Directors Report of Baba Arts Ltd.

Mar 31, 2023

The Company’s Board of Directors (“Board”) is pleased to present the Twenty Fourth Annual Report of Baba Arts Limited (“Company”) for the financial year ended 31st March, 2023.

In Compliance with the applicable provisions of the Companies Act, 2013, (including any statutory modification(s) or reenactments) thereof, for time being in force) (“the Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), this report covers the financial results and other developments during the financial year ended 31st March, 2023 and up to the date of Board Meeting held on 25th May, 2023 to approve this report, in respect of Baba Arts Limited.

• FINANCIAL RESULTS

(Rs. in Lakhs)
Particulars	March 31, 2023	March 31, 2022
	As per IND AS
Revenue from Operations	278.75	1801.80
Other Income	103.78	90.38
Total Income	382.53	1892.18
Total Expenditure	249.29	1481.12
Profit Before Tax	133.24	411.06
Less: Tax Expenses
Current Tax	36.03	113.06
Prior Year Short Provision of Tax	(5.44)	-
Deferred Tax	0.44	0.46
Net Profit /(Loss) for the Year	102.21	297.54

• DIVIDEND

In order to strengthen the reserves of the Company, your directors consider it prudent to plough back the profits and not to recommend any dividend for the financial year 2022-23.

• REVIEW OF OPERATIONS

During the year under review, income from Post Production activity increased to Rs.7.84 Lakhs from Rs. 6.46 Lakhs in the previous year. Your Company earned income from trading in IPR of Rs.251.85 Lakhs in the current year as against Rs. 1795.33 Lakhs in the previous year. After providing for depreciation of Rs. 5.89 Lakhs (Previous Year Rs. 5.88 Lakhs), Current Tax (Net of MAT Credit entitlement) of Rs. 36.03 Lakhs (Previous Year Rs. 113.06 Lakhs), your Company earned net profit after tax of Rs. 102.21 Lakhs vis-a-vis net profit after tax of Rs. 297.54 Lakhs in the previous year. Other Comprehensive Expense for the year was Rs. 0.70 Lakhs (Previous Year Other Comprehensive Income Rs.0.72 Lakhs).

• TRANSFER TO RESERVES

Your directors have proposed not to transfer any amount to reserves.

• CHANGES IN NATURE OF BUSINESS, IF ANY

During the year under review your Company has ventured in to new business activity of monetizing Digital Media Content on various digital platforms like You Tube, Face Book etc.

• MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

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 signing of this report.

• BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL> DIRECTORS

Shri Santosh A. Shah and Shri Sanjiv L. Hinduja hold office as Independent Directors of the Company up to 31st March, 2024.

During the year, Ms. Juhi V. Pania resigned as Independent Director of the Company with effect from 23rd August, 2022 as she has shifted abroad for indefinite period of time.

Your board of directors have placed on record its sincere appreciation for the active participation in meetings of the board by Ms. Juhi V. Pania during her brief association with the Company as an Independent Director.

Re-appointment of Director retiring by rotation:

In terms of Section 152 of the Companies Act, 2013, Shri Nikhil G Tanwani (DIN 01995127), Whole Time Director, retires by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment. Shri Nikhil G. Tanwani has confirmed that he is not disqualified for appointment as director under Section 164 of the Act and has offered himself for re-appointment.

The necessary resolution for re-appointment of Shri Nikhil G. Tanwani forms part of the notice convening the 24th Annual General Meeting ("24th AGM") scheduled to be held on Tuesday, the 12th September, 2023.

Re-Appointment of Managing Director

Existing tenure of Shri Gordhan P. Tanwani, Managing Director of the Company will be expiring on 31st October, 2023. Pursuant to the recommendation of Nomination and Remuneration Committee (‘NRC’), your board of directors has proposed to reappoint Shri Gordhan P. Tanwani as Managing Director in the category of Non-Independent Executive Director for a further period of 4 years from 1st November, 2023 to 31st October, 2027 subject to approval of the shareholders of the Company by a special resolution.

The board recommends for approval of the members by way of a special resolution, the re-appointment of Shri Gordhan P Tanwani as Managing Director for a period of 4 years from 1 st November, 2023 up to 31 st October, 2027 as set out under item no. 3 of the accompanying notice of the 24th AGM of the Company.

A brief resume of directors being appointed / re-appointed along with the nature of their expertise, their shareholding in your Company and other details as stipulated under Regulation 36(3) of the Listing Regulations is given in the notice convening the 24th AGM.

> KEY MANAGERIAL PERSONNEL

Shri Gordhan P. Tanwani, Chairman & Managing Director, Shri Ajay D. Acharya, Chief Financial Officer and Shri Naishadh H. Mankad, Company Secretary continue to be Key Managerial Personnel (KMP) of the Company in compliance with the requirements of Section 203 of the Companies Act, 2013.

> INDEPENDENT DIRECTORS

In terms of Section 149 of the Act, Shri Santosh A. Shah, and Shri Sanjiv L. Hinduja are Independent Directors of the Company. They are not liable to retire by rotation in terms of Section 149(13) of the Act.

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations and are independent of the management.

In terms of Regulation 25(8) of the Listing Regulations, the independent directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The board of directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

The board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of Legal, Accounts and Finance, Governance etc. and that they hold highest standards of integrity.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors’ Databank maintained with the Indian Institute of Corporate Affairs (‘IICA’) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. Further, both the Independent Directors are exempt from the requirement to undertake the online proficiency self-assessment test conducted by IICA.

> FAMILIARISATION PROGRAMME

The Company has put in place an induction and familiarization programme for all its directors including independent directors so as to acquaint themselves with the nature of the industry in which the Company operates. The directors are periodically advised about the changes effected in the Corporate Laws, Listing Regulations, Taxation Laws and other statutes applicable to the Company, with regard to their roles, rights and responsibilities as director of the Company. The familiarization programme for independent directors in terms of the provisions of Regulation 46(2) (i) of the Listing Regulations is uploaded on the web site of the Company.

> ANNUAL EVALUATION OF BOARD

Pursuant to Regulation 17 of the Listing Regulations read with Section 134 (3)(p) of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, annual evaluation of the performance of the board, its Committees and of individual directors has been made during the year under review. To facilitate the evaluation process, the Nomination & Remuneration Committee of the board has laid down the evaluation criteria for the performance of Executive/Non-Executive / Independent Directors through a board effectiveness survey. A questionnaire of the survey is designed with the objective of reviewing the functioning and effectiveness of the board. Each board member (other than the director being evaluated) is requested to evaluate the effectiveness of the members of the board on the basis of information flow, decision making of the directors, relationship to stakeholders, Company performance, Company strategy, and the effectiveness of the whole board and its various committees on a scale of one to five.

Evaluation of Independent Directors is done on the basis of their role in governance, control and guidance and more particularly their performance in the following areas:

♦ Their contribution towards monitoring the Company’s corporate governance practice

♦ Their participation in formulating business strategies and

♦ Their participation in board and committee meetings and generally fulfilling their obligations and fiduciary responsibilities as directors of the Company.

• BOARD AND COMMITTEES> NUMBER OF MEETINGS OF BOARD

The board met four times during the year, details of which are given in the Corporate Governance Report that forms part of this annual report. The intervening gap between the meetings was within the limit prescribed under the Act and the Listing Regulations.

> COMMITTEES OF BOARD

As on 31st March, 2023 the board had 3 (Three) Committees - the Audit Committee, the Nomination & Remuneration Committee and the Stakeholders Relationship Committee.

A detailed note on the composition of board and its committees and the number of meetings held and attendance of directors at such meetings is provided in the Corporate Governance Report, which forms part of the Annual Report.

• POLICY ON DIRECTORS’ APPOINTMENT & REMUNERATION

The Board has in accordance with the provisions of Sub-Section (3) of Section 178 of the Act, formulated a policy setting out the criteria for determining qualifications, positive attributes, independence of a director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The text of the policy is available on the website of the Company www.babaartslimited.com.

• RISK MANAGEMENT POLICY

The Board of Directors of your Company periodically assesses the risk in the internal and external business environment and takes necessary steps to mitigate the said risks. The Company has an adequate risk management plan in place which is reviewed at regular intervals by the Board.

• VIGIL MECHANISM /WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide a formal vigil mechanism to the directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the audit committee. It is affirmed that no personnel of the Company have been denied access to the audit committee.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of energy:

	Sr. No.	Particulars	Details
	I	the steps taken or impact on conservation of energy	Your Company’s activities do not require substantial energy consumption. However, the Company continues to lay emphasis on reducing energy consumption by constantly monitoring the consumption and taking steps to reduce wasteful use of energy. Employees are trained to switch off computers, air conditioners and lights when not required.
	II	the steps taken by the company for utilizing alternate sources of energy.	Not applicable, in view of comments in clause (i)
	III	the capital investment on energy conservation equipments	Not applicable, in view of comments in clause (i)
(B)Technology absorption:
	Sr. No.	Particulars	Details
	I	the effort made towards technology absorption	The Company does not have any imported technology.
	II	the benefits derived like product improvement, cost reduction, product development or import substitution	N.A.
	III	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) a) the details of technology imported b) the year of import; c) whether the technology has been fully absorbed d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	N.A.
	V	the expenditure incurred on Research and Development	Nil

(C) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earning during the year was Rs. 49,23,785/- (Previous Year Rs. 87,50,000/-) and Foreign Exchange outgo during the year under review was Rs. 6,02,952/-.

Export Efforts

The Company is engaged in providing post production services to entertainment industry in its post production studio and creating content for Television and also in film production and distribution activity where there is not much scope for exports. However, the Company has earned some export income through exploitation of intellectual property rights of entertainment content.

• DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There were no orders passed by regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

• DETAILS IN RESPECT OF ADEQUECY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls with reference to financial statements.

The Internal Auditor continuously monitors the efficiency of the internal controls/compliance with the objective of providing to audit committee and the board of directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of the organization’s risk management, control and governance processes. This system of internal control facilitates effective compliance of Section 138 of the Act and the Listing Regulations.

During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

• MAINTENANCE OF COST RECORDS

Maintenance of Cost Records as specified by the Central Government under Section 148(1) of the Act, is not applicable to the Company.

• AUDITORS> Statutory Auditor

M/s. M M Nissim & Co LLP are the Statutory Auditors of the Company who were appointed for a period of five years in the 23rd Annual General Meeting held on 20th September, 2022 and hold office up to the conclusion of the 28th Annual General Meeting of the Company without any further ratification by the shareholders of the Company.

M/s. M M Nissim & Co LLP, have confirmed that they are not disqualified to hold the office of the Statutory Auditor.

There are no qualifications, reservations or adverse remarks made by M/s. M M Nissim & Co LLP, Statutory Auditors, in their report for the Financial Year ended 31st March, 2023.

Pursuant to provisions of Section 143(12) of the Act, the Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

> Internal Auditor

Pursuant to Section 138 of the Act, the Board of Directors of the Company has appointed M/s. SCA & Associates, Chartered Accountants as the internal auditors of the Company for the financial year 2023-2024.

The audit committee of board of directors in consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit.

• ANNUAL RETURN

The Annual Return of the Company will be placed on the Company’s Website www.babaartslimited.com after necessary certification and filing the same with the Ministry of Corporate Affairs.

An extract of the Annual Return as on 31st March, 2023, is attached in Annexure I to this report.

• SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company, with approval of board, appointed M/s Dholakia & Associates LLP, Company Secretaries in whole time practice to undertake the Secretarial Audit of the Company for the financial year 2022-2023. The detailed report on Secretarial Audit is appended as an Annexure II to this report. There is no qualification, reservation or adverse remarks given by Secretarial Auditors of the Company.

The board at its meeting held on 25th May, 2023 has appointed M/s Dholakia & Associates LLP, Company Secretaries in whole time practice for conducting Secretarial Audit of the Company for the financial year 2023-2024.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year 2022-2023 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars / Guidelines issued there under. The annual secretarial compliance report duly signed by Shri Nrupang B. Dholakia, (ICSI Membership No. 10032) Designated Partner of M/s Dholakia & Associates LLP, Company Secretaries in whole time practice has been submitted to BSE Limited within the stipulated time in compliance with the provisions of the Regulation 24(A) of the Listing Regulations.

• PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS

During the year under review, your Company has not given loans, guarantees, provided securities or made investments covered under Section 186 of the Act, 2013.

• CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A separate report on Corporate Governance is provided together with a Certificate from Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations.

A certificate of the Managing Director (MD) and Chief Financial Officer (CFO) in terms of Regulation 17(8) as specified in Part B of Schedule II of the Listing Regulations, inert alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the audit committee, is also annexed.

The Management Discussion Analysis Report as required under the Listing Regulations is presented in separate section and forms part of this Annual Report.

• SEXUAL HARASSMENT

The provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the Company as the Company is having less than 10 employees. The Company did not receive any complaint of sexual harassment at workplace during the year under review.

• APPLICATION MADE OR PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016.

No Application was made or any proceedings is pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

• DEPOSITS

Your Company has not invited / accepted any deposits from public under Section 73 to Section 76 of the Act, hence the disclosures required as per Rule 8 (5) (v) and (vi) of the Companies (Accounts) Rules, 2014 are not applicable to your Company.

• PARTICULARS OF CONTRACTS OR ARRANGMENT WITH RELATED PARTIES

All related party transactions that were entered into during the financial year under review were on an arm’s length basis and in ordinary course of business and were in compliance with the applicable provisions of the Act, and the Listing Regulations.

All related party transactions are placed before the Audit Committee as also before the Board for approval at every quarterly meeting. Details of transactions with related parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure III in Form AOC -2 and forms part of this report.

Your Company has formulated a policy on related party transactions which is also available on Company’s website at www.babaartslimited.com.

• DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of the Section 135 the Act, are not applicable to the Company.

• PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act, read with Rule 5(1), 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure IV.

• SHARE CAPITAL

The Company has only one class of shares viz. equity shares with a face value of Re.1/- each.

> ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued equity shares with differential rights during the year under review.

> ISSUE OF SWEAT EQUITY SHARES

The Company has not issued sweat equity shares during the year under review.

> ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not issued any Employee Stock Options during the year under review.

• SHARE CAPITAL AUDIT

Share Capital audit as per the directives of Securities & Exchange Board of India is being conducted on quarterly basis by M/s. Dholakia & Associates LLP, Company Secretaries in whole time practice and the audit reports are duly forwarded to BSE Limited where the shares of the Company are listed.

• BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Reporting as required by Regulation 34(2) (f) of the Listing Regulations is not applicable to your Company for the financial year ended 31st March, 2023.

• GREEN INITIATIVES

Pursuant to Section 101 and 136 of the Act, the Company has sent the annual report through electronic mode (e-mail) to all shareholders who have registered their email addresses with the Company or with Depository to receive the annual report through electronic mode and initiated steps to reduce consumption of paper.

Physical copy of this annual report is mailed to those shareholders whose e mail addresses are not registered with the Depository or with the Registrar and Transfer Agents of the Company. The annual report is also available on the web site of the Company www.babaartslimited.com.

• SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES.

The Company does not have any Subsidiary, Joint Venture and Associate Company.

• SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively. During the financial year under review, the Company was in compliance with Secretarial Standards i.e. SS 1 and SS 2 relating to “Meetings of Board of Directors” and “General Meetings” respectively.

• DIRECTORS’ RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with Indian Accounting Standards (IND AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Companies Act,2013 and guidelines issued by SEBI. The IND AS are prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Accounting Policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

In accordance with Section 134(5) of the Companies Act, 2013, your board of directors confirms that:

i) In the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 have been followed and there are no material departures from the said standards;

ii) The accounting policies have been consistently applied and reasonable and prudent judgment and estimates have been made so as to give a true and fair view of the profit of the Company for the year ended on 31st March, 2023 and the state of affairs of the Company as at 31st March, 2023 as disclosed in the enclosed accounts;

iii) Proper and sufficient care has been taken for 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;

iv) The annual accounts have been prepared on a going concern basis.

v) They have laid down internal financial controls for the Company and such financial controls are adequate and operating effectively; and

vi) They have devised proper systems to ensure compliance with provisions of all applicable laws and such systems are adequate and operating effectively.

ACKNOWLEDGEMENT

The Board wishes to thank all the Company’s customers, vendors and Company’s bankers, who have extended their continuous support to the Company.

Your directors specially thank the shareholders of the Company for having reposed their confidence in the management of the Company and employees and technicians of the Company at all levels for their dedicated services to the Company and the contribution made by them towards working of the Company.

---

Mar 31, 2015

Dear Members,

The directors have pleasure in presenting their Sixteenth Annual Report together with the Audited Accounts for the year ended on 31st March, 2015.

FINANCIAL RESULTS

(Rs. Lac.)

Particulars March 31, 2015 March 31, 2014

Income from Operations 8,595.39 489.27

Other Income 32.32 28.23

Total Income 8,627.71 517.50

Total Expenditure 8,866.89 535.30

Profit /(Loss) before Finance (239.18) (17.80) Charges, Depreciation and Tax

Finance Charges 3.16 6.75

Profit /(Loss) after interest (242.34) (24.55) but before Depreciation

Depreciation 20.41 27.42

Profit /(Loss) before Tax (262.75) (51.97)

Provision for Tax

- Current Tax — —

- Deferred Tax — —

Prior period Adjustments — 1.25

Net Profit /(Loss) for the Year (262.75) (50.72)

Profit /(Loss) brought forward 1,555.31 1,606.04 from previous year

Transitional Depreciation (19.09) —

Profit available for Appropriations 1,273.47 1,555.31

Appropriations

Balance Profit /(Loss) carried 1,273.47 1,555.31 forward to Balance Sheet

DIVIDEND

In view of losses incurred during the year, your directors have not recommended any dividend on equity shares for the year ended on 31st March, 2015.

REVIEW OF OPERATIONS

During the year under review, income from Post Production activity decreased to 22.21 Lac from 29.63 Lac in the previous year. Income from trading in IPR of Films/Production and Distribution of Films and TV Serials increased to Rs. 8,573.18 Lac from Rs. 16.20 Lac in the previous year. Your Company incurred net loss of Rs.262.75 Lac vis-a-vis Net Loss of Rs. 50.72 Lac in the previous year, after providing for Depreciation of Rs. 20.41 Lac (Previous Year Rs. 27.42 Lac), Current Tax of Rs. Nil (Previous Year Rs.NIL) and Deferred Tax of Rs. Nil (Previous Year Rs.NIL).

MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

The Main Object Clause of Memorandum of Association of the Company is altered by inserting the new clauses No.III (A)2, & (A)3 vide special resolution passed by the members through Postal Ballot procedure on 23rd April, 2015.

The Company proposes to diversify in the field of manufacture, import, export and generally trading in various items of mass consumption such as Electronic Goods, Electricals, Plastic Raw Material, PVC Resins, Liquid Base, Spices, Tea, Coffee, Sugar, Toiletries, Cosmetics, etc. Your Board of Directors is evaluating various business opportunities in these fields and the Company will commence new business activities after assessing the business potential vis a vis risk associated with the same.

BOARD OF DIRECTORS AND KEY MANAGEMENT PERSONNEL

Your Board comprises of 4 (Four) Directors including 2 (Two) Independent Directors. Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Clause 49 of the Listing Agreement. During Financial 2015 your Board met 6 (Six) times details of which are available in Corporate Governance Report annexed to this report.

During the year under review, Shri Pravin J. Karia (DIN 00040914)resigned as Director of the Company with effect from 1st April,2015. Your Board places on record its appreciation for contributions made by Shri Pravin J. Karia (DIN 00040914) during his tenure as Non-Independent Director.

The Board of Directors appointed Smt. Malavika A. Acharya (DIN 07007469) as an Additional Woman Director with effect from 1st April, 2015 to hold office up to the forthcoming Annual General Meeting. The Company has received a notice in writing from a member along with requisite deposit pursuant to Section 160 of Companies Act, 2013, proposing appointment of Smt. Malavika A. Acharya (DIN 07007469) as Woman Director of the Company. Smt. Malavika A Acharya is wife of Shri Ajay D. Acharya who was the Chief Financial Officer of the Company up to 31st March, 2015 and also holds more than two percent of the total voting power of the Company jointly with Shri Ajay D. Acharya and as such she is considered as Non Independent Director in accordance with the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Your Board has recommended Appointment of Smt. Malavika A. Acharya (DIN 07007469) as Non Independent Woman Director liable to retire by rotation with effect from 1st April, 2015.

Shri Ajay D Acharya Chief Financial Officer (CFO) of the Company resigned with effect from 1st April, 2015. The Board of Directors appointed Shri Liladhar M. Sawant as Chief Financial Officer (CFO) in place of Shri Ajay D. Acharya with effect from 1st April, 2015.

In terms of Section 152 of the Companies Act, 2013, Shri Gordhan P Tanwani (00040942), Managing Director (DIN 00040942) retires by rotation at the forthcoming AGM and is eligible for re-appointment. Shri Gordhan P. Tanwani (DIN 00040942) has offered himself for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with Section 134(5) of the Companies Act, 2013, your Board of directors confirms that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the said standards;

ii) the accounting policies have been consistently applied and reasonable and prudent judgment and estimates have been made so as to give a true and fair view of the loss of the Company for the year ended on 31st March, 2015 and the state of affairs of the Company as at 31st March, 2015 as disclosed in the enclosed accounts;

iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

v) They have laid down internal financial controls for the Company and such financial controls are adequate and operating effectively; and

vi) They have devised proper systems to ensure compliance with provision of all applicable laws and such systems are adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return as of 31st March, 2015 pursuant to the sub-section (3) of Section 92 of Companies Act, 2013 is appended as an Annexure I to this report.

AUDITORS

M/s. Prakkash Muni & Associates (Firm Regn. No. 111792W), Chartered Accountants were appointed as Statutory Auditors of your Company at the last 15th Annual General Meeting held on 22nd September, 2014 for a term of three years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting. Your Board of Directors recommend to ratify their reappointment for the year 2015-16.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is provided together with a Certificate from Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Equity Listing Agreement with the Stock Exchange(s). A certificate of the Managing Director and CFO of the Company in terms of Sub-clause IX of Clause 49 of Equity Listing Agreement, inert alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

BOARD EVALUATION

The Nomination & Remuneration Committee of the Board has laid down the evaluation criteria for the performance of executive/Non executive / Independent Directors through a Board effectiveness survey. A questionnaire of the survey is designed with the objective of reviewing the functioning and effectiveness of the Board. Each Board member is requested to evaluate the effectiveness of the members of the Board (other than the Director being evaluated) on the basis of Information flow, decisions- making of the directors , relationship to stakeholders , company performance , company strategy, and the effectiveness of the whole Board and its various committees on a scale of one to five.

Evaluation of Independent Directors is done on the basis of their role in Governance, Control and Guidance and more particularly their performance in the following areas:

* Their contribution towards monitoring the Company's corporate governance practice

* Their participation in formulating business strategies and

* Their participation in Board and Committee meetings and generally fulfilling their obligations and fiduciary responsibilities as Directors of the Company.

SEXUAL HARASSMENT

The Company did not receive any complaint of sexual harassment at workplace during the year under review. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies ( Appointment and Remuneration) Rules ,2014 the Company with approval of Board, appointed M/s Dholakia & Associates LLP, Company Secretaries in practice to undertake, the Secretarial Audit of the Company for the financial year 2014-15. There were no qualification, reservation or adverse remarks give by Secretarial Auditors of the Company. The Detailed Report on Secretarial Audit is appended as an Annexure II to this Report.

DEPOSITS

Your Company has not invited / accepted any deposits from public under Section 73 and Section 76 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

The Company has not entered into any transactions with related parties, in accordance with the Accounting Standard 18 prescribed by the Institute of Chartered Accountants of India.

PARTICULARS OF EMPLOYEES

The particulars of employees in accordance with the provision of Section 197(12) of the Companies Act 2013 read with Rule 5 (1) and 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is appended as an Annexure III(a) & an Annexure III (b) to this Report.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS Amount Outstanding as at 31st March, 2015

Particulars Amount in Rs.

Loan Given 3,541,942

Investment made 2,500

Loan, Guarantee and Investments made during the Financial Year 2014-15

Name of Entity Relation Amount in Rs.

Select Media Holdings Private Limited - 3,541,942

Punjab & Maharashtra Co-op Bank Limited - 2,500

Name of Entity Particulars of Purpose for Loan Guarantee which the loans, and Investments guarantee and Investments are proposed to be utilized

Select Media Holdings Loan Given Business Purpose Private Limited Investments Business Purpose Punjab & Maharashtra Co-op Bank Limited

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

Conservation of Energy

Your Company's activities do not require substantial energy consumption. However, the Company continues to lay emphasis on reducing energy consumption by constantly monitoring the consumption and taking steps to reduce wasteful use of energy.

Export Efforts

The Company is engaged in providing post production services to entertainment industry in its post production studio and creating content for Television and also in film production and distribution where there is not much scope for exports. The Company is selling overseas rights of films to domestic distributors. The Company did not have any export income during the year.

Foreign Exchange Earning NIL

Foreign Exchange Outgo Rs. 261.02 Lac

Research & Development, Technology Absorption, Adoption and Innovation

The Company has not under taken any Research & Development activity.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES.

The Company does not have any Subsidiary, Joint Venture and Associate Company.

ACKNOWLEDGEMENT

The Board wishes to thank all the Company's customers, film producers, artists and technicians, satellite channels, and company's bankers, who have extended their continuous support to the Company.

Your Directors specially thank the shareholders of the Company for having reposed their confidence in the management of the Company and employees and technicians of the Company at all levels for their dedicated services to the Company and the contribution made by them towards working of the Company.

For and On behalf of the Board of Directors

Gordhan P Tanwani Chairman & Managing Director

Place : Mumbai Date : 5th August, 2015

---

Mar 31, 2014

Dear Members,

The directors have pleasure in presenting their Fifteenth Annual Report together with the Audited Accounts for the year ended on 31st March, 2014.

FINANCIAL RESULTS

(Rs. Lac.) Particulars March 31, 2014 March 31, 2013

Income from Operations 489.27 842.86

Other Income 28.23 104.76

Total Income 517.50 947.62

Total Expenditure 535.30 780.69 Profit/(Loss) before Finance (17.80) 166.92 Charges, Depreciation and Tax

Finance Charges 6.75 7.02

Profit/(Loss) after interest (24.55) 159.9 but before Depreciation

Depreciation 27.42 27.93

Profit/(Loss) before Tax (51.97) 131.97

Provision for Tax

Current Tax - 36.75

Deferred Tax - 2.41

Prior period Adjustments 1.25 8.62

Net Profit/(Loss) for the Year (50.72) 84.19

Profit/(Loss) brought forward 1606.04 1521.85 from previous year

Profit available for Appropriation 1555.31 1606.04

Appropriations

Balance Profit/(Loss) carried 1555.31 1606.04 forward to Balance Sheet

DIVIDEND

In view of losses incurred during the year, your directors have not recommended any dividend on equity shares for the year ended on 31st March, 2014.

REVIEW OF OPERATIONS

During the year under review, income from Post Production activity decreased to 29.63 Lac from Rs. 32.58 Lac in the previous year. Income from trading in IPR of Films was lower at Rs. 16.20 Lac from Rs. 249.28 Lac in the previous year. Your Company incurred net loss of Rs.50.72 Lac vis-a-vis Net Profit of Rs. 84.19 Lac in the previous year, after providing for Depreciation of Rs. 27.42 Lac (Previous Year Rs. 27.93 Lac), Current Tax of Rs. Nil (Previous Year Rs.36.75 Lac.) and Deferred Tax of Rs. Nil (Previous Year Rs. 2.41 Lac).

UNDER PRODUCTION FILM

Your Company''s under production film titled"Action Jackson" starring Ajay Devgn, Sonakshi Sinha, Yami Gautam and others, Directed by Prabhu Deva and with music by Himesh Reshammiya is nearing completion with major part of the shooting completed. The remaining shooting and post production work is expected to be completed by end of second half of current financial year and the film is tentatively scheduled to be released by end of the year. Your Company has already entered in to an agreement with EROS for sale of worldwide theatrical and satellite rights of the film.

DEPOSITS

Your Company has not invited / accepted any deposits from public within the meaning of Section 58A/58AA of the Companies Act, 1956.

CORPORATE GOVERNANCE

The Corporate Governance Report and Management Discussion and Analysis form an integral part of this report and are set out as separate annexure to this report. The certificate from Auditors of the Company certifying compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement is also annexed to the report on Corporate Governance.

DIRECTORS

Shri Gordhan P. Tanwani, Director (DIN 00040942) retires by rotation and being eligible offers himself for reappointment. Your Board of Directors have proposed to reappoint Shri Gordhan P. Tanwani (DIN 00040942) as a Director. Brief profile of Shri Gordhan P. Tanwani (DIN 00040942) is given in the notice of the Annual General Meeting.

In view of the implementation of the provisions of the Section 149(7) of the Companies Act, 2013 it has been decided by the Board of Directors for continuation of the duration of Shri Sanjiv L. Hinduja, (DIN 00040858) and Shri Santosh A. Shah (DIN 01259840) as Independent Directors for a period of five years effective 1st April, 2014. Details of the proposal for extending the duration of the office of the Independent Directors namely Shri Sanjiv L. Hinduja (DIN 00040858) and Shri Santosh A. Shah (DIN 01259840) are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 annexed to the Notice of the 15th Annual General Meeting.

The Board confirms that it has the required number of Independent Directors as envisaged under Section 149(4) of the Act. Shri Sanjiv L. Hinduja (DIN 00040858) and Shri Santosh A. Shah (DIN 01259840), constitute the Independent Directors and have filed the requisite declarations with Company as per Section 149(7) of the Act to the effect that they are qualified as Independent Directors within the meaning of Section 149(6) of the Act. Appropriate resolutions are being proposed at forthcoming Annual General Meeting to appoint them for a five year term as contemplated under Section 149(10) of the Act.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2001, the directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the said standards;

ii) the accounting policies have been consistently applied and reasonable and prudent judgment and estimates have been made so as to give a true and fair view of the loss of the Company for the year ended on 31 st March, 2014 and the state of affairs of the Company as at 31st March, 2014 as disclosed in the enclosed accounts;

iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv) the annual accounts have been prepared on a going concern basis.

RELATED PARTY TRANSACTIONS

In accordance with the Accounting Standard 18 prescribed by the Institute of Chartered Accountants of India, transactions with related parties have been disclosed separately and form a part of this report.

AUDITORS

The Company''s Auditors M/s. Prakkash Muni & Associates (Firm Regn. No. 111792W), Chartered Accountants, retire at the forthcoming Annual General Meeting. They offer themselves for re-appointment from the conclusion of the Fifteenth Annual General Meeting till the conclusion of the Eighteenth Annual General Meeting as per the provisions of the Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. The Auditors have confirmed that they fulfill the criteria as laid down under Section 141 of the Companies Act, 2013 for their appointment as Auditors of the Company.

PARTICULARS OF EMPLOYEES

There were no employees, covered under the purview of Section 217 (2A) of the Companies Act, 1956 and the rules framed there under.

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

Conservation of Energy

Your Company''s activities do not require substantial energy consumption. However, the Company continues to lay emphasis on reducing energy consumption by constantly monitoring the consumption and taking steps to reduce wasteful use of energy.

Export Efforts

The Company is engaged in providing post production services to entertainment industry in its post production studio and creating content for Television and also in film production and distribution where there is not much scope for exports. The Company is selling overseas rights of films to domestic distributors. The Company did not have any export income during the year.

Foreign Exchange Earning NIL

Foreign Exchange Outgo 387.64 Lac

Research & Development, Technology Absorption, Adoption and Innovation

The Company has not under taken any Research & Development activity.

ACKNOWLEDGEMENT

The Board wishes to thank all the Company''s customers, film producers, artists and technicians, satellite channels, and Company''s bankers, who have extended their continuous support to the Company.

Your Directors specially thank the shareholders of the Company for having reposed their confidence in the management of the Company and employees and technicians of the Company at all levels for their dedicated services to the Company and the contribution made by them towards working of the Company.

For and On behalf of the Board of Directors

Gordhan P Tanwani Chairman & Managing Director

Place : Mumbai Date : 5th August, 2014

---

Mar 31, 2013

To, The Members,

The directors have pleasure in presenting their Fourteenth Annual Report together with the Audited Accounts for the year ended on 31st March, 2013.

FINANCIAL RESULTS (Rs. Lac.)

Particulars March 31, 2013 March 31,2012

Income from Operations 842.86 3450.55

Other Income 104.76 134.93

Total Income 947.62 3585.48

Total Expenditure 780 69 320176

Profit /(Loss) before Finance Charges, Depreciation and Tax 166.92 383.72

Finance Charges 7.02 8.56

Profit/(Loss) after interest but before Depreciation 159.90 375.16

Depreciation 27.93 36.69

Profit /(Loss) before Tax 131.97 338.47

Exceptional Items ------ 6.29

Provision for Tax

-Current Tax 36.75 110.00

- Deferred Tax 2.41 0.63

Prior period Adjustments 8.62 (1.76)

Net Profit/(Loss) for the Year 84 19 235 89

Profit /(Loss) brought forward from previous year 1521.85 1285.96

Profit available for Appropriations 160604 152185

Appropriations

Balance Profit /(Loss) carried forward to Balance Sheet 1606.04 1521.85



DIVIDEND

Your directors have not recommended any dividend on equity shares for the year ended on 31st March, 2013.

REVIEW OF OPERATIONS

During the year under review, income from Post Production activity increased to Rs. 32.58 Lac from Rs. 31.76 Lac in the previous year. Income from trading in IPR of Films was lower at Rs. 842.86 Lac from Rs. 3418.80 Lac in the previous year. Your company earned Net Profit of Rs.84.19 Lac vis-a-vis Net Profit of Rs. 235.89 Lac in the previous year, after providing for Depreciation of Rs. 27.93 Lac, Current Tax of Rs. 36.75 Lac, and accounting for deferred tax of Rs. 2.41 Lac.

DEPOSITS

Your company has not invited / accepted any deposits from public within the meaning of Section 58A/58AA of the Companies Act, 1956.

CORPORATE GOVERNANCE

The Corporate Governance Report and Management Discussion and Analysis form an integral part of this report and are set out as separate annexure to this report. The certificate from Auditors of the company certifying compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement is also annexed to the report on Corporate Governance.

DIRECTORS

Shri Pravin Karia, Director retires by rotation and being eligible offers himself for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2001, the directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) the accounting policies have been consistently applied and reasonable and prudent judgment and estimates have been made so as to give a true and fair view of the profit of the Company for the year ended on 31 st March, 2013 and the state of affairs of the company as at 31st March, 2013 as disclosed in the enclosed accounts;

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

iv) the annual accounts have been prepared on a going concern basis.

RELATED PARTY TRANSACTIONS

In accordance with the Accounting Standard 18 prescribed by the Institute of Chartered Accountants of India, transactions with related parties have been disclosed separately and form a part of this report.

AUDITORS

The Company''s Auditors M/s. Prakkash Muni & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting, and are eligible for reappointment. The Company has received the certificate to this effect from the Auditors. Your Directors recommend their re-appointment.

PARTICULARS OF EMPLOYEES

There were no employees, covered under the purview of Section 217 (2A) of the Companies Act, 1956 and the rules framed there under.

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

Conservation of Energy

Your Company''s activities do not require substantial energy consumption. However, the Company continues to lay emphasis on reducing energy consumption by constantly monitoring the consumption and taking steps to reduce wasteful use of energy.

Foreign Exchange Earning - NIL

Foreign Exchange Outflow - NIL

Research & Development, Technology Absorption, Adoption and Innovation

The Company has not under taken any Research & Development activity.

ACKNOWLEDGEMENT

The Board wishes to thank all the Company''s customers, film producers, artists and technicians, satellite channels, Company''s bankers, who have extended their continued support to the Company.

Your Directors specially thank the shareholders of the Company for having reposed their confidence in the management of the Company and employees and technicians of the Company at all levels for their dedicated services to the Company and the contribution made by them towards working of the Company.



For and On behalf of the Board of Directors



Gordhan P. Tanwani

Chairman & Managing Director

Place : Mumbai

Date : 12th August, 2013

---

Mar 31, 2012

The directors have pleasure in presenting their Thirteenth Annual Report together with the Audited Accounts for the year ended on 31st March, 2012.

FINANCIAL RESULTS (Rs. Lac.)

Particulars March 31, 2012 March 31, 2011

Income from Operations 3450.55 9953.97

Other Income 134.93 39.82

Total Income 3585.48 9993.79

Total Expenditure 3201.76 9317.57

Profit /(Loss) before Finance Charges, Depreciation and Tax 383.72 676.22

Finance Charges 8.56 107.30

Profit /(Loss) after interest but before Depreciation 375.16 568.92

Depreciation 36.69 47.09

Profit /(Loss) before Tax 338.47 521.83

Exceptional Item 6.29 -

Provision for Tax

- Current Tax 110.00 177.00

- Deferred Tax 0.63 (1.96)

- Wealth Tax - 0.06

Prior period Income Tax Adjustments (1.76) 0.69

Net Profit /(Loss) for the Year 235.89 346.04

Profit /(Loss) brought forward from previous year 1285.96 939.92

Profit available for Appropriations 1521.85 1285.96

Appropriations

Balance Profit /(Loss) carried forward to Balance Sheet 1521.85 1285.96

DIVIDEND

Your directors have not recommended any dividend on equity shares for the year ended on 31st March, 2012.

REVIEW OF OPERATIONS

During the year under review, income from Post Production activity declined to 31.76 Lac from Rs. 37.70 Lac in the previous year. Income from trading in IPR of Films also was lower at Rs. 3418.80 Lac from Rs. 9916.27 Lac in the previous year. Your company earned Net Profit of Rs.235.89 Lac vis-a-vis Net Profit of Rs. 346.73 Lac in the previous year, after providing for Depreciation of Rs. 36.69 Lac, Current Tax of Rs. 110.00 Lac, and accounting for deferred tax of Rs. 0.63 Lac.

DEPOSITS

Your company has not invited / accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956.

CORPORATE GOVERNANCE

The Corporate Governance Report and Management's Discussion and Analysis form an integral part of this report and are set out as separate annexure to this report. The certificate from Auditors of the company certifying compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement is also annexed to the report on Corporate Governance.

DIRECTORS

Shri Sanjiv Hinduja, Director retires by rotation and being eligible offers himself for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2001, the directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) the accounting policies have been consistently applied and reasonable and prudent judgment and estimates have been made so as to give a true and fair view of the profit of the company for the year ended on 31st March, 2012 and the state of affairs of the company as at 31st March, 2012 as disclosed in the enclosed accounts;

iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv) the annual accounts have been prepared on a going concern basis.

RELATED PARTY TRANSACTIONS

In accordance with the Accounting Standard 18 prescribed by the Institute of Chartered Accountants of India, transactions with related parties have been disclosed separately and form a part of this report.

AUDITORS

The company's Auditors M/s. Prakkash Muni & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting, and are eligible for reappointment. The company has received the certificate to this effect from the Auditors. Your Directors recommend their re-appointment.

PARTICULARS OF EMPLOYEES

There were no employees, covered under the purview of Section 217 (2A) of the Companies Act, 1956 and the rules framed there under.

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

Conservation of Energy

Your Company's activities do not require substantial energy consumption. However, the company continues to lay emphasis on reducing energy consumption by constantly monitoring the consumption and taking steps to reduce wasteful use of energy.

Research & Development, Technology Absorption, Adoption and Innovation

The company has not under taken any Research & Development activity.

ACKNOWLEDGEMENT

The Board wishes to thank all the company's customers, film producers, artists and technicians, satellite channels, company's bankers, who have extended their continued support to the Company.

Your Directors specially thank the shareholders of the company for having reposed their confidence in the management of the company and employees and technicians of the company at all levels for their dedicated services to the company and the contribution made by them towards working of the company.

For and On behalf of the Board of Directors

Sd/-

Gordhan P Tanwani

Chairman & Managing Director

Place : Mumbai

Date : 13th August, 2012

---

Mar 31, 2011

To ,

The Members,

The directors have pleasure in presenting their Twelfth Annual Report together with the Audited Accounts for the year ended on 31st March, 2011.

FINANCIAL RESULTS

(Rs. Lac.)

Particulars March 31,2011 March 31,2010

Income from Operations 9953.97 15772.81

Other Income 39.82 51.36

Total Income 9993.79 15824.17

Total Expenditure 9327.57 14939.25

Profit /(Loss) before Finance Charges, Depreciation and Tax 676.22 884.92

Finance Charges 107.30 18.18

Profit /(Loss) after interest but before Depreciation 568.92 866.74

Depreciation 47.09 51.10

Profit /(Loss) before Tax 521.83 815.64

Provision for Tax

- Current Tax 177.00 282.00

- Deferred Tax (1.96) (2.61)

- Wealth Tax 0.06 -

Net Profit /(Loss) for the Year 346.73 536.25

Prior period Income Tax Adjustments (0.69) (21.31)

Profit /(Loss) brought forward from previous year 939.92 629.89

Profit available for Appropriations 1285.96 1144.84

Appropriations

Transfer to General Reserve - 54.00

Proposed Dividend - 129.00

Tax on Dividend - 21.92

Balance Profit /(Loss) carried forward to Balance Sheet 1285.96 939.92

DIVIDEND

Your directors have not recommended any dividend on equity shares for the year ended on 31st March, 2011.

SHARE CAPITAL

During the year, the company has issued 5,16,00,000 equity shares of Rs. 1/- each as bonus shares in the ratio of one bonus share for every existing share held by the shareholders on 4th October, 2010 being the record date fixed by the Board of Directors for the said purpose. Consequently the paid up share capital of the company has now increased from Rs. 5,16,00,000 to Rs. 10,32,00,000.

REVIEW OF OPERATIONS

During the year under review, income from Post Production activity declined to 37.70 Lac from Rs. 52.10 Lac in the previous year. Income from trading in IPR of Films also was lower at Rs. 9916.27 Lac from Rs.15220.69 Lac in the previous year. Your company earned Net Profit of Rs.346.73 Lac vis-à-vis Net Profit of Rs. 536.25 Lac in the previous year, after providing for Depreciation of Rs. 47.09 Lac, Current Tax of Rs. 177.00 Lac, Wealth Tax of Rs.0.06 Lac and accounting for deferred tax credit of Rs. 1.96 Lac.

DEPOSITS

Your company has not invited / accepted any deposits from public within the meaning of Section 58A & 58AA of the Companies Act, 1956.

CORPORATE GOVERNANCE

The Corporate Governance Report and Management's Discussion and Analysis form an integral part of this report and are set out as separate annexure to this report. The certificate from Auditors of the company certifying compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement is also annexed to the report on Corporate Governance.

DIRECTORS

Shri Pravin J Kaira, Director retires by rotation and being eligible offers himself for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2001, the directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) the accounting policies have been consistently applied and reasonable and prudent judgment and estimates have been made so as to give a true and fair view of the profit of the company for the year ended on 31st March, 2011 and the state of affairs of the company as at 31st March, 2011 as disclosed in the enclosed accounts;

iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv) the annual accounts have been prepared on a going concern basis.

RELATED PARTY TRANSACTIONS

In accordance with the Accounting Standard 18 prescribed by the Institute of Chartered Accountants of India, transactions with related parties have been disclosed separately and form a part of this report.

AUDITORS

The company's Auditors M/s. Prakkash Muni & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting, and are eligible for reappointment. The company has received the certificate to this effect from the Auditors. Your Directors recommend their re-appointment.

SUBSIDIARY COMPANY

Mahadev Production Private Limited (MPPL) a subsidiary of the company earned income of Rs. 55.00 Lacs from sale of negative rights of the film "Vijay Bihari Mafia". After writing off the balance cost of production brought forward from the previous year, the subsidiary company has earned a profit before tax of Rs.11.44 Lac. Provision for tax is Rs.3.72 Lac and Net Profit after Tax is Rs. 7.72 Lac.

The report and accounts of MPPL is annexed to this report along with the statement pursuant to Section 212 of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS AND CASH FLOW ANALYSIS

As stipulated by Clause 32 of the listing agreement with stock exchange, the consolidated financial statement have been prepared by the company in accordance with the applicable accounting standards issued by the Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditor's Report form part of this Annual Report.

The consolidated net profit of the company and its subsidiary amounted to Rs.354.45 Lac as against Rs.346.73 Lac for the company on a stand alone basis. The consolidated Cash Flow statement for the year under review is annexed hereto.

PARTICULARS OF EMPLOYEES

The particulars of Employees as perSection 217 (2A) of the Companies Act, 1956 and the rules framed there under are as follows:

Sr. Name Designation Age Experience Total Previous No Remune Employment -ration

1. Shri Chairman & 54 34 2,699,970 - Gordhan P Managing Tanwani Director CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

Conservation of Energy

Your company's activities do not require substantial energy consumption. However, the company continues to lay emphasis on reducing energy consumption by constantly monitoring the consumption and taking steps to reduce wasteful use of energy.

Research & Development, Technology Absorption, Adoption and Innovation

The company has not under taken any Research & Development activity.

Foreign Exchange Earnings and Outgo

ACKNOWLEDGEMENT

The Board wishes to thank all the company's customers, film producers, artists and technicians, satellite channels, company's bankers, who have extended their continued support to the Company.

Your Directors specially thank the shareholders of the company for having reposed their confidence in the management of the company and employees and technicians of the company at all levels for their dedicated services to the company and the contribution made by them towards the growth of the company.

For and On behalf of the Board of Directors

Gordhan P Tanwani Chairman & Managing Director

Place : Mumbai Date : 26th May, 2011

---

Mar 31, 2010

The Directors have pleasure in presenting their Eleventh Annual Report together with the Audited Accounts for the year ended on 31st March, 2010.

FINANCIAL RESULTS

(Rs. Lacs.)

Particulars March 31, 2010 March 31, 2009

Income from Operations 15772.81 7754.72

Other Income 51.36 12.36

Total Income 15824.17 7767.08

Total Expenditure 14939.15 7265.45

Profit /(Loss) before Finance Charges, Depreciation and Tax 884.92 501.63

Finance Charges 18.18 19.68

Profit/(Loss) after interest but before Depreciation 866.74 481.95

Depreciation 51.10 51.32

Profit/(Loss) before Tax 815.64 430.63

Provision for Tax

- Current Tax 282.00 150.00

- Deferred Tax (2.61) 1.20

- Fringe Benefit Tax - 0.50

Net Profit /(Loss) for the Year 536.25 278.93

Prior period Income Tax Adjustments (21.31) 0.00

Profit/(Loss) brought forward from previous year 629.89 531.89

Profit available for Appropriations 1144.84 810.82

Appropriations

Transfer to General Reserve 54.00 30.00

Proposed Dividend/ (Interim Dividend ) 129.00 129.00

Tax on Dividend / (Interim Dividend) 21.92 21.92

Balance Profit /(Loss) carried forward to Balance Sheet 939.92 629.89



DIVIDEND

Your Directors are pleased to recommend dividend of Rs. 0.25 per share on (25%) Equity Shares for the year ended on 31st March, 2010 involving a pay out of Rs. 129.00 Lacs plus dividend distribution tax of Rs. 21.92 Lacs.

SHARE CAPITAL

During the year, the Company has subdivided the equity shares of Rs.4/- each into the equity share of Rs.1/- each pursuant to Special Resolution passed at previous AGM held on 29th September, 2009 and accordingly the authorised share capital now comprises of 30,00,00,000 equity shares of Rs.1/- each and Paid up Capital of the Company comprises of 5,16,00,000 equity shares of Rs.1/- each.

REVIEW OF OPERATIONS

During the year under review, income from trading in IPR of Films increased substantially to Rs.15212.58 Lacs from Rs. 7096.13 Lacs in the previous year and Income from Post Production activity declined to Rs. 52.10 Lacs from Rs. 136.32 Lacs in the previous year. Your Company earned Net Profit of Rs.536.25 Lacs vis-a-vis Net Profit of Rs. 278.93 Lacs in the previous year, after providing for Depreciation of Rs. 51.10 Lacs, Current Tax of Rs. 282.00 Lacs and accounting deferred tax of Rs. 2.61 Lacs.

BONUS ISSUE

With a view to bring the paid up capital of the company in sync with the size of business of the company in terms of turnover and total capital employed, the board of directors of the company has decided to issue and allot bonus shares to the existing shareholders of the company in the ratio of one equity shares for every one share held by them by capitalizing an amount of Rs. 516.00 Lacs from the reserves and surplus available for capitalization. The issue and allotment of of bonus shares would be subject to the approval of shareholders in the annual general meeting. Necessary resolution is included in the notice of the 11th Annual General Meeting with a request to the members to approve the same.

DEPOSITS

Your Company has not invited / accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956.

CORPORATE GOVERNANCE

The Corporate Governance Report and Managements Discussion and Analysis form an integral part of this report and are set out as separate Annexure to this Report. The Certificate from Auditors of the company certifying compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is also annexed to the report on Corporate Governance.

DIRECTORS

Shri. Santosh A. Shah, Director retires by rotation and being eligible offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2001, the Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) the accounting policies have been consistently applied and reasonable and prudent judgment and estimates have been made so as to give a true and fair view of the profit of the company for the year ended on 31st March, 2010 and the state of affairs of the company as at 31st March, 2010 as disclosed in the enclosed accounts;

iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv) the annual accounts have been prepared on a going concern basis.

RELATED PARTY TRANSACTIONS

In accordance with the Accounting Standard 18 prescribed by the institute of Chartered Accountants of India, transactions with related parties have been disclosed separately and form a part of this report.

AUDITORS

The companys Auditors M/s. Prakkash Muni & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting, and are eligible for reappointment. The company has received the certificate to this effect from the Auditors. Your Directors recommend their re-appointment.

SUBSDIARY COMPANY

Mahadev Production Private Limited (MPPL) a subsidiary of the Company earned income of Rs. 17.50 Lacs from sale of Home Video Rights and exploitation of teretary rights of the film "Vijay Bihari Mafia". The said income has been set off against the cost of production of the film and the balance cost of production is carried forward to be adjusted against future revenues expected from exploitation of other rights of the film.

The report and accounts of MPPL is annexed to this report along with the statement pursuant to Section 212 of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS AND CASH FLOW ANALYSIS

As stipulated by Clause 32 of the listing agreement with stock exchange, the consolidated financial statements have been prepared by the Company in accordance with the applicable accounting standards issued by the Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditors Report for in part of this Annual Report.

The consolidated net profit of the Company and its subsidiary amounted to Rs. 535.91 Lacs as against Rs. 536.25 Lacs for the Company on a stand alone basis. The consolidated Cash Flow statement for the year under review, is annexed hereto.

PARTICULARS OF EMPLOYEES

There were no employees, covered under the purview of Section 217 (2A) of the Companies Act, 1956 and the Rules framed there under.

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

Conservation of Energy

Your Companys activities do not require substantial energy consumption. However, the company continues to lay emphasis on reducing energy consumption by constantly monitoring the consumption and taking steps to reduce wasteful use of energy.

Research & Development, Technology Absorption, Adoption and Innovation

The Company has not under taken any Research & Development Activity.

Foreign Exchange Earnings and Outgo

a. Foreign Exchange Earnings - Rs. 750.00 Lacs

b. Foreign Exchange Outgo - Rs. 4450.00 Lacs

ACKNOWLEDGEMENT

The Board wishes to thank all the companys customers, film producers, artists and technicians, satellite channels, companys bankers, who have extended their continued support to the Company.

Your Directors specially thank the shareholders of the Company for having reposed their confidence in the management of the Company and employees and technicians of the Company at all levels for their dedicated services to the Company and the contribution made by them towards the growth of the Company.

For and On behalf of the Board of Directors

Gordhan P. Tanwani

Chairman & Managing Director Place : Mumbai Date : 13th August, 2010