any Loan or Guarantee nor has made any Investment during the year under review attracting the provisions of Section 186 of the Companies Act, 2013, hence the said provision is not applicable to the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party contracts/arrangements/transactions as specified under Section 188 (1) of the Act, entered into during the financial year 2022-23 were in the ordinary course of the business of the Company and were on arms length basis.

During the year, There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.The details of the same are given in the notes to accounts forming part of the financial statements. Accordingly, there are no transactions that are required to be reported in Form AOC 2.

CORPORATE GOVERNANCE REPORT

The Company has complied with the corporate governance requirements under the Companies Act, 2013, and as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Report on corporate governance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with the certificate from the Chartered Accountant confirming the compliance with the conditions of Corporate Governance is annexed and forms part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), The Management Discussion and Analysis forms an integral part of this report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively issued by the Institute of Company Secretaries of India.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Considering the nature of business of the company, the particulars required to be furnished pursuant to the Section 134(3) (m) of the Companies act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the company. During the year under review, there was no inflow or outgo of Foreign Exchange.

RISK MANAGEMENT POLICY

The Company has adequate and proper Risk Management Policy and Mechanism. The board of directors periodically reviews, assess and monitor any kind of risks assumed by the company. The processes are in place for identifying, evaluating and managing the risks. At present the company has not identified any elements of risk which may threaten the existence of the company.

MD/CFO CERTIFICATION

Managing Director and Executive Director, CFO, of the company have certified that all requirements of the listing obligations, inter alia, on review of financial statements and cash flow and establishing and maintain internal controls for the financial reporting for the year ended 31st March, 2023. The said certificate forms an integral part of this annual report.

REMUNERATION POLICY

The Nomination and Remuneration Committee has framed a policy which inter-alia provides the matters to be dealt with and considered by the Nomination and Remuneration Committee, procedure for succession of Directors and Key Managerial Personnel, selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel, Senior Management Personnel and their remuneration etc. as part of its charter, and other matters provided under Section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, details on the Remuneration Policy are available in the Corporate Governance Report forming part of the Annual Report. The Remuneration Policy is posted on the website of the Company at the link http://www.creativeeve.com/images/Policv%20of%20Determination/Remuneration%20policv.pdf

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Vigil Mechanism as envisaged in the Act and SEBI Listing Regulations is implemented through the Companys Whistle Blower Policy provides formal vigil mechanism to the Directors and employees to report their concerns about unethical behaviour, actual / suspected fraud or wrongful conduct within the Company. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

Your Company hereby confirms that no complaints were received during the year under review.

The vigil mechanism / whistle blower policy may be accessed on the Companys website at www.creativeeye.com under investor Relation section.

CORPORATE SOCIAL RESPONSIBILITY

The company does not fall under the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, hence the said provision is not applicable to the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has zero tolerance towards sexual harassment at workplace. The Company is committed to uphold and maintain the dignity of woman employees and it has in place a policy as per Applicable Act, which provides for protection against sexual harassment of women at work place and for prevention of such complaints. During the year under review, the Company has not received any complaints on sexual harassment.

BOARD EVALUATION

As per provision of the Act and Regulation 17 of SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance and that of its Committees as well as performance of all the Directors individually, was carried out internally. The performance evaluation of Chairman was carried out by Independent Directors in their separate meeting without the attendance of the Executive Directors.

Feedback was sought by way of a structured questionnaire, based on criteria approved by the Nomination and Remuneration Committee, for evaluation of performance of Board, Committees of Board and Individual Directors. The Directors expressed their satisfaction with the evaluation process.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business during the year under review.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has adequate internal financial control systems in all areas of operation which were duly tested during the year. It was observed that such controls were operating effectively without any material reportable weakness.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation for the support and cooperation extended by the customers, bankers, financial institutions, investors, suppliers, business associates, government authorities and other business associates. Further, the Board places its special appreciation for the cooperation and continued support extended by employees of the Company at all levels whose enthusiasm drives the Company to grow and excel.

The Board of Directors would also like to thank all stakeholders for their continued confidence and trust placed by them with the Company. We look forward to continued support of all these partners in progress.

For and on behalf of the Board of Directors Creative Eye Limited

Sd/-

Dheeraj Kumar Kochhar Chairman and Managing Director DIN-00018094

Place: Mumbai Date: 14th August,2023.

Annexure-A of Directors Report SECRETARIAL AUDIT REPORT Form No. MR-3

For the financial year ended 31st March, 2023

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

Creative Eye Limited

CIN: L99999MH1986PLC125721

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practice by Creative Eye Limited (hereinafter called the company) Secretarial Audit as required under Companies Act was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon:

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Creative Eye Limited ("the Company") for the financial year ended on 31st March, 2023 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct investment and External Commercial Borrowings. (Not Applicable during the audit period);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009/ The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not Applicable during the audit period);

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not Applicable during the audit period)

(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not Applicable during the audit period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding Companies Act dealing with the company;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not Applicable during the audit period);

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not Applicable during the audit period). and;

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as amended from time to time.

We have relied on the representation made by the Company and its officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company. The list of major heads/groups of Acts, laws and Regulations as applicable to the Company are listed below:

a. Income tax Act and other indirect taxes;

b. GST Act & Rules made thereunder;

c. Employee State Insurance Act and Professional Tax;

d. Payment of Bonus Act and other Labour legislation governing the Company;

e. Shop and Establishment Act;

f. All applicable Labour Laws and other incidental laws related to Labour and employees appointed by the Company either on its payroll or on contractual basis as related to wages, gratuity, provident fund, ESIC, compensation etc;

g. As informed by the management, there are no laws that are specifically applicable to the Company based on their sector/industry.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreement/SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 entered into by the Company with BSE Limited and National Stock Exchange of India Limited.

To the best of our knowledge and belief, during the period under review, the company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that, The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors as required under Companies Act, 2013.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members views, if any, are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the company has co-operated with us and have produced before us all the required forms information, clarifications, returns and other documents as required for the purpose of our audit.

For Kaushal Doshi & Associates Practicing Company Secretary

Sd/-

Kaushal Doshi Proprietor FCS- 10609 / COP- 13143 UDIN: F010609E000800981

Date: 14th August, 2023 Place: Mumbai

Annexure I (Integral part of Secretarial Audit Report)

To,

The Members,

Creative Eye Limited

CIN: L99999MH1986PLC125721

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express as opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable Laws, Rules, Regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Kaushal Doshi & Associates Practicing Company Secretary

Sd/-

Kaushal Doshi Proprietor FCS- 10609 / COP- 13143 UDIN: F010609E000800981

Date: 14th August, 2023 Place: Mumbai

Annexure-B of Directors Report

STATEMENT OF DISCLOSURE OF REMUNERATION UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND RULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

1. The Ratio of the remuneration of each Director/KMP to the median remuneration of all the employees of the Company

and Details of percentage increase in the remuneration of each Director and CFO & Company Secretary for the financial year 2022-23.

Name of Director/ Key Managerial Person

Total Remuneration Paid for the F.Y 2022-2023 (Amount in ) Ratio of Directors remuneration to Median remuneration of Employee % increase in Remuneration in the Financial Year 2022-23.

Executive Director/Key Managerial Personnel

Mr. Dheeraj Kumar Kochhar Chairman and Managing Director

44,59,000 6.69 -

Mrs. Zuby Kochhar Executive Director

20,71,720 3.11 -

Mr. Sunil Gupta

Executive Director and C.F.O

39,78,800 5.97 -

Ms. Khushbu Shah Company Secretary

6,66,907 - -

Non Executive Directors

None of the Non-Executive Directors has been paid any remuneration during the FY 2022-23 except sitting fees.

Note Remuneration of Executive Director and KMP includes Salary, Allowances,Companys Contribution to Provident Fund, Medical Benefits & Other Perquisites and benefits valued on the basis of the provisions of Income Tax Act,1961.

2. Number of permanent employees of the Company as on 31st March, 2023: 9

3. The Percentage increase in the median remuneration of employees during FY 22-23:

In the Financial year, there was no increase in remuneration.

4. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof, and point out if there are any exceptional circumstances for increase in the managerial remuneration:

In the financial year, there was no increase in remuneration.

5. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration paid during the Financial Year ended 31st March, 2023 is as per the remuneration policy of the Company.

6. Disclosures relating to remuneration drawn by employees Employed throughout the year and in receipt of remuneration aggregating 1.02 Crores or more per annum. :

Not Applicable.

7. Disclosures relating to remuneration drawn by employees Employed for part of the year and in receipt of remuneration aggregating 8.5 Lakhs or more per month.:

Not Applicable.

For and on behalf of the Board of Directors Creative Eye Limited

Sd/-

Dheeraj Kumar Kochhar Chairman & Managing Director DIN-00018094

Date: 14th August,2023 Place:Mumbai