The Board of Directors are pleased to present the 39th Annual Report and the Company's Audited Financial Statements for
the Financial Year ended March 31,2025.
FINANCIAL RESULTS.
The financial performance of the Company for the financial year ended March 31,2025 is summarized below:
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PARTICULARS
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31.03.2025
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31.03.2024
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Revenue From Operation
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260.80
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47.20
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Less: Cost of Production
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0.00
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2.99
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Gross Profit/loss
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260.80
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44.21
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Other Income
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87.54
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90.49
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Total
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348.34
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134.70
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Less: Other Expenses before interest and Depreciation
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323.33
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300.65
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Operating Profit/(Loss)
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25.01
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(165.95)
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Less: Interest
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90.27
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85.61
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Less: Depreciation
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6.49
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7.41
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Net Profit/(Loss) before Tax
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(71.75)
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(258.97)
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Less: Provision for Deferred Tax
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0
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0
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Less: Current Tax ( MAT)
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0
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0
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Less: Taxation Adjustments for earlier year (including MAT Credit Entitlement )
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0
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0
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Net Profit/(Loss) after tax
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(71.75)
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(258.97)
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Other Comprehensive income /(Loss) for the year
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5.54
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54.56
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Total Comprehensive income /(Loss) for the year
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(66.21)
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(204.41)
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Earning per share
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Basic
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(0.36)
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(1.29)
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Diluted
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(0.36)
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(129)
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COMPANY’S FINANCIAL PERFORMANCE
During the year under review, the Company recorded an operating turnover of 260.80 Lacs as compared to previous year
of Rs. 47.20 Lacs. your Company incurred Net Loss of Rs. 71.75 Lacs as compared to previous year of Rs 258.97 Lacs.
Additional information regarding Company's business operations and state of Company's affair is provided in the
Management Discussion and Analysis Report, which forms an integral part of the Annual Report.
TRANSFER TO RESERVES:
The Company has not transferred any amount to reserves for the year under review.
DIVIDEND
The Board of Directors of the Company have not recommended any dividend on Equity Shares due to the losses incurred
by the company during the year under review.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes or commitments affecting the financial position of the Company between the end of
the Financial Year and 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.
The Members are requested to take note of the following changes in the Directors during the financial year ended March
31,2025, and post closure of financial year, till the date of this Report:
1. Mr. Dheeraj Kumar Kochhar, Chairman and Executive Director, ceased to be a Director with effect from 15 July 2025
due to of his unfortunate demise. The Board expresses its deep sorrow and appreciated his contribution towards the
success and growth of the company
2. On recommendation of the Nomination and Remuneration Committee, the Board of Directors has considered and
approved to re-designate Mrs. Zuby Kochhar (DIN:00019868), Executive Director of the Company as Chairman of
the Board w.e.f. August 8,2025.
3. On recommendation of Nomination and Remuneration Committee the Board had considered and approved the
Appointment of Mr. Ashutosh Dheeraj kumar Kochhar (DIN- 11251298) as an Additional Director (Whole Time
Executive Director) of the company with effect from 28th August,2025 for the period of 3 years subject to the approval
of shareholders of the Company in ensuing AGM.
4. The Board of Directors of the Company in its meeting held on 28th August, 2025, re-appointed Mrs. Sarita Gopal Soni
(DIN: 08998686) as Independent Director of the Company for a further period of five years w.e.f. 23rd December,2025
subject to the approval of shareholders in ensuing AGM.
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 the Companies Act,2013 and Regulation 16 and 25 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. All the Independent Directors are duly registered with the Indian Institute of
Corporate Affairs (IICA). During the year, there has been no change in the circumstances which may affect their position
as Independent Director.
Further, the Independent Directors have also affirmed compliance with the Code of Conduct adopted by the Company. The
Board is of the opinion that the Independent Directors of the Company hold the highest standards of integrity and possess
requisite expertise, proficiency and experience required to fulfill their duties as Independent Directors.
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 31,2025, 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, 2025 is annexed with this annual report for your
kind perusal and information.
B) Internal Auditor for the financial year 2024-25
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 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.
C) Secretarial Auditor
Pursuant to the provisions of section 204 of the Companies Act,2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, 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 2024-25. The Report on Secretarial Audit in the prescribed format of MR- 3 is attached as
‘Annexure-A’ to this report.
The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
In accordance with the provisions of Regulation 24A of the Listing Regulations, as amended w.e.f. December 13,
2024, The Board has appointed M/s Kaushal Doshi & Associates, Company Secretaries, as Secretarial Auditors of
the Company for a period of five (5) consecutive years for a term of 5 (five) consecutive years commencing from
the Financial Year 2025-26 till the Financial Year 2029-30, subject to approval of the Members of the Company at
the ensuing 39th Annual General Meeting of the Company. They are eligible for appointment and the Company has
received confirmation from them that they are not disqualified from acting as Secretarial Auditors of the Company.
ANNUAL RETURN
The Annual Return as required under sub-section (3) of Section 92 of the Act in form MGT-7 is made available on the
website of the Company and can be accessed at chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https://www.
creativeeye.com/images/quar/Annual%20Return%202024-25.pdf
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
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 appended 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 two meetings of the Board of the
Directors has not exceeded 120 days..The details of meetings of the Board and its Committees and their attendance are
provided in the Corporate Governance Report, which forms part of this report.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Act, the Board of Directors to the best of their knowledge and
ability confirm that:
a) In the preparation of the annual financial statements for the year ended 31st March, 2025 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.
PARTICULARS OF 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 contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its
ordinary course of business and on an arm's length basis.
During the year under review, the Company had not entered into any contract / arrangement / transaction with related
parties which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014. The policy on Related Party Transactions as approved by the
Board is placed on the Company's website at www.creativeeye.com under Investors section.
There were no materially significant related party transactions which could have potential conflict with the interests of the
Company at large.
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 appended 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
The information relating to Conservation of Energy and Technology Absorption required under Rule 8(3)(A) and 8(3)(B)
of Companies (Accounts) Rules, 2014 is not applicable to the Company due to the very nature of the industry in which
it operates. However, we endeavor to support the environment by adopting environment friendly practices in our office
premises.During the year under review, there was no inflow or outgo of Foreign Exchange.
RISK MANAGEMENT POLICY
Pursuant to provisions of Section 134 of the Act and Regulation 17 of SEBI Listing Regulations,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.
In terms of Regulation 21 of SEBI Listing Regulations, the Constitution of Risk Management Committee was not applicable
during the Financial Year 2024-2025.
MD/CFO CERTIFICATION:
Managing Director and Executive Director 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, 2025. The said certificate forms an integral part of this annual report.
NOMINATION AND REMUNERATION POLICY:
In accordance with provisions of the Act and SEBI Listing Regulations, the Company has formulated a Policy on Nomination
& Remuneration of Directors and Senior Management Employees on recommendation of the Nomination & Remuneration
Committee. The main objective of the said policy is to identify individuals for appointment on the Board and at senior
management level of the Company, designation and composition of remuneration is reasonable and sufficient to attract,
retain and motivate. Details of the said Policy is given in the Corporate Governance Report.
WHISTLEBLOWER POLICY/ VIGIL MECHANISM:
The Company promotes ethical behavior in all its business activities and has put in place a mechanism of reporting illegal
or unethical behavior. The Company has a Vigil Mechanism/Whistle Blower Policy wherein the employees are free to report
violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be
notified by the Management to the work groups. The confidentiality of those reporting the violations is maintained and they
are not subjected to any discriminatory practice.
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 Company's 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.
SEXUAL HARASSMENT
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.
PERFORMANCE EVALUATION OF THE BOARD
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
Your Company has laid out an Internal Controls Framework which is commensurate with the size, scale and complexity
of its operations. This framework ensures the orderly and efficient conduct of its business, including adherence to the
Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records and the timely preparation of reliable financial information. Controls have been
identified along with risks and mitigation processes covering major areas across all business functions. These Internal
controls were reviewed by the Internal auditors..
Based on the Board's evaluation, it was determined that the Company's internal financial controls are adequate and were
operating effectively during the Financial Year 2024-25.
ACKNOWLEDGEMENT
Your directors thank all customers, vendors, investors, bankers and all other business partners for their excellent support
during the year. They wish to place on record, appreciation of the strong commitment and contribution made by employees
of the Company at all levels.
Your directors also take this opportunity to place on record their appreciation for continued co-operation and unstinted
support received from the film producers, distributors, exhibitors, and advertisers .
Your directors thank the Central Government, various State Governments and other Government agencies and bodies for
their support, and look forward to their continued support in the future.
For and on behalf of the Board of Directors
Creative Eye Limited
Sd/-
Place: Mumbai Zuby Kochhar
Date: 28th August, 2025. Chairman and Executive Director
DIN-00019868
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