Setting high corporate standards to guide the actions of our Independent Board Members in promoting absolute transparency, institutional integrity, and balanced corporate development.
The Company’s Corporate Governance policies recognize the Company’s commitment to good and efficientCorporate Governance. The Board of Directors, the Company’s highest policymaking body, is committed inits responsibility for all decisions to all constituents, including investors, employees and regulatory authorities.The Company recognizes that the shareholders are ultimately the persons who are catalyst to the economic activities and also the ultimate beneficiaries thereof.
The Company strongly believes that good corporate governance ultimately leads to growth and competitivestrength and the corporate governance norms are foundations of procedure at the Board and operational levels.
The Chairman & Managing Director of the Company is Executive & Promoter Director. The Board consists of total Five (5) Directors out of which Two (2) are Executive Directors and Three (3) are Independent & Non Executive Directors.
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 Directorship in other companies and Membership and Chairmanship on the committees of other companies are as under:
| Name of Directors | Category | Attendance Particulars | Number of other Directorships and Committee Member / Chairpersonships | |||
|---|---|---|---|---|---|---|
| Board Meetings | Last AGM | Other Directorship (Excluding alternate & Pvt. Ltd.) |
Committee Memberships (Excluding this Company) |
Committee Chairpersonships (Excluding this Company) |
||
|
Mr. Dheeraj Kumar Chairman & Managing Director |
CMD | 4 | Yes | 1 | Nil | Nil |
|
Mrs. Zuby Kochhar Whole-time Director |
E.D | 4 | No | 1 | Nil | Nil |
|
Mr. M.R. Sivaraman Director |
I.N.E.D | 4 | No | 1 | Nil | Nil |
|
Mr. Shiv S. Sharma Director |
I.N.E.D | 4 | Yes | 1 | Nil | Nil |
|
Mr. T.K. Choudhary Director |
I.N.E.D | 3 | Yes | 0 | Nil | Nil |
CMD - Chairman & Managing Director, E.D - Executive Director, I.N.E.D – Independent Non-ExecutiveDirector Of all exercises walking is the best. The Board meetings are scheduled well in time and Board members are given notice well in advance before the meeting date. The Board members are provided with well structured and comprehensive agenda papers.All major agenda items are backed by in-depth background information and analysis, wherever possible, to enable the Board to take appropriate and informed decisions.
During the year Four (4) Board Meetings were held on 30.05.2012, 11.08.2012, 09.11.2012 and 14.02.2013.
The Board of the Company has constituted an Audit Committee comprising of three Independent,Non-Executive Directors viz. Mr. T. K. Choudhary, Chairman, Mr. M. R. Sivaraman and Mr. Shiv S. Sharma.The role and terms of reference stipulated by the Board of the Audit Committee covers area mentioned underclause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956, other terms as may bereferred by the Board of Directors.
There were four meetings of the Audit Committee during the year viz. on 30.05.2012, 11.08.2012, 09.11.2012 and 14.02.2013.
The Managing Director, Mr. Dheeraj Kumar is a permanent invitee to the meetings of the Audit Committee.The Company Secretary acts as Secretary of the Audit Committee. The meetings of the Audit Committee were also attended by the Statutory Auditors, Internal Auditors and Chief Financial Officer of the Company to provide information and answer the queries raised by the Committee members.
The Chairman of the Audit Committee was present at the 26th Annual General Meeting of the Company held on 29th September, 2012.
The Remuneration Committee consists of three Independent, Non-Executive Directors viz. Mr. M. R.Sivaraman, Chairman, Mr. Shiv S. Sharma and Mr. T. K. Choudhary.
The Remuneration Committee has been constituted to recommend/review the remuneration of the Managing Director and the Executive Director. No meetings of the Committee were held during the year.
Remuneration policy and details of remuneration paid:
The remuneration structure comprises of sitting fees to Non-Executive Directors and Salary & Perquisites paid to Executive Directors within the limit approved by the Members.
Details of the remuneration to the Directors for the year ended 31st March, 2013:
| Name | Designation | Remuneration for 2012-13 (in Rs.) | No. of shares held | |||
|---|---|---|---|---|---|---|
| Salary | Sitting fees | Employer contribution to provident fund | Total | |||
| Mr. Dheeraj Kumar | Chairman & Managing Director | 3,409,250 | Nil | 188,820 | 3,598,070 | 3,901,290 |
| Mrs. Zuby Kochhar | Whole-time Director | 1,703,000 | Nil | 94,320 | 1,797,320 | 7,140,150 |
| Mr. M.R. Sivaraman | Director | Nil | 28,000 | Nil | 28,000 | Nil |
| Mr. Shiv S. Sharma | Director | Nil | 28,000 | Nil | 28,000 | Nil |
| Mr. T. K. Choudhary | Director | Nil | 21,000 | Nil | 21,000 | Nil |
The Committee comprises of two Independent, Non-Executive Directors viz. Mr. M. R. Sivaraman, Chairman and Mr. Shiv S. Sharma.
The Share Transfer & Investors’ Grievances Committee has been constituted to approve/ reject the transfer/ transmission/rematerialisation of equity shares, issue of duplicate certificates, to supervise all the operations of the Registrar and Share Transfer Agents and to look into the Investors’ complaints, if any, and to redress the same expeditiously.
There were four meetings of the Committee during the year viz. on 30.05.2012, 11.08.2012, 09.11.2012 and 14.02.2013.
The Company Secretary is the Compliance Officer of the Company for matters relating to Shareholders,Stock Exchanges, SEBI and other related regulatory authorities.
During the year under review, all requests/ complaints were attended promptly and resolved to the satisfaction of the shareholders.
No request for transfer and no request for dematerialization were pending for approval as on 31st March,2013.
Location and time of last three Annual General Meetings:
| Year | Location | Date | Time | Special Resolutions | Postal Ballot |
|---|---|---|---|---|---|
| 2009-2010 | “GMS Community Centre Hall”, Sitladevi Complex, 1st Floor, D. N. Nagar, Opp. Indian Oil Nagar, Link Road, Andheri (West), Mumbai 400053 | 24.09.2010 | 10.30 a.m. | Nil | N.A. |
| 2010-2011 | “GMS Community Centre Hall”, Sitladevi Complex, 1st Floor, D. N. Nagar, Opp. Indian Oil Nagar, Link Road, Andheri (West), Mumbai 400053 | 26.09.2011 | 10.30 a.m. | 1 | N.A. |
| 2011-2012 | “GMS Community Centre Hall”, Sitladevi Complex, 1st Floor, D. N. Nagar, Opp. Indian Oil Nagar, Link Road, Andheri (West), Mumbai 400053 | 29.09.2012 | 10.30 a.m. | Nil | N.A. |
None of the resolutions proposed to be passed at the ensuing 27th Annual General Meeting requires to be put through postal ballot.
a) Related parties transactions
None of the transactions with any of the related parties were in conflict with the interest of the Company. Transactions with related parties are disclosed in Note No. 26 in ‘Notes to the Accounts’ annexed to the financial statements of the year.
b) Compliances by the Company
There has been no instance of non-compliance by the Company on any matters related to the capital markets during the last three years and hence no penalties / strictures have been imposed on the Company by the Stock Exchanges or SEBI or any statutory authorities relating to the above.
c) Whistleblower policy
Although there is no formal whistleblower policy the Company takes cognizance of complaints made and suggestions given by the employees and others. Even anonymous complaints are looked into and whenever necessary, suitable corrective steps are taken. No employee of the Company has been denied access to the Audit Committee of the Company’s Board of Directors.
d) Code of conduct
The Company has formulated and implemented a Code of Conduct for the Board of Directors and Management of the Company. Annual affirmation of compliance with the Code has been made by the Directors and Senior Management of the Company. The Code has also been posted on the Company’s website. The necessary declaration by the Chief Executive Officer of the Company regarding compliance of the above mentioned Code by Directors and the Senior Management forms part of the Corporate Governance Report.
1. The quarterly, half-yearly and yearly results are regularly submitted to the Stock Exchanges in accordance with the Listing Agreement and the same are published in The Free Press Journal, National Newspaper (English) and Navshakti, Regional Newspaper (Marathi).
2. The financial results and official news/releases are available on the Company’s website www.creativeeye.com.
3. Official news/ press release are sent to the Stock Exchanges, where the equity shares of the Company are listed.
4. The Management Discussion and Analysis Report forms part of the Annual Report and is mailed to the shareholders of the Company. There were no presentations made to the institutional investors or analysts separately.
| A. Annual General Meeting |
27th Annual General Meeting
|
||||||
| B. Financial Calendar | 2013-2014 (Tentative) | ||||||
| Adoption of Quarterly Results | |||||||
| Ist Quarter | Within 45 days of the end of June, 2013 | ||||||
| IInd Quarter | Within 45 days of the end of September, 2013 | ||||||
| IIIrd Quarter | Within 45 days of the end of December, 2013 | ||||||
| IVth Quarter | Within 60 days of the end of March, 2014 | ||||||
| AGM for the year ending 31st March, 2014 | September, 2014 | ||||||
| C. Book Closure Dates |
23rd September, 2013 to 30th September, 2013 (both days inclusive) |
||||||
| D. Listing on Stock Exchanges |
• Bombay Stock Exchange Limited • The National Stock Exchange of India Ltd |
||||||
| E. Trading Symbol / Codes |
Bombay Stock Exchange: Scrip Code – 532392 National Stock Exchange: Scrip Symbol - CREATIVEYE |
||||||
| F. Demat ISIN Number (NSDL & CDSL) | INE230B01021 | ||||||
G. Stock Market Data:
| Month | Bombay Stock Exchange (BSE) In (Rs.) |
National Stock Exchange (NSE) In (Rs.) |
||
|---|---|---|---|---|
| Month’s High Price | Month’s Low Price | Month’s High Price | Month’s Low Price | |
| April, 2012 | 5.25 | 4.04 | 5.25 | 3.60 |
| May, 2012 | 4.70 | 3.90 | 4.60 | 3.35 |
| June, 2012 | 4.90 | 3.91 | 4.90 | 3.60 |
| July, 2012 | 4.59 | 3.40 | 4.40 | 3.10 |
| August, 2012 | 5.88 | 3.62 | 6.10 | 3.25 |
| September, 2012 | 5.35 | 4.51 | 5.55 | 4.50 |
| October, 2012 | 6.17 | 4.82 | 6.25 | 4.75 |
| November, 2012 | 5.89 | 5.00 | 5.90 | 4.90 |
| December, 2012 | 6.53 | 5.12 | 6.55 | 4.90 |
| January, 2013 | 6.25 | 4.70 | 6.15 | 4.35 |
| February, 2013 | 5.50 | 4.00 | 5.40 | 3.80 |
| March, 2013 | 4.99 | 3.00 | 5.30 | 2.55 |
H. Registrar and Transfer Agents:
M/s. Karvy Computershare Pvt. Ltd.
(Unit: Creative Eye Limited)
Karvy House, 46, Avenue 4, Street No.1,
Banjara Hills, Hyderabad 500034
Phone No. 040-23312454
I. Share Transfer System
The Company has entrusted the administrative work of share transfers, transmissions, issuance of duplicate certificates and all tasks related to shareholdings to M/s. Karvy Computershare Pvt. Ltd., the Registrars and Share Transfer Agents.
J. Dematerialisation of equity shares
As on 31st March, 2013, 19,922,873 shares were dematerialized. The percentage of total Capital was 99.33%.
K. Distribution of Shareholdings as on 31st March, 2013:
|
Shareholding of Nominal Value (Rs.) |
Shareholders | Share Amount | ||
|---|---|---|---|---|
| Numbers | % to Total Nos. | In (Rs.) | % of Total Amount | |
| 1 – 5000 | 6,958 | 85.88 | 10,933,775.00 | 10.90 |
| 5001 – 10000 | 528 | 6.52 | 4,327,910.00 | 4.32 |
| 10001 – 20000 | 280 | 3.46 | 4,115,410.00 | 4.10 |
| 20001 – 30000 | 122 | 1.51 | 3,005,000.00 | 3.00 |
| 30001 – 40000 | 53 | 0.65 | 1,885,800.00 | 1.88 |
| 40001 – 50000 | 41 | 0.51 | 1,936,465.00 | 1.93 |
| 50001 – 100000 | 63 | 0.78 | 4,428,490.00 | 4.42 |
| 100001 and Above | 57 | 0.70 | 69,658,400.00 | 69.46 |
| Total | 8,102 | 100.00 | 100,291,250.00 | 100.00 |
L. Shareholding Pattern as on 31st March, 2013:
| Category of Shareholders | Holding % |
|---|---|
| Promoters / Directors/Relatives – Indian | 57.73 |
| International Investors (FIIs/NRIs/OCBs) | 0.13 |
| Bodies Corporates | 6.17 |
| Resident Indians | 35.96 |
| Others | 0.01 |
| Total | 100.00 |
M. Address for Investors Correspondence:
M/s. Karvy Computershare Pvt. Ltd (Unit: Creative Eye Ltd.)
For transfer/dematerialisation of Shares and any other query: Karvy House, 46, Avenue 4, Street No.1, Banjara Hills, Hyderabad 500 034
Email Id for investor’s correspondence: investorscel@yahoo.com
N. Any query on Annual Report: Registered Office of the Company
On behalf of the Board of Directors of
Creative Eye Limited;
Sd/-
Dheeraj Kumar
Chairman & Managing Director
Mumbai
28th May, 2013