Directors Report of 7Seas Entertainment Ltd.

Mar 31, 2015

Dear Members,

We have pleasure in presenting the Twenty fourth Annual report together with Audited accounts for the year ended 31st March, 2015.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:

The performance during the period ended 31st March, 2015 has been as under:

(Rs.)

Particulars 2014-15 2013-14

Total Income 3,298,530 1,74,03,162

Total Expenditure 17,78,11,779 6,50,34,154

Profit Before Tax (17,45,13,249) (4,76,30,992)

Provision for Tax - (1,04,22,166)

Profit/(Loss) after Tax (17,45,13,249) (3,72,08,827)

Transfer to General Reserves - -

Profit available for appropriation (17,45,13,249) (3,72,08,827)

Provision for Proposed Dividend - -

Provision for Corporate Tax - -

Balance Carried to Balance Sheet (14,45,85,346) 2,99,27,903

PERFORMANCE REVIEW:

The Company has recorded a turnover of Rs. 3,298,530 and sustained a Loss of Rs. 17,45,13,249 in the current year against the turnover of Rs. 17,403,162 and a Loss of Rs. 37,208,827 in the previous financial year ending 31.03.2014.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March and the date of Board's Report. CHANGE IN THE NATURE OF BUSINESS:

During the year the Company has not changed its business activities.

DIVIDEND:

Your Directors have decided not to recommend dividend for the year as the Company do not have profit.

BOARD MEETINGS:

The Board of Directors met 6 times during the year on 15.05.2014, 22.05.2014, 14.08.2014, 14.11.2014, 14.02.2015, and 27.03.2015 and the maximum gap between any two meetings was less than four months, as stipulated under Clause 49.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

During the year Ms. L. Hemalatha and Mr. B. Mohan Rao were appointed as the Directors of the Company.

Notices have been received from Members proposing candidature of Ms. L. Hemalatha and Mr. B. Mohan Rao for the office of Director of the Company.

In accordance with the Companies Act, 2013 read with Articles of Association of the company the Director namely Mr. L. Maruti Sanker retires by rotation and being eligible, offers himself for re-appointment at this ensuing Annual General Meeting. Your Directors recommend his re-appointment.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and clause 49 of the Equity Listing Agreement.

2.3 "Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of the Equity Listing Agreement.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member the Nomination and Remuneration Committee may take into account factors, such as:

* General understanding of the company's business dynamics, global business and social perspective;

* Educational and professional background

* Standing in the profession;

* Personal and professional ethics, integrity and values;

* Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

3.1.3 The proposed appointee shall also fulfill the following requirements:

* shall possess a Director Identification Number;

* shall not be disqualified under the companies Act, 2013;

* shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting;

* shall abide by the code of Conduct established by the company for Directors and senior Management personnel;

* shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

* Such other requirements as any be prescribed, from time to time, under the companies Act, 2013, Equity listing Agreements and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the company's business.

3.2 criteria of independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with the guidelines as laid down in companies Act, 2013 and Clause 49 of the Equity Listing Agreement.

3.2.3 The independent Director shall abide by the "code for independent Directors "as specified in Schedule IV to the companies Act, 2013.

3.3 other directorships/committee memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the company. The Nomination and Remuneration Committee shall take into account the nature of, and the time involved in a director service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act chairman of more than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder's relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director" means a director appointed to the Board of the company.

2.2 "key managerial personnel" means

(i) The Chief Executive Officer or the managing director or the manager;

(ii) The company secretary;

(iii) The whole-time director;

(iv) The chief financial Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 "Nomination and Remuneration committee" means the committee constituted by Board in accordance with the provisions of section 178 of the companies Act, 2013 and clause 49 of the Equity Listing Agreement.

3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee shall review and approve the remuneration payable to the Executive Director of the company within the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the Nomination and Remuneration committee shall also review and approve the remuneration payable to the key managerial personnel of the company.

3.1.3 The remuneration structure to the Executive Director and key managerial personnel shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and Annual performance Bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve the remuneration payable to the Non - Executive Directors of the Company within the overall limits approved by the shareholders as per the provisions of Companies Act, 2013.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declaration from Mr. M. Rama Mohan Rao and Mr. A. Seetarama Murthy, Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that they as Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).(Annexure II)

AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges read with Section 177 of the Companies Act, 2013.

II) The terms of reference of the Audit Committee include a review of the following:

* Overview of the Company's financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.

* Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

* Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

* Reviewing the financial statements and draft audit report including quarterly / half yearly financial information.

* Reviewing with management the annual financial statements before submission to the Board, focusing on:

1. Any changes in accounting policies and practices;

2. Qualification in draft audit report;

3. Significant adjustments arising out of audit;

4. The going concern concept;

5. Compliance with accounting standards;

6. Compliance with stock exchange and legal requirements concerning financial statements and

7. Any related party transactions

* Reviewing the company's financial and risk management's policies.

* Disclosure of contingent liabilities.

* Reviewing with management, external and internal auditors, the adequacy of internal control systems.

* Reviewing the adequacy of internal audit function, including the audit character, the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

* Discussion with internal auditors of any significant findings and follow-up thereon.

* Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

* Looking into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non- payment of declared dividends) and creditors.

* Reviewing compliances as regards the Company's Whistle Blower Policy.

III) The previous Annual General Meeting of the Company was held on 30.09.2014 and Chairman of the Audit Committee, attended previous AGM.

IV) The composition of the Audit Committee and the attendance of each member of the Audit Committee are given below:

The Company has complied with all the requirements of Clause 49 (II) (A) of the Listing Agreement relating to the composition of the Audit Committee. During the financial year 2014-2015, (5) four meetings of the Audit Committee were held on the 22.05.2014, 14.08.2014, 14.11.2014 and 14.02.2015.

The details of the composition of the Committee and attendance of the members at the meetings are given below:

1) Mr. M. Ramamohan Rao -- Chairman

2) Mr. A.S.R. Murthy -- Member

3) Mr. L. Maruti Sanker -- Member

4) Ms. L. Hemalatha -- Member

Name Designation Category No. of meetings held during their tenure

Mr. M. Rammohan Rao Chairman NED (I) 4

Mr. ASR Murthy Member NED(I) 4

Mr. L. Maruti Sanker Member ED(P) 4

* Ms. L. Hemalatha Member ED (P) 0

Name No. of meetings attended

Mr. M. Rammohan Rao 4

Mr. ASR Murthy 3

Mr. L. Maruti Sanker 4

* Ms. L. Hemalatha 0

NED (I): Non Executive Independent Director

ED (P): Executive Director Promoter

* Appointed w.e.f 27.03.2015

NOMINATION & REMUNERATION COMMITTEE:

The details of composition of the Committee are given below:

Name Designation Category

Mr. A.S.R. Murthy Chairman NED (I)

Mr. M. Ramamohan Rao Member NED(I)

Mr. L. Maruti sanker Member ED (P)

* Ms. L. Hemalatha Member ED (P)

Name No. of No. of meetings held meetings during their attended tenure

Mr. A.S.R. Murthy 4 3

Mr. M. Ramamohan Rao 4 4

Mr. L. Maruti sanker 4 4

* Ms. L. Hemalatha 0 0

NED (I): Non Executive Independent Director

ED (P): Executive Director Promoter

* Appointed w.e.f 27.03.2015

Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision of remuneration of the Managing Director/Whole Time Director of the Company and while approving:

* To take into account the financial position of the Company, trend in the industry, appointee's qualification, experience, past performance, past remuneration etc.

* To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered, individual performance etc.

No remuneration has been paid to the Executive Directors during the year.

STAKEHOLDER RELATIONSHIP COMMITTEE (SHAREHOLDERS/INVESTOR GRIEVANCE AND SHARE TRANSFER COMMITTEE):

Composition, meetings and the attendance during the year:

The Shareholders/Investors Grievance Committee was constituted to look into the redressing of Shareholders and Investors complaints concerning transfer of shares, non receipt of Annual Reports, and non receipt of Dividend and other allied complaints.

A. The details of composition of the Committee are given below:

Name Designation Category

Mr. L. Maruti Banker Chairman ED (P)

M. Rammohan Rao Member NED(I)

Mr. A.S.R. Murthy Member NED(I)

*Ms. L. Hemalatha Member ED (P)

Name No. of No. of meetings held meetings during their attended tenure

Mr. L. Maruti Banker 4 4

M. Rammohan Rao 4 4

Mr. A.S.R. Murthy 4 4

*Ms. L. Hemalatha 0 0

NED (I): Non Executive Independent Director

ED (P): Executive Director Promoter

* Appointed w.e.f 27.03.2015

B. Powers:

The Committee has been delegated with the following powers:

* to redress shareholder and investor complaints relating to transfer of shares, Dematerialization of Shares, non-receipt of Annual Reports, non-receipt of declared dividend and other allied complaints.

* to approve, transfer, transmission, and issue of duplicate / fresh share certificate(s)

* Consolidate and sub-division of share certificates etc.

* To redress, approve and dispose off any, other complaints, transactions and requests etc., received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of shares to the Registrar and Share Transfer Agents, who process share transfers within a week of lodgment in the case of shares held in physical form.

The Company has designated an e-mail ID called [email protected] for redressal of shareholders' complaints/grievances.

RISK MANAGEMENT COMMITTEE

A.) Composition:

The Details of composition of the Committee are given below:

Name Designation Category

Mr. L. Maruti Sanker Chairperson ED(P)

Mr. M. Rama mohan Rao Member NED(I)

NED (I) : Non Executive Independent Director

NED (Ni) : Non Executive Non-Independent

Role and Responsibilities of the Committee includes the following:

* Framing of Risk Management Plan and Policy

* Overseeing implementation of Risk Management Plan and Policy

* Monitoring of Risk Management Plan and Policy

* Validating the process of risk management

* Validating the procedure for Risk minimization.

* Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes.

* Continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed.

VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec. 134(5) of the Companies Act, 2013 the Board of Directors of your Company hereby certifies and confirms that:

a. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The Directors have selected such accounting policies and applied them consistently and made judgment and estimates 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 and loss of the Company for that period;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the Annual accounts on a going concern basis.

e. The Directors of the Company had laid down internal financial controls and such internal financial controls are adequate and were operating effectively.

f. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

SUBSIDIARY COMPANY:

Your Company does not have any subsidiary.

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report (FORMAT IN ANNEXURE I)

AUDITORS:

M/s. M.M Reddy & Co, Chartered Accountants, Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, have expressed their willingness for re-appointment. Your directors propose the appointment of M/s. M.M Reddy & Co, Chartered Accountants, as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

INTERNAL AUDITORS:

M/s. Chanamolu & Co. Chartered Accountants, Hyderabad are the internal Auditors of the Company.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by M/s. S. S. Reddy & Associates, Practicing Company Secretaries is annexed to this Report as annexure.

AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31, 2015 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the robust capital market in the coming years.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013, and noted that the secretarial Audit Report contains the following observations.

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013, and noted is at the same that the company has not appointed company secretary, CFO and Internal Auditor during the year but the company is taking necessary measures to appoint the same at the earliest.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy

Adequate measures have been taken to reduce energy consumption, wherever possible. Total energy consumption and energy consumption per unit of production is not applicable as company is not included in the industries specified in the schedule.

B. Technology Absorption

1. Research and Development (R&D) : Nil

2. Technology absorption, adoption and innovation : Nil

C. Foreign Exchange Earnings and Out Go

1. Foreign Exchange Earnings : Rs. 19,54,141/-

2. Foreign Exchange Outgo : Nil

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period under review there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company's operations in future.

INSURANCE:

The company's properties have been adequately insured against major risks. All the insurable interests of your Company including machinery, stock and liabilities under legislative enactments are adequately insured.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans, Guarantees or made any investments during the year under review.

RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

Since your Company does not have the net worth of Rs. 500 Crores or more, or turnover of Rs. 1000 Crores or more, or a net profit of Rs. 5 Crores or more during the financial year, so section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable to the Company and hence the Company need not adopt any Corporate Social Responsibility Policy

RELATED PARTY TRANSACTIONS:

During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at www.7seasent.com.

FORMAL ANNUAL EVALUATION:

As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made thereunder, the independent Directors of the company had a meeting on 27.03.2015 without attendance of non- independent directors and members of management. In the meeting the following issues were taken up:

(a) Review of the performance of non-independent Directors and the Board as a whole;

(b) Review of the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

(c) Assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The meeting also reviewed and evaluated the performance of non- independent Directors. The company has 3 (three) non-independent Directors namely:

i) Mr. L. Maruti Sanker

ii) Mr. B. Mohan Rao

iii) Ms. L. Hemalatha

The meeting recognized the significant contribution made by non- independent directors in the shaping up of the company and putting the company on accelerated growth path. They devoted more time and attention to bring up the company to the present level.

The meeting also reviewed and evaluated the performance of the Board as whole in terms of the following aspects:

* Preparedness for Board/Committee meetings

* Attendance at the Board/Committee meetings

* Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments.

* Monitoring the effectiveness of the company's governance practices

* Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective in the Board.

* Ensuring the integrity of the company's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for financial and operational control and compliance with the law and relevant standards.

It was noted that the Board Meetings have been conducted with the issuance of proper notice and circulation of the agenda of the meeting with the relevant notes thereon.

DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014, a remuneration of Rs. 24,00,000/- p.a. is being paid to Mr. L. Maruti Sanker, Managing Director of the Company.

The required disclosures are given as Annexure.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid up capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less than Rs. 25 Crores, Corporate Governance is Not Applicable.

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

SECRETARIAL STANDARDS

EVENT BASED DISCLOSURES:

S.No. Particulars

1 Issue of sweat equity share NA

2 Issue of shares with differential rights NA

3 Issue of shares under employee's stock option scheme NA

4 Disclosure on purchase by company or giving of loans by NA it for purchase of its shares

5 Buy-back shares NA

6 Disclosure about revision NA

7 Preferential Allotment NA

EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 5,00,000/- and above per month or Rs. 60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

No. of complaints received : Nil

No. of complaints disposed off : Nil

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

For and on behalf of the Board of M/s. 7Seas Entertainment Limited

Sd/- Sd/- L. Maruti Sanker L .Hemalatha Place: Hyderabad Managing Director Whole time Director Date: 14.08.2015 (DIN: 01095047) ( DIN: 02226943)

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Mar 31, 2014

The Members

We have pleasure in presenting the 23rd Annual Report with Audited Statements of Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS:

(Lakhs)

Particulars 2013-14 2012-13

Income 174.03 1073.65

Expenditure 650.34 1057.39

Profit/Loss for the year (372.09) 4.16

Add: Profit brought forward 671.37 667.20

Profit / (Loss) carried to Balance Sheet 299.28 671.37

DIVIDEND:

Your Directors express their inability to recommend dividend for the year.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on The Ahmedabad Stock Exchange Limited and are being traded on Indo Next Model of BSE Limited.

ALLOTMENT OF EQUITY SHARES:

During the year the company has converstion of warrants of into equity Shares. The company paid up capital 71,10,9000 divided into 71,10,900 equity shares of Rs. 10/- each.

SUBSIDIARY COMPANY:

Company is in process to close its subsidiary M/s Fortune 7Inc, USA due to reduced business volume and unviable business opportunities for M/s. Fortune 7lnc, U.S.A 100% subsidiary of the Company, after taking appropriate approvals.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report as Annexure.

INSURANCE:

The company''s assets have been adequately insured against major risks. DIRECTORS:

The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013 and the amended Listing Agreement. With the changes in the Companies Act, the Company would not have any upper age limit of retirement of Independent Directors from the Board and their appointment and tenure will be governed by the provisions of Companies Act, 2013. In line with the requirements of the Companies Act, 2013, it is therefore proposed to appoint existing independent directors, as Independent Directors on the Board of the Company for a term up to five consecutive years. A brief profile of proposed Independent Directors, including nature of their expertise, is provided in this Annual Report.

Notices have been received from Members proposing candidature of the Directors namely Mr. ASR Murthy, and Mr. Ramamohan Rao for the office of Independent Directors of the Company. In the opinion of the Board, they fulfill the conditions specified in the Companies Act, 2013 and the Rules made there under for appointment as Independent Directors of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed and there are no material departures.

ii. We have selected appropriate accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2014 and of the profit of the company for the financial year ended 31st March 2014.

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. We have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis.

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

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : Rs. 31.67 lacs

Foreign Exchange Outgo : NIL

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code of Conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of Conduct has also been placed on the website of the company. A declaration signed by the Managing Director is given in Annexure.

AUDITORS:

Your directors propose the appointment of M/s. M. M. Reddy & Co. as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors forms part of this Report as Annexure.

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and co- operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders

I, L. Maruti Sanker, Managing Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board For 7Seas Entertainment Limited

Place: Hyderabad Sd/- Date: 14.08.2014 L. Maruti Sanker Managing Director (DIN : 01095047)

---

Mar 31, 2013

To The Members

The have pleasure in presenting the 22nd Annual Report with Audited Statements of Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS: (Rupees in Lakhs)

On Standalone Basis:

Particulars 2012-13 2011-12

Income 1073.65 1696.30

Expenditure 1057.39 1246.25

Profit for the year 4.16 299.18

Add: Profit brought forward 667.20 395.81

Profit / (Loss) carried to Balance Sheet 671.37 667.20

On Consolidated Basis:



Particulars 2012-13 2011-12

Income 1250.24 2309.09

Expenditure 1255.60 1837.86

Profit for the year (17.46) 316.98

Add: Profit brought forward 691.43 402.24

Profit / (Loss) carried to Balance Sheet 673.97 691.43

PERFORMANCE REVIEW :

During the financial year 2012-13, the global economic environment was on a slow growth path. There were signs of faster growth in certain geographies, primarily in the emerging markets. The prevailing uncertainties were challenging, which called for much higher level of efficiency and preparedness for participants in the market.

The Company on standalone basis has recorded a turnover of Rs. 1073.65 Lakhs and the profit of Rs. 4.16 Lakhs in the current year against the turnover of Rs. 1696.30 lakhs and profit of Rs. 299.18 Lakhs in the previous financial year ending 31.03.2012.

The Company has been continuously working on quality up gradation and austerity measures for achieving efficient running of the organization.

DIVIDEND :

Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

PUBLIC DEPOSITS :

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING :

The equity shares of your company are listed on The Ahmedabad Stock Exchange and are being traded on IndoNext Model of BSE Limited.

ALLOTMENT OF EQUITY SHARES :

In the month of April, 2013, the Company has converted 5,50,000 convertible warrants into 5,50,000 equity shares of Rs. 10 /- each with the premium of Rs. 35/- per share.With this the paid up capital of the Company stands at Rs. 7,03,59,000 divided into 70,35,900 equity shares of Rs. 10/each.

SUBSIDIARY COMPANY :

Company is in process to close its subsidiary M/s Fortune 7Inc, USA due to reduced business volume and unviable business opportunities for M/s. Fortune 7lnc, U.S.A 100% subsidiary of the Company, after taking appropriate approvals.

MANAGEMENT DISCUSSION AND ANALYSIS :

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report as Annexure.

INSURANCE :

The company''s assets have been adequately insured against major risks. DIRECTORS :

In accordance with the Companies Act, 1956 read with Articles of Association of the company, the Director namely Mr. A.S.R. Murthy retires by rotation and is eligible for re-appointment. Your Board recommends the re appointment of the Director above in the best interests of the company.

During the year the director namely Mr. D.V.S. Prasad resigned from the Board w.e.f. 28.09.2012. The Board placed on record its sincere appreciation for the valuable services rendered by him during his tenure as director of the company.

BRIEF PROFILE OF MR. A.S.R.MURTHY :

Particulars Mr. A.S.R. Murthy

Date of Birth 22.11.1968

Date of Appointment 23.07.2011

Qualifications Graduate

No. of Shares held in the Company Nil

Directorships held in other companies Nil

(excluding private limited and foreign companies)

Positions held in mandatory committees Nil

of other companies__

DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 your directors confirm:

(I) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial year 31.03.2013 and of the profits of the company for that period;

(iii) 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 safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that they have prepared the annual accounts on a going concern basis.

A. Conservation of Energy :

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

PARTICULARS OF EMPLOYEES :

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT :

The Code of Conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of Conduct has also been placed on the website of the company. A declaration signed by the Managing Director is given in Annexure.

AUDITORS :

Your directors propose the appointment of M/s. M M Reddy & Co. as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE :

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors forms part of this Report as Annexure.

ACKNOWLEDGEMENTS :

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders

I, L. Maruti Sanker, Managing Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board

For 7Seas Entertainment Limited

Place: Hyderabad Sd/-

Date: 14.08.2013 L. Maruti Sanker

Managing Director

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Mar 31, 2012

The have pleasure in presenting the 21st Annual Report with Audited Statements of Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS

On Standalone basis

(Rupees in Lakhs)

Particulars 2011-12 2010-11

Income 1695.95 868.34

Expenditure 1246.25 714.10

Profit for the year 299.18 122.72

Less: MAT credit 27.79 0.00

Add: Profit brought forward 395.81 273.09

Profit carried to Balance Sheet 667.20 395.81

On Consolidated basis

(Rupees in Lakhs)

Particulars 2011-12 2010-11

Income 2308.74 1362.95

Expenditure 1837.86 1202.69

Profit for the year 316.98 126.93

Less: MAt credit 27.79 0.00

Add: Profit brought forward 402.24 275.31

Profit carried to Balance Sheet 691.43 402.24

PERFORMANCE REVIEW

A) STANDALONE

The Ministry of Corporate Affairs (MCA) vide notification no. S.o. 447(E) dated 28th February, 2011 amended the existing Schedule VI to the Companies Act, 1956. the Revised Schedule VI is applicable from financial year commencing from 1st April, 2011. the financial statements of your Company for the year ended 31st March, 2012 have been prepared in accordance with the Revised Schedule VI and accordingly, the previous year's figures have been reclassified/ regrouped to conform to this year's classification.

The Company has recorded a turnover of Rs.1695.95 Lakhs and the profit of Rs. 299.18 Lakhs in the current year against the turnover of Rs. 868.34 lakhs and profit of Rs. 122.72 Lakhs in the previous financial year ending 31.03.2011.

The Company has been continuously working on quality up gradation and austerity measures for achieving efficient running of the organization.

B) CONSOLIDATION

the Company has recorded a turnover of Rs.2308.74 Lakhs and the profit of Rs. 316.98 Lakhs in the current year against the turnover of Rs. 1362.95 Lakhs and profit of Rs. 126.93 Lakhs in the previous financial year ending 31.03.2011.

The Consolidated Financial Statements of your company for the financial year 2011-2012, have been prepared in compliance with applicable Accounting Standards and where applicable Listing Agreement as prescribed by the Securities and Exchange Board of India.

DIVIDEND

Keeping the Company's expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

PUbLIC DEPOSITS

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

Listing

The equity shares of your company are listed on the Ahmedabad Stock Exchange and are being traded on IndoNext Model of Bombay Stock Exchange.

CAPITAL OF THE COMPANY

During the period, the company has allotted 1,00,000 equity shares on conversion of warrants into equity shares to the promoter at an issue price of Rs 50/- each. Further 1,82,960 equity shares were allotted to the employees on exercise of conversion of 1,82,960 options at an exercise price of Rs 14.85/- per option. In view of the above allotments, the outstanding shares of the Company during the year increased from 62,02,940 equity shares of Rs. 10/- each to 64,85,900 equity shares of Rs. 10/- each.

UTILISATION OF FUNDS

During the period the company has raised funds of about Rs.77.17 Lakhs by way of preferential allotment of shares / ESoPs etc. the amount has been spent towards the capital expenditure and working capital requirements etc., of the Company.

SUBSIDIARY COMPANY

Your Company has one wholly owned subsidiary company in the name of Fortune 7 Inc, located in uSA with an intention to expand its products range outside India.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

INSURANCE

The company's assets have been adequately insured against major risks.

DIRECTORS

In accordance with the Companies Act, 1956 read with

Articles of Association of the company the Director namely Mr. Ramamohan Rao retires by rotation and is eligible for re- appointment. Your Board recommends the re appointment of the Director above in the best interest of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 your directors confirm i) that the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures. ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates 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. iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities. iv) that the directors had prepared the annual accounts on the going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY

aBsorption & foreign eXchange earnings and out go the required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. CONSERVATION OF ENERGY

Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.



B. TECHNOLOGY ABSORPTION

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

c. Foreign exchange earnings and out go Foreign Exchange Earnings : Rs.1398.40 lacs

Foreign Exchange outgo : NIL

PARTICULARS OF EMPLOYEES

There is no employee who is falling under section 217 (2A). therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

EMPLOYEES STOCK OPTION SCHEME

The members of the Company in the AGM held on 22.09.2011 approved formulation of 'Employees Stock option Scheme - 2011'. A certificate has been obtained from the Statutory Auditor regarding compliance with the ESoP guidelines.

CODE OF CONDUCT

The Code of Conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of Conduct has also been placed on the website of the company. A declaration signed by the Managing Director is given in Annexure.

AUDITORS

Your directors propose the appointment of M/s. M M Reddy & Co. as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the Company.

CORPORATE GOVERNANCE

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, Forms part of this Report as Annexure.

AWARDS TO THE COMPANY

a. the Company for the 4th year in a row has won the International Stevie Business Award 2011 in creative and media award category for best website design for its free mobile content portal www.mobizill.com

b. Has won 'Game Site Standard of Excellence Award from Web Marketing Association for the year 2011 for its online gaming portal www.onlinerealgames.com

c. Has won two FICCI (BAF) Awards 2012 in online games category for its online game 'kiLLer instinct' and in mobile game category for its mobile game 'aLeXia the great'.

d. Has won the 24 FPS 2011 MAAC International Animation Award under 'Best Game Design' category for its online casual game 'the darkman'

e. Has won Appreciation Award from CSI (Computer Society of India) 2011 for its online casual game 'the darkman'

ACKNOWLEDGEMENTS

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION bY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPlIANCE WITH THE CODE OF CONDUCT THE SHAREHOLDERS

I, L. Maruti Sanker, Managing Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on Behalf of the Board 7SEAS ENTERTAINMENT LIMITED

Sd/- Place : Hyderabad L. MARUTI SANKER Date : 31.07.2012 Managing Director