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Directors Report of Balaji Telefilms Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the 21st Annual Report together with the audited statement of accounts of the Company for the year ended March 31,2015.

COMPANY PERFORMANCE:

A) FINANCIAL HIGHLIGHTS

The salient features of the Company's financial results for the year under review are as follows:

Rs. in Lacs

Particulars 2014-15 2013-14

Income from operations 20,969.22 13,153.69

Less: Total expenditure 19,694.89 12,676.98

Operating profit 1,274.33 476.71

Less: Interest 27.93 118.86

Less: Depreciation 761.46 545.38

Operating Profit/(loss) after interest and depreciation 484.94 (187.53)

Add:- Other income 1,020.91 1,789.09

Profit before tax 1,505.85 1,601.56

Less: Provision for taxation 278.60 599.47

Net profit after tax 1,227.25 1,002.09

Balance brought forward from previous year 21,319.61 20,722.90

Adjustment of Depreciation on account of transitional provision of Schedule II of 177.33 -

Companies Act 2013

Appropriations:

Disposable profits 22,369.53 21,724.99

Less: Proposed dividend 391.26 260.84

Less:- Corporate dividend tax 79.65 44.33

Less: Transfer to general reserve 122.72 100.21

Balance carried to balance sheet 21,775.90 21,319.61

B) results of operations

For the year ended March 31,2015, the Company earned total revenue of Rs. 20,969.22 Lacs an increase of 60% over the previous year's Rs. 13,153.69 Lacs. As per the consolidated accounts, the total revenues have decreased by 15% from Rs. 40,746.01 Lacs to Rs.34,648.77 Lacs during the year under review. The Company earned net profit of Rs. 1,227.25 Lacs during the year under review as compared to net profit of Rs. 1,002.09 Lacs. A detailed discussion on the business performance is presented in the Management Discussion and Analysis Section of the Annual Report.

APPROPRIATIONS:

Dividend

The Directors are pleased to recommend a final dividend of Re. 0.60 per share (30% on a par value of Rs. 2 per share) for the approval of the Members. The final dividend, if declared as above, would involve an outflow of Rs. 391.26 Lacs towards the dividend (previous year Rs. 260.84 Lac) and Rs. 79.65 Lacs towards dividend tax (previous year Rs. 44.33 Lacs), resulting in a total outflow of Rs. 470.91 Lacs.

TRANSFER TO RESERvES

We propose to transfer Rs. 122.72 Lacs to the General Reserve out of the amount available for appropriations. An amount of Rs. 21,775.90 Lacs is proposed to be retained in the profit and loss account.

public DEPOSITS:

During the year under review, your Company has not accepted any Deposits from the public falling within the ambit of Section 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS:

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

SUBSIDIARY:

Your Company has the following Subsidiaries:

1. BALAJI MOTION PiCTURES LIMITED (BMPL):

Balaji Motion Pictures Limited (BMPL), a wholly owned subsidiary of BTL handling its movies business, produced and released 3 movies during FY2015. These were: Kuku Mathur Ki Jhand Ho Gai, Main Tera Hero and Ek Villain. Our best revenue-generating asset has been Ek Villain which registered a box office collection of over Rs. 100 Crores. During the year, we remained in a good space with right marketing, branding and distribution power. While BMPL showcased our strengths in unparalleled cinema and our strong story-telling, the ALT segment displayed our capabilities in edgy and irreverently young movies.

Moving forward, we are working on becoming a trend-setting studio and getting our slate right to release at least one movie each quarter. What other studio houses achieve with big stars, we plan to achieve with big ideas. We are de-risking our business by getting into a profit sharing model with directors and actors and also distributing our own movies. The Company aims to double its number of releases to at least 6-8 movies a year and build on its string of successes. Further, we are focusing on franchisee building for movies such as Kya Kool Hain Hum and Ragini MMS. It aims to gain immense credibility as an established production house and aspire to win audiences across age groups.

Our future movie slate is strong with an exciting pipeline. We aim to have a total of 8-10 movie releases over FY2016 and FY2017. These are movies with concepts as diverse as a cricket biopic, a youth erotic franchise, a movie on one of the novels of Chetan Bhagat, and one being with Mohit Suri as a first time producer. In the immediate future, we are co-producing Udta Punjab with Phantom Films, starring Shahid Kapoor and Kareena Kapoor. With Emraan Hashmi, we are creating a biopic on cricketer Azharuddin. We are also looking to leverage our franchise value by exploring sequels of our earlier movies - Kya Kool Hain Hum. We are also producing a sequel of an earlier comedy blockbuster Grand Masti. We have joined hands with Imtiaz Ali for an iconic love story with two newcomers. In addition to this, we are also producing a superhero franchise.

2. Bolt MEDIA Limited (Bolt):

Having completed two full years of operation, Bolt Media, a wholly owned subsidiary of BTL, is well entrenched in the entertainment fraternity. It has established itself credibly, created a niche space in a competitive environment and is getting acknowledged in the marketplace for its quality programming. Brands and Corporate Houses are gradually recognising Bolt Media as a strong content provider to reckon with. During the year, Bolt Media aired Ye Jawaani Tara Riri on Channel V, Dharmakshetra and Rakht on EPIC channel. With the first season of Love by Chance getting well appreciated and gaining a 10-week extension, we are looking at its Season 2. We are poised to move ahead with financial stability and are looking to enhance our top line in FY2017.

Two TV shows created in FY2014 were aired by broadcasters during the year under review. One of these was a 10-series epic documentary Rakht, while Dharmakshetra was a 26-series neo-mythological courtroom drama. Both the series were broadcast on EPIC. Besides short-format shows, we also created TV series aimed at youth-based entertainment. Our existing TV shows - Ye Jawaani Tara Riri, a 78-part series for a bi-weekly show on Channel V, and Love by Chance, an episodic romcom on Bindaas TV, have been well received by our audiences.

Among its other key achievements during the year, we created a special 100-part web series "Kelloggs Wale Guptaji ki Family" Aired in March 2015, the show garnered rave reviews hitting 5 million views in a month. With reputed chef Ajay Chopra, the show displays recipes where Kelloggs is being used as a key ingredient using hypothetical situations.

In addition to this, a two-part documentary series was created for the National Geographic channel based on the 1990s. Besides archival footage on the 1990s, eminent personalities such as P. Chidambaram, Ram Gopal Verma, Rajdeep Sardesai, Diya Mirza, Pankaj Kapoor, Shekhar Suman, Uday Shankar, among others, provided a retrospective landmark, social and political view on the said decade. We are also in the process of producing TV commercials and web-based advertisements for Corporates. Our digital and print campaign on Sonata Watches included creating pictures for PoP, working on the catalogue/brochure for their festive line of merchandise with Karan Kundra and Kritika Kamra.

3. MARINATING films private limited (MFPL):

During the year, BTL bought a controlling in stake of 51% in Mumbai-based Marinating Films Private Limited. Marinating Films owns the concept, format and all proprietary rights and intellectual property rights in Box Cricket League (BCL), The Indian Telly Calender (ITC) and Television Style Awards (TSA) and organizes these on a yearly basis. The Box Cricket League is an interesting IP with 8 teams owned by different celebrities, which includes an interesting mix of people including RJs, sports commentators, and some ex-players. The format has both male and female stars playing on-field together, catapulting the drama and entertainment to new heights.

4. CHHAYABANI BALAJI ENTERTAINMENT PRiVATE LIMITED (CBEPL):

We set up a new subsidiary during the year - Chhayabani Balaji Entertainment Private Limited (CBEPL), in partnership with Kolkata- based Chhayabani Private Limited. The collaboration with the local operator aims to promote the best creative talent by exploring new formats of television content, presentation and also creating new creative opportunities from both the industries. Chhayabani has a glorious past of producing extremely notable films from equally notable directors in the past who were award winners and also held rights to at least 250 Bengali films.

EVENT MEDiA LLP:

Incorporated on October 1,2014, Events Media LLP 5. is a Limited Liability Partnership (LLP) registered under the Limited Liability Partnership Act, 2008. Balaji Telefilms Limited (BTL) and Select Media Holdings Private Limited are the dual partners in the event management firm. During the year, BTL and Events Media LLP joined hands to produce the Star Box Office India Awards 2014. Event Media will be engaged in organising and/or managing all kinds of events, including events relating to film and TV industry, including creation of new intellectual property or value addition. This may include events related to Films & TV Awards, Promotional Events and other events related to the Film & TV industry. Events Media LLP is a sunrise venture which enables BTL to make a foray into an allied segment of Event Management. It also facilitates BTL in creating a new IP in the promising sector and monetising a growing market with low-risk culpability.

Audited financial statements of the subsidiaries

The Audited Financial Statements, the Auditors Report thereon and the Board Report for the year ended March 31,2015 for the Subsidiary Companies are annexed.

Further a statement containing the salient features of our subsidiaries in the prescribed format AOC-1 is appended as Annexure I to the Board Report.

MATERIAL EVENTs AFTER THE BALANCE SHEET DATE:

The Company is in the process of incorporation a wholly-owned Subsidiary with the proposed name Alt Digital Media Entertainment Limited.

DIRECTORs:

The term of appointment of Mrs. Shobha Kapoor as Managing Director of the Company, will expire on November 9, 2015. The Directors recommend her re-appointment as Managing Director of the Company for a further period of three years pursuant to the provisions of Section 196 and 197 of Companies Act, 2013 read with Schedule V of Companies Act, 2013 w.e.f. November 10, 2015.

The term of appointment of Ms. Ekta Kapoor as Joint Managing Director of the Company, will expire on November 9, 2015. The Directors recommend her re-appointment as Joint Managing Director of the Company for a further period of three years pursuant to the provisions of Section 196 and 197 of Companies Act, 2013 read with Schedule V of Companies Act, 2013 w.e.f. November 10, 2015.

Mr. V.B. Dalal was appointed on the Board as Additional (Independent) Director of the Company w.e.f. August 12, 2014. As per the provisions of Section 161 of the Companies Act, 2013 he will hold office upto the date of the ensuing Annual General Meeting of the Company. Directors recommend his appointment as Independent Director for a term of five years at the ensuing Annual General Meeting pursuant to Section 149 (10) of the Companies Act, 2013 w.e.f. August 31,2015.The Company has received notice under Section 160 of the Companies Act, 2013, together with requisite deposit proposing appointment of Mr. V.B. Dalal as Independent Director of the Company.

Mr. Arun Kumar Purwar was appointed on the Board as Additional (Independent) Director of the Company w.e.f. May 20, 2015. As per the provisions of Section 161 of the Companies Act, 2013 he will hold office upto the date of the ensuing Annual General Meeting of the Company. Directors recommend his appointment as Independent Director for a term of five years at the ensuing Annual General Meeting pursuant to Section 149 (10) of the Companies Act, 2013 w.e.f. August 31,2015.The Company has received notice under Section 160 of the Companies Act, 2013, together with requisite deposit proposing appointment of Mr. Arun Kumar Purwar as Independent Director of the Company.

In accordance with the Articles of Association of the Company, Mr. Tusshar Kapoor, Director retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for reappointment.

A brief profile of these Directors containing the details of their age, qualifications, expertise, other Directorships, Committee Memberships etc. has been given in the Statement attached to the Notice for the ensuing Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

MANAGEMENT:

During the year under review, following appointment and resignations of Directors & Key Managerial Personnel have taken place: Appointment:

Name Designation Effective Date

Mr. D.K. Vasal Director May 15, 2014.

Mr. V.B. Dalal Director August 12, 2014.

Mr. Sameer Nair Group Chief Executive Officer July 15, 2014

Resignation: NIL

AUDITORS:

STATUTORY AUDIT:

M/s Deloitte Haskins & Sells LLP, Chartered Accountants and M/s Snehal & Associates, Chartered Accountants, Joint Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

M/s Snehal & Associates, Chartered Accountants, do not wish to continue as Statutory Auditors and have furnished their No Objection Letter in this regard. Further, M/s Deloitte Haskins & Sells LLP, Chartered Accountants have furnished a certificate to the effect that their reappointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for reappointment.

As required under Clause 41 of the Listing Agreement, M/s Deloitte Haskins & Sells LLP, Chartered Accountants have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

COST AUDIT:

In accordance with Companies (Cost Records and Audit) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable to Balaji Telefilms Limited.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s K.C. Nevatia & Associates as Secretarial Auditors of the Company.

The Secretarial Audit Report is appended as Annexure II to this report.

DIRECTOR'S EXPLANATION TO QUALIFICATION IN SECRETARIAL AUDIT REPORT:

QUALIFICATION:

The provisions of Section 135 of the Companies Act, 2013 are applicable to the Company and accordingly a sum of Rs. 29.94 Lacs being 2% of the average net profits of the Company made during the three immediately preceding financial years were required to be spent by the Company during the financial year 2014-15 as per its Corporate Social Responsibility Policy. However, the Company has spent an aggregate amount of Rs. 21.33 Lacs on its Corporate Social Responsibility activities during the said financial year.

BOARD EXPLANATION:

The shortfall in the expenditure during the year 2014-15, was due to lack of suitable projects within the Company's Corporate Social Responsibility Policy.

The Company will spend the requisite amount under Section 135 of the Companies Act 2013, in the financial year 2015-16.

COMMITTEES OF THE BOARD:

Currently, the Board has the following Committees:

a) Audit Committee.

b) Nomination and Remuneration Committee.

c) Stakeholder Relationship Committee.

d) Risk Management Committee.

e) Internal Complaints Committee.

f) Corporate Social Responsibility Committee.

A detailed note on the Board and its Committees is provided under the Corporate Governance Section in this Annual Report.

AUDIT COMMITTEE:

The current composition of Audit Committee is as follows:

Chairman : Mr. D. G. Rajan - Independent Director

Members : Mr. Jeetendra Kapoor - Non-Executive Director

Mr. Pradeep Sarda - Independent Director

Mr. D.K. Vasal - Independent Director

Mr. V.B. Dalal - Independent Director

Secretary : Mrs. Simmi Singh Bisht

All the recommendations made by the Audit Committee during the year were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE:

The current composition of Nomination and Remuneration Committee is as follows:

Chairman : Mr. Ashutosh Khanna- Independent Director

Members : Mr. Jeetendra Kapoor - Non -Executive Director

Mr. Pradeep Sarda - Independent Director

Mr. D.K. Vasal - Independent Director

STAKEHOLDER RELATIONSHIP COMMITTEE:

The current composition of Stakeholder Relationship Committee is as follows:

Chairman : Mr. Jeetendra Kapoor - Non- Executive Director

Members : Mrs. Shobha Kapoor - Executive Director

Ms. Ekta Kapoor - Executive Director

Mr. D.K. Vasal - Independent Director

RISK MANAGEMENT COMMITTEE:

Chairperson : Mrs. Shobha Kapoor- Executive Director

Members : Mr. Jeetendra Kapoor- Non Executive Director

Mr. D.G. Rajan- Independent Director

Mr. Ashutosh Khanna - Independent Director

Mr. V.B. Dalal - Independent Director

INTERNAL COMPLAINTS COMMITTEE:

The current composition of Internal Complaints is as follows:

Chairperson : Mrs. Shobha Kapoor- Executive Director

Members : Mr. Sameer Nair- Group CEO

Mrs. Coralie Ansari- Group Head - HR

Mrs. Simmi Singh Bisht- Company Secretary

Mr. Ayan Roy Chowdhury- General Counsel - Legal

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The composition of the Corporate Social Responsibility Committee is as follows:

Chairman : Mr. Jeetendra Kapoor- Non Executive Director.

Members Mrs. Shobha Kapoor- Executive Director.

Mr. D.G. Rajan- Independent Director.

Mr. Ashutosh Khanna - Independent Director.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of Annual Return in Form MGT-9 is appended as Annexure III to this report.

INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly and efficient control of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

CONSOLIDATED FINANCIAL STATEMENTS:

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2014-15.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

The Composition of Corporate Social Responsibility Committee is as follows:

Chairman : Mr. Jeetendra Kapoor- Non-Executive Director.

Members : Mrs. Shobha Kapoor- Executive Director.

Mr. D.G. Rajan- Independent Director.

Mr. Ashutosh Khanna- Independent Director.

The Annual Report on CSR activities is annexed herewith as Annexure IV.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism of reporting illegal or unethical behaviour. The Company has a whistle blower policy wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the management to the workgroups. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. The Whistle Blower Policy of the Company is also posted on the website of the Company www.balajitelefilms.com and is appended as Annexure V to this Report.

CONSERVATION OF ENERGY:

ENERGY CONSERVATION MEASURES TAKEN BY THE COMPANY

Our operations are not energy intensive. However, significant measures are taken to reduce energy consumption by using energy- efficient computers and by purchasing energy-efficient equipment. We purchase computers, laptops, air conditioners etc. that meet environmental standards, wherever possible, and regularly upgrade old equipment with more energy-efficient equipment. Currently, we use Compact Fluorescent Lamp (CFL) fixtures to reduce the power consumption in the illumination system.

TECHNOLOGY ABSORPTION:

The Company's research and development initiative mainly consists of ideation of new subjects for our content production business, which are used in the creation of new storyline and tracks. The expenses incurred on such initiatives are not practically quantifiable.

The Company is an integrated player in the entertainment industry and our business is such that there is limited scope for new technology absorption, adaptation and innovation. However, the Company uses the latest technology, wherever possible to deliver superior production value, as a regular process.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The foreign exchange earnings is Rs. 35.61 Lacs (Previous Year: Rs.7.33 Lacs) and the foreign exchange outgo is Rs. 6.45 Lacs (Previous Year Rs. Nil) as given in Point 23.9 & 23.10 in notes forming part of the financial statements.

FIXED DEPOSITS:

During the year under review the Company has not accepted any fixed deposit and as such, no amount of principal or interest was outstanding as on the balance sheet date.

DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMuNERATION OF Managerial PERSONNED RuLES, 2014

The requisite details containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure VI (a) to this Report.

Disclosure under rule 5(2) AND RuLE 5(3) OF THE COMPANIES (APPOINTMENT AND REMuNERATION OF MANAGERIAL PERSONNEL) RuLES, 2014

The requisite details relating to the remuneration of the specified employees covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure VI (b) to this Report.

CORPORATE GOVERNANCE:

Your Company has been practicing the principles of good corporate governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company, in terms of Clause 49(X) of the Listing Agreement together with a Certificate from the Auditors confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.

Certificate of CEO / CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal measures and reporting of matters to the audit committee in terms of the clause 49 of the listing agreements with stock exchanges, is also attached as a part of this Annual Report.

MEETINGS OF THE BOARD:

During the year under review, Five (5) meetings of the Board of Directors were held the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between two Board Meetings was not more than One Hundred and Twenty Days.

NOMINATION & REMuNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection & appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy is attached along with the Corporate Governance Report of the Company that forms part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013,

a) In the preparation of the annual accounts for the financial year ended March 31,2015, the applicable accounting standards had been followed along with proper explanation relating to any material departures.

b) 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 and of the profit of the Company for the year under review

c) Proper and sufficient care had been taken 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 annual accounts for the financial year ended March 31,2015 had been prepared on a 'going concern' basis.

e) The Directors had laid down internal financial controls to be followed by the Company and that 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 are adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions of the Company are placed before the Audit Committee as also the Board for approval. Transactions with the related parties are disclosed in Note No. 23.8 in 'Notes forming part of the financial statements' annexed to the Financial Statements of the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

Particulars of Contracts or Arrangements made with related parties referred to in Section 188 (1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure VII to the Board's Report.

BOARD EVALUATION:

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. Schedule IV of Companies Act, 2013 mandates that annual performance evaluation of Directors should be carried out by Independent Directors and annual performance evaluation of Independent Directors should be carried out by other Directors to the exclusion of Director being evaluated.

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section in this Annual Report. The Board approved the evaluation process results as collated by the Nomination & Remuneration Committee of the Company.

RISK Management:

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee of the Company. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

Sexual HARASSMENT:

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

During the year 2014-15, no sexual harassment complaint has been registered with the Company.

Particulars OF LOANS, GuARANTEES OR INvESTMENTS:

Details of loans, guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGuLATORS OR COuRTS:

There are no significant material orders passed by the Regulators/Courts which would impact the going status of the Company & its future operations.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge with gratitude and place on record their appreciation to all stakeholders - investors, customers, suppliers, business associates, banks, regulatory and governmental authorities for their cooperation, assistance and support. Your Directors also wish to thank their employees for their dedicated services.

For & on behalf of the Board of Directors,

Sd/- Jeetendra Kapoor Mumbai, May 20, 2015 Chairman


Mar 31, 2014

The Directors take pleasure in presenting the 20th Annual Report together with the audited statement of accounts of the Company for the year ended March 31, 2014.

COMPANY PERFORMANCE:

A) FINANCIAL HIGHLIGHTS

The salient features of the Company''s financial results for the year under review are as follows:

in Lakhs

Particulars 2013-14 2012-13

Income from operations 131,53.69 140,85.25

Total expenditure 126,76.98 134,45.76

Operating profit 4,76.71 6,39.49

Interest 1,18.86 8.52

Depreciation 5,45.38 7,86.37

Operating (loss) after interest and depreciation (1,87.53) (1,55.40)

Other income 17,89.09 18,16.81

Profit before tax 16,01.56 16,61.41

Provision for taxation 5,99.47 3,28.45

Net profit after tax 10,02.09 13,32.96

Balance brought forward from previous year 207,22.90 198,28.40

Appropriations:

Disposable profits 217,24.99 211,61.36

Proposed dividend 2,60.84 2,60.84

Corporate dividend tax 44.33 44.33

Transfer to general reserve 1,00.21 1,33.30

Balance carried to balance sheet 213,19.61 207,22.90

B) RESULTS OF OPERATIONS

For the year ended March 31, 2014, the Company earned total revenue of Rs. 131,53.69 Lacs, a decrease of 7 % over the previous year''s Rs. 140,85.25 Lacs. As per the consolidated accounts, the total revenues have increased by 119% from Rs. 185,97.48 Lacs to Rs. 407,46.01 Lacs during the year under review. The Company earned net profit of Rs. 10,02.09 Lacs during the year under review as compared to net profit of Rs. 13,32.96 Lacs in the previous year.

A detailed discussion on the business performance is presented in the Management Discussion and Analysis Section of the Annual Report.

APPROPRIATIONS:

DIVIDEND

The Directors are pleased to recommend a final dividend of Rs. 0.40 per share (20% on a par value of Rs. 2 per share) for the approval of the members. The final dividend, if declared as above, would involve an outflow of Rs. 2,60.84 Lacs towards the dividend (previous year Rs. 2,60.84 Lacs) and Rs. 44,33 Lacs towards dividend tax (previous year Rs. 44.33 Lacs), resulting in a total outflow of Rs. 3,05.17 Lacs.

TRANSFER TO RESERVES

We propose to transfer Rs. 1,00.21 Lacs to the general reserve out of the amount available for appropriations. An amount of Rs. 213,19.61 Lacs is proposed to be retained in the profit and loss account.

MANAGEMENT DISCUSSION AND ANALYSIS:

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

PUBLIC DEPOSITS:

During the year, your Company has not accepted and/or renewed any public deposits in terms of the provisions of Section 58A the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

SUBSIDIARY:

The Company has two (2) wholly owned subsidiaries namely Balaji Motion Pictures Limited (BMPL), incorporated in March 2007 and Bolt Media Limited (BOLT), incorporated in November 2012.

BALAJI MOTION PICTURES LIMITED (BMPL):

Balaji Motion Pictures Limited (BMPL), a wholly owned subsidiary of Balaji Telefilms Limited which is into movie production, has produced and released 6 movies during FY 2014. These were Ek Thi Daayan, Shootout at Wadala, Lootera, Once Upon a Time in Mumbai Dobaara, Shaadi Ke Side Effects and Ragini MMS-2.

In FY 2014, we scaled output substantially with diverse subjects and genres, cementing our position as a film company to reckon with. During the year under review we pride ourselves in being the only studio with the highest industry turnover despite being the youngest in the business. We successfully undertook distribution of some of our movies in limited territories, giving us the confidence to be across the value chain, from production to distribution. Going forward, BMPL aims to further scale up its healthy and steady pipeline of movies.

During FY 2015, BMPL released Main Tera Hero and Kuku Mathur Ki Jhand Ho Gayi so far. Ek Villan is next in line. A host of other projects are at various stages in their life cycle and are under planning for FY 2015 and FY 2016.

BMPL aims to build on its credibility as a leading motion picture studio and maintain focus on scripts, budgets, economies of scale and innovative marketing. The emphasis will continue on optimising risk-return trade-off by pre-sale of rights.

BOLT MEDIA LIMITED (BOLT):

Bolt Media Limited (BOLT), a wholly owned subsidiary of Balaji Telefilms Limited, has completed one full year of operations during FY2014 and has established itself well in the entertainment fraternity. During the year under review, it created two new TV shows – Ye Jawaani Tara Riri, a 78-part series for a bi-weekly show on Channel V, and Love by Chance, an episodic romcom on Bindaas TV, these shows would be broadcasted in the fiscal year 2014-15. In addition, two more TV shows created in FY2014 are in the process of getting aired by broadcasters. One of these is a 10-series epic documentary, while Dharma Kshetra, the second one, is a 26-series neo- mythological courtroom drama.

During the year, BOLT signed an AFP with the consumer products major Johnson & Johnson India to create a TV show for Life OK. The specialised show focused on how some successful women, Ekta Kapoor, Kiran Bedi, Anjali Bhagwat, Deepika Kumari, Chhavi Rajavat, among others, achieved their true calling in the light of change. The subsidiary is currently in the process of producing TV commercials and web-based advertisements for Johnson & Johnson India. BOLT aims to double its top line by the end of FY2015.

DIRECTORS:

Mr. D. K. Vasal was appointed as Additional (Non-Executive) Director of the Company w.e.f. May 15, 2014. As per the provisions of Section 161 of the Companies Act, 2013 he will hold office upto the date of the ensuing Annual General Meeting of the Company. Directors recommend his appointment as Independent Director for a term of five years at the ensuing Annual General Meeting pursuant to Section 149 (10) of the Companies Act, 2013 w.e.f. May 15, 2014. The Company has received notice under Section 160 of the Companies Act, 2013, together with requisite deposit proposing appointment of Mr. D. K. Vasal as Director of the Company.

In accordance with the Articles of Association of the Company, Mr. Jeetendra Kapoor Director retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer himself for re-appointment.

Mr. P. K. Sarda, Independent Director of the Company be re-appointment as Independent Director for a term of five years at the ensuing Annual General Meeting pursuant to Section 149 (10) of the Companies Act, 2013 w.e.f. April 1, 2014. The Company has received notice under Section 160 of the Companies Act, 2013 together with requisite deposit proposing appointment of Mr. P. K.Sarda as Director of the Company.

Mr. D.G.Rajan, Independent Director of the Company be re-appointment as Independent Director for a term of five years at the ensuing Annual General Meeting pursuant to Section 149 (10) of the Companies Act, 2013 w.e.f. April 1, 2014. The Company has received notice under Section 160 of the Companies Act, 2013 together with requisite deposit proposing appointment of Mr. D.G.Rajan as Director of the Company.

Mr. Ashutosh Khanna, Independent Director of the Company be re-appointment as Independent Director for a term of five years at the ensuing Annual General Meeting pursuant to Section 149 (10) of the Companies Act, 2013 w.e.f. April 1, 2014. The Company has received notice under Section 160 of the Companies Act, 2013 together with requisite deposit proposing appointment of Mr. Ashutosh Khanna as Director of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under Sub–Section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

A brief profile of these Directors containing the details of their age, qualifications, expertise, other directorships, committee memberships, etc. has been given in the Statement attached to the Notice for the ensuing Annual General Meeting.

Mr. Akshay Chudasama who was an Independent Director ceased to be director of the company w.e.f. July 31, 2013 due to his resignation.

None of the Directors of the Company are disqualified under Section 274(1)g of the Companies Act, 1956.

MANAGEMENT:

During the year under review, following appointment and resignations of Key Managerial Personnel have taken place:

Appointment:

Name Designation Effective Date

Mrs. Simmi Singh Bisht Company Secretary May 27, 2013

Resignation:

Name Designation Effective Date

Ms. Alpa Shah Company Secretary May 27, 2013

AUDITORS'' AND AUDITORS'' REPORT:

M/s Deloitte Haskins & Sells LLP, Chartered Accountants and M/s Snehal & Associates, Chartered Accountants, Joint Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re–appointment.

The Company has received letters from all of them to the efect that their re–appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualiied for re–appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self–explanatory and do not call for any further comments.

AUDIT CHARTER:

The Audit Committee constituted by the Company consists of following directors:

1. Mr. D.G Rajan- Chairman

2. Mr. Jeetendra Kapoor- Member

3. Mr. Pradeep Sarda- Member

4. Mr. D.K. Vasal- Member

The Audit Committee acts in accordance with the terms of reference as specified under Section 177(4) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchanges and the Scope of Audit Committee as envisaged in Audit Charter.

CONSOLIDATED FINANCIAL STATEMENTS:

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2013-14.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Directors have constituted the Corporate Social Responsibility Committee. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the said Policy and recommending the amount to be spent on CSR activities.

WHISTLE BLOWER POLICY:

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism of reporting illegal or unethical behaviour. The Company has a whistle blower policy wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the management to the workgroups. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.

PARTICULARS OF EMPLOYEES:

Particulars of employees, as required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are set out as under:

Sr. No. Full Name Current Gross Qualification

Designation & Remune Nature of Duties ration

(in Lakhs)

1. Mrs. Shobha Kapoor Managing 1,10,12,400 -

Director

2. Ms. Ekta Kapoor Joint Managing 51,25,250 -

Director

3. Mr. Ketan Gupta Chief Operating 60,00,000 B.Com

Officer - Special Projects

4. *Mr. Jay Sampat Group Strategy 44,01,144 Engineering,

Head M.M.S & CFA

(ICFAI)

Sr.Full Name Date Experience Age Previous

No. of (Years) (Years) Employment Joining 1.Mrs.Shobha Kapoor November 19 65 N/A

10, 1994 2.Ms.Ekta Kapoor November 19 39 N/A 10,1994

3.Mr.Ketan Gupta February 17 36 Head Production

1, 2012 & Operations, Fox

- Television Studio India Pvt Ltd

4.*Mr.Jay Sampat August 10 39 Accenture 1, 2013

Note:

1. The gross remuneration shown above comprises of salary, commission, allowances, Company''s contribution to provident fund, gratuity fund, medical insurance and monetary value of the perquisites as per income tax rules.

2. Services of Mrs. Shobha Kapoor and Ms. Ekta Kapoor are terminable by twelve months'' notice respectively. Services of all other employees mentioned above are terminable by either party in accordance with the terms and conditions specified in their appointment letter.

3. None of the employees mentioned above are related to any Directors of the Company, except for Mrs. Shobha Kapoor and Ms. Ekta Kapoor, who are related to each other.

4. As on March 31, 2014, Mrs. Shobha Kapoor held 91,29,462 shares constituting 14% and Ms. Ekta Kapoor held 1,35,72,704 shares constituting 20.81% of the issued and paid up share capital in the Company, respectively.

5. * Indicates employed for part of the year.

PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956:

As per Section 212 of the Companies Act, 1956, we are required to attach certain documents of our subsidiaries. We have attached the Directors'' Report, Auditors'' Report, Balance Sheet and Profit and Loss account of Balaji Motion Pictures Limited and Bolt Media Limited, the wholly owned subsidiaries of the Company and the statement under Section 212 of the holding company''s interest in the subsidiary. The Company also presents the audited consolidated financial statements in the Annual Report. We believe that the consolidated accounts present a full and fair picture of the state of affairs and financial condition of the Company.

CONSERVATION OF ENERGY:

ENERGY CONSERVATION MEASURES TAKEN BY THE COMPANY

Our operations are not energy intensive. However, significant measures are taken to reduce energy consumption by using energy- efficient computers and by purchasing energy-efficient equipment. We purchase computers, laptops, air conditioners etc. that meet environmental standards, wherever possible, and regularly upgrade old equipment with more energy-efficient equipment. Currently, we use Compact Fluorescent Lamp (CFL) fixtures to reduce the power consumption in the illumination system.

ADDITIONAL INVESTMENTS AND PROPOSALS, IF ANY, BEING IMPLEMENTED FOR REDUCTION OF CONSUMPTION OF ENERGY

We regularly conduct a survey of our existing infrastructure and assess the need to adopt newer energy efficient technologies.

IMPACT OF THE MEASURES AND CONSEQUENT IMPACT ON THE COST OF PRODUCTION OF GOODS

Energy costs comprise a miniscule part of our total expenditure and the financial impact of these measures is not material.

TOTAL ENERGY CONSUMPTION

Since the Company does not form part of the list of industries specified in the schedule, the same is not applicable to the Company.

TECHNOLOGY ABSORPTION:

The Company''s research and development initiative mainly consists of ideation of new subjects for our content production business, which are used in the creation of new storyline and tracks. The expenses incurred on such initiatives are not practically quantifiable.

The Company is an integrated player in the entertainment industry and our business is such that there is limited scope for new technology absorption, adaptation and innovation. However, the Company uses the latest technology, wherever possible to deliver superior production value, as a regular process.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The foreign exchange earnings is Rs. Nil , (Previous Year :Rs. Nil) and the foreign exchange outgo is Rs. Nil, (Previous YearRs. 45.51 Lacs) as given in Point 23.9 in notes forming part of the financial statements.

FIXED DEPOSITS:

During the year under review the Company has not accepted any fixed deposit and as such, no amount of principal or interest was outstanding as on the balance sheet date.

CORPORATE GOVERNANCE:

Your Company has been practising the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company, in terms of Clause 49(VI) of the Listing Agreement together with a Certificate from the Auditors confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.

Certificate of CEO / CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal measures and reporting of matters to the audit committee in terms of the clause 49 of the listing agreements with stock exchanges, is also attached as a part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 and based on the representation received from the operating management, the Directors hereby confirm that:

- In the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards had been followed along with proper explanation relating to any material departures;

- Such accounting policies had been selected and applied consistently and judgments and estimates, made 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 of the Company for the year under review;

- Proper and sufficient care had been taken for the 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;

- The annual accounts for the financial year ended March 31, 2014 had been prepared on a ''going concern'' basis.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge with gratitude and place on record their appreciation to all stakeholders - customers, suppliers, business associates, banks, regulatory and governmental authorities for their cooperation, assistance and support. Your Directors also wish to thank all the shareholders for their sustained confidence and their employees for their dedicated services.

For & on behalf of the Board of Directors,

Jeetendra Kapoor

Mumbai, May 15, 2014 Chairman


Mar 31, 2012

The Directors take pleasure in presenting the Eighteenth Annual Report together with the audited statement of accounts of the Company for the year ended March 31, 2012.

FINANCIAL RESULTS

(Rs. in Lacs)

2011-12 2010-11

income FROM operations 12,935.60 15,053.87

Total expenditure 13,645.25 15,283.41

Operating profit /(loss) (709.65) (229.54)

Interest - -

Depreciation 710.84 1,070.30

Operating profit /(loss)after interest and depreciation (1,420.49) (1,299.84)

Other income 2,648.95 1,546.76

Profit before tax 1,228.46 139.95

Provision for taxation (90.44) (95.52)

Net profit before tax before discontinuing operations 1,318.87 342.44

Loss from Discontinuing Operations (157.88) 684.10

Tax expenses from Discontinuing Operations 1.28

Net profit after tax before discontinuing operations 1,160.99 (340.38)

Balance brought forward from previous year 18,935.07 19,427.53

APPROPRIATIONS

Disposable profits 20,096.06 19,087.15

Proposed dividend 130.42 130.42

Corporate dividend tax 21.16 21.66

Transfer to general reserve 116.10 -

Balance carried to Balance Sheet 9,82838 893507

results of operations

For the year ended March 31, 2012, the Company earned total revenue of Rs. 12,935.60 Lacs, a decrease of 14.07% over the previous year's Rs. 15,053.87 Lacs. As per the consolidated accounts, the total revenues have decreased by 2.30% from Rs. 19,222.37 Lacs to Rs. 18,779.90 Lacs in the year under review. The Company incurred net profit of Rs. 1,160.99 Lacs during the year under review as compared to a net loss of Rs. 340.38 Lacs in the previous year.

A detailed discussion on the business performance is presented in the Management Discussion and Analysis section of the Annual Report.

appropriations

Dividend

In accordance with the provisions of Companies (Declaration of Dividend out of Reserves) Rules, 1975, the Directors recommend a final dividend of Rs. 0.20 per share (10 percent on a par value of Rs. 2 per share) for the approval of the members. The final dividend, if declared as above, would involve an outflow of Rs. 130.42 Lacs towards the dividend (previous year Rs. 130.42 Lacs) and Rs. 21.16 Lacs towards dividend tax (previous year Rs. 21.66 Lacs), resulting in a total outflow of Rs. 151.58 Lacs.

Transfer To Reserves

We propose to transfer Rs. 116.10 Lacs to the general reserve out of the amount available for appropriations. An amount of Rs. 893.31 Lacs is proposed to be retained in the profit and loss account.

Subsidiary

The Company has one wholly owned subsidiary i.e. Balaji Motion Pictures Limited (BMPL), incorporated in March 2007, venturing into the filmed entertainment business.

Within three years of its formal existence, BMPL firmly established its place among the top 5 Indian motion picture studios. The youngest and fastest growing entity in the business today, BMPL has become synonymous with commercial cutting edge cinematic content supported by intensive and innovative marketing.

The studio has a number of award-winning and acclaimed box office blockbusters to its credit. Once Upon A Time in Mumbaai and Love Sexaur Dhokha set the ball rolling in 2010. With four releases, 2011 saw the rapid emergence of Alt Entertainment, BMPL's alternate brand, which stands for new-age cinema with alternate sensibilities. Shor in the City, an urban drama, emerged as the most acclaimed film of the year, while Ragini MMS, a paranormal thriller made on a shoe-string budget, became the biggest hit. Alt's foray into regional cinema with its maiden State Award-winning Marathi co-production, Taryanche Bait, was received with an overwhelming response and set new box office precedents. The year ended on a crescendo with the runaway success of The Dirty Picture, unarguably, the most acclaimed, celebrated and discussed film of Indian cinema.

Continuing its exponential growth curve, BMPL is expected to release three major productions in 2012-2013 and five in 2013-2014.

The Company's Board has approved an investment upto Rs. 150 Crores in form of interest free temporary loan/ advances to BMPL. BMPL achieved a turnover of Rs. 5,845.50 Lacs as against Rs. 4,169.70 Lacs during the previous fiscal. In the current financial year, BMPL has reported profit of Rs. 882.79 Lacs, as against Rs. 232.35 Lacs for the previous fiscal.

DIRECTORS

Mr. Jeetendra Kapoor and Mr. D. G. Rajan retire by rotation at the ensuing Annual General Meeting. Mr. Jeetendra Kapoor and Mr. D. G. Rajan being eligible, offer themselves for re-appointment.

The brief resume/details relating to the Directors who are to be appointed/re-appointed are furnished alongwith the notice convening the Annual General Meeting.

MANAGEMENT

On sale of the Education and Mobile business divisions, their respective Chief Executive Officers, Mr. Anurag Gupta and Mr. Punyasholk Bhakta have moved on with the divisions. Mr. Manuj Agarwal resigned from his position of Chief Executive Officer - Television.

AUDITORS

M/s. Deloitte Haskins and Sells, Chartered Accountants, Mumbai and M/s. Snehal & Associates, Chartered Accountants, Mumbai, the Joint Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have also confirmed their eligibility and willingness for re- appointment if made the Joint Auditors of the Company and confirmed that, if appointed as auditors for the year 2012-13, their appointment will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2011-12.

PARTICULARS OF EMPLOYEES

Particulars of employees, as required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are set out as under:

Sr. Full Name Current Gross Qualification

No. Designation & Remuneration Nature of Duties (Rs.)

1 Anurag Gupta* Chief Executive 76,27,152 PGDBM IMT Officer - Education Gaziabad Business

2 Ekta Kapoor Joint Managing 1,32,30,600 Director



Full Name Date of Experience Age Previous Joining Years Years employ ment

Anurag Gupta* 25-Feb-10 20 Years 43 Chief Execu tive Officer, Frankfinn Institute of Air- Hostess Training

Ekta Kappor 10-Nov-94 17 Years 37 N/A



Sr. Full Name Current Gross Qualification No. Designation& Remuneration Nature of Duties (Rs.)

3 Ketan Gupta Chief Operating 60,00,000 B.Com Officer - Special Projects

4 Manuj Agarwal Chief Executive 95,67,379 PGDM - Officer - Television Marketing

5 Puneet Kinra Group Chief 2,50,00,008 MBA in Executive Officer Strategy & Finance

6 Shobha Kapoor Managing Director 1,10,12,400 -

7 Srinivasa Shenoy Chief Financial 63,00,000 PG in Finance Officer & Marketing, CA

8 Punyashlok Chief Executive 51,91,975 B.Sc., M.M.S Bhakta* Officer -New Media



Full Nmae Date of Experience Age Previous Joining Years Years Employment

Ketan Gupta 1-Feb- 15 Years 34 Head - Production 2012 & Operations, Fox - Television Studio India Pvt Ltd

Manuj Agawal 16-Jul- 14 Years 37 Chief Operating Officer, 2011 Percept Ltd

Puneet Kinra 15-Oct-08 18 Years 40 Associate Director, Price water house Coopers Pvt. Ltd.

Shobha Kapoor 10-Nov-94 17 Years 63 N/A

Srinivasa Shenoy 16-Feb-09 12 Years 36 Senior Vice President Entertainment Network (India) Ltd

Punya sholok 4-Apr- 13 Years 36 Business Head 2011 (Consumer Business) & Head of Marketing Hungama Digital Media Entertainment Pvt. Ltd.

Note:

1. The gross remuneration shown above comprises of salary, commission, allowances, Company's contribution to provident fund, gratuity fund, medical insurance and monetary value of the perquisites as per income tax rules.

2. The nature of employment in all cases is contractual. Services of Ms. Shobha Kapoor and Ms. Ekta Kapoor are terminable by twelve months' notice respectively. Services of all other employees mentioned above are terminable by either party, by giving three month's notice.

3. None of the employees mentioned above are related to any Directors of the Company, except for Ms. Shobha Kapoor and Ms. Ekta Kapoor, who are related to each other.

4. As on March 31, 2012, Ms. Shobha Kapoor held 1,00,37,500 shares constituting 15.39% and Ms. Ekta Kapoor held 1,05,00,488 shares constituting 16.10% of the issued and paid up share capital in the Company, respectively.

5. * Indicates employed for part of the year.

PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956

As per Section 212 of the Companies Act, 1956, we are required to attach certain documents of our subsidiaries. We have attached the Directors' Report, Auditors' Report, Balance Sheet and Profit and Loss account of Balaji Motion Pictures Limited, the wholly owned subsidiary of the Company and the statement under section 212 of the holding company's interest in the subsidiary. The Company also presents the audited consolidated financial statements in the Annual Report. We believe that the consolidated accounts present a full and fair picture of the state of affairs and financial condition of the Company.

AUDITORS' REPORT

The observations of Auditors in their report read with the relevant notes to accounts in Schedule 15 are self- explanatory and do not require further explanation.

conservation of energy

Energy conservation measures taken by the Company

Our operations are not energy intensive. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by purchasing energy-efficient equipment. We purchase computers, laptops, air conditioners etc. that meet environmental standards, wherever possible, and regularly upgrade old equipment with more energy-efficient equipment. Currently, we use CFL fixtures to reduce the power consumption in the illumination system.

Additional investments and proposals, if any, being implemented for reduction of consumption of energy We regularly conduct a survey of our existing infrastructure and assess the need to adopt newer energy efficient technologies.

Impact of the measures and consequent impact on the cost of production of goods Energy costs comprise a miniscule part of our total expenditure and the financial impact of these measures is not material.

Total energy consumption

Since the Company does not form part of the list of industries specified in the schedule, the same is not applicable to the Company.

technology absorption

The Company's research and development initiative mainly consists of ideation of new subjects for our content production business, which are used in the creation of new storyline and tracks. The expenses incurred on such initiatives are not practically quantifiable.

The Company is an integrated player in the entertainment industry and our business is such that there is limited scope for new technology absorption, adaptation and innovation. However, the Company uses the latest technology, wherever possible to deliver superior production value, as a regular process.

foreign exchange earnings and outgo

There was no foreign exchange earnings and the foreign exchange outgo is Rs. 102.89 Lacs, as given in Point 23.8 in notes forming part of the financial statements.

fixed deposits

The Company has not accepted any fixed deposits and as such, no amount of principal or interest was outstanding as on the balance sheet date.

corporate governance

A separate section on corporate governance and a certificate from Auditors of the Company regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges forms part of this Annual Report.

Certificate of CEO / CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal measures and reporting of matters to the audit committee in terms of the clause 49 of the listing agreements with stock exchanges, is also attached as a part of this Annual Report.

directors' responsibility statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 and based on the representation received from the operating management, the Directors hereby confirm :

A That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

A 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 at the end of the financial year and of the profit or loss of the Company for that period;

A 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 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

A That they have prepared the annual accounts on a going concern basis.

acknowledgements

Your Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation extended by the shareholders, bankers and other business associates. Your Directors further wish to place on record their appreciation of the exemplary contribution made by the employees at all levels, who, through their competence, hard work, solidarity, cooperation and support enabled the Company to achieve consistent growth.

On behalf of the Board of Directors,

May 11, 2012 Jeetendra Kapoor

Mumbai Chairman


Mar 31, 2011

Dear Members,

The Directors take pleasure in presenting the Seventeenth Annual Report together with the audited statement of accounts of the Company for the year ended March 31, 2011.

Financial results

(Rs. in Lacs)

Particulars 2010-11 2009-10

Income from operations 15,194.14 15,282.41

Total expenditure 16,162.93 15,340.87

Operating profit /(loss) (968.79) (58.46)

Interest - -

Depreciation 1,117.82 1,033.43

Operating profit /(loss)after interest and

depreciation (2,086.61) (1,091.89)

Other income 1,654.62 3,317.16

Profit before tax (431.99) 2,225.27

Provision for taxation 91.61 706.18

Net profit after tax (340.38) 1,519.09

Balance brought forward from previous year 19,427.53 18,290.55

Appropriations

Disposable profits 19,087.15 19,809.64

Proposed dividend 130.42 195.63

Corporate dividend tax 21.66 33.26

Transfer to general reserve - 153.22

Balance carried to Balance Sheet 18,935.07 19,427.53

RESULTS OF OPERATIONS

For the year ended March 31, 2011, the Company earned total revenue of Rs. 16,848.76 Lacs, a decrease of 9.41% over the previous year's Rs. 18,599.57 Lacs. As per the consolidated accounts, the total revenues have increased by 9.70% from Rs. 19,190.54 Lacs to Rs. 21,052.27 Lacs in the year under review. The Company incurred net loss of Rs. 340.38 Lacs during the year under review as compared to a net profit of Rs. 1,519.09 Lacs in the previous year.

A detailed discussion on the business performance is presented in the Management Discussion and Analysis section of the Annual Report.

APPROPRIATION

Dividend

In accordance with the provisions of Companies (Declaration of Dividend out of Reserves) Rules, 1975, the Directors recommend a final dividend of Rs. 0.20 per share (10 per cent on a par value of Rs. 2 per share) for the approval of the members. The final dividend, if declared as above, would involve an outflow of Rs. 130.42 Lacs towards the dividend (previous year Rs. 195.63 Lacs) and Rs. 21.66 Lacs towards dividend tax (previous year Rs. 33.26 Lacs), resulting in a total outflow of Rs. 152.08 Lacs.

Transfer to Reserves

Since the Company has incurred losses during the year, no amount has been transferred to the General Reserve. Dividend has been declared out of the accumulated profits available for distribution. Post proposed dividend, an amount of Rs. 18,935.07 Lacs has been retained in the Profit and Loss Account.

Subsidiary

The Company has one wholly owned subsidiary i.e. Balaji Motion Pictures Limited (BMPL), incorporated in March 2007, to handle the filmed entertainment business.

The year has been an eventful one for BMPL. The box office blockbuster, 'Once Upon A Time in Mumbai', emerged as one of the most celebrated films of the year, bagging multiple awards in various categories.

Subsequent to the financial year end, 'Short in the City', the most acclaimed film of the season, and 'Raging MMS', an unconventional paranormal thriller, were both released successfully, and established the company's Alt brand, which stands for new-age commercial cinema with alternate sensibilities.

In April 2011, BMPL forayed into regional cinema with its maiden Marathi co- production, 'Taryanche Bait', which received an overwhelming response from the media and audiences alike, and set new precedents at the box office.

BMPL is currently filming its forthcoming multi-starrer, 'The Dirty Picture', which is due for a release later this year.

A number of other projects are under active discussion. The Company expects to release as many as five films in 2012-2013, compared to four in 2011-2012 and two in 2010-2011.

BMPL achieved a turnover of Rs. 4204.71 Lacs as against Rs. 592.17 Lacs during the previous fiscal. In the current financial year, BMPL has reported profit of Rs. 288.86 Lacs against a loss of Rs. 889.90 Lacs for the previous fiscal.

Directors

Mr. Ashutosh Khanna and Mr. Tusshar Kapoor were appointed as Additional (Non-Executive) Directors of the Company with effect from August 27, 2010. As per the provisions of section 260 of the Companies Act, 1956, they will hold office upto the date of the ensuing Annual General Meeting of the Company.

The Company has received notices under section 257 of the Companies Act, 1956, together with requisite deposit proposing appointment of Mr. Ashutosh Khanna and Mr. Tusshar Kapoor as Directors of the Company.

Mr. Akshay Chudasama and Mr. Pradeep Sarda retire by rotation at the ensuing Annual General Meeting. Mr. Akshay Chudasama and Mr. Pradeep Sarda being eligible, offer themselves for re- appointment.

The brief resume/details relating to the Directors who are to be appointed/re- appointed are furnished alongwith the notice convening the Annual General Meeting.

MANAGEMENT

Mr. Manuj Agarwal was appointed as Chief Executive Officer - Television, effective July 30, 2010. Mr. Uday Sodhi, Chief Executive Officer – New Media, resigned effective September 18, 2010 and Mr. Punyashlok Bhakta was appointed as Chief Executive Officer – New Media, effective April 4, 2011.

AUDITORS

M/s. Deloitte Haskins and Sells, Chartered Accountants, Mumbai and M/s. Snehal & Associates, Chartered Accountants, Mumbai, the Joint Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have also confirmed their eligibility and willingness for re-appointment if made the Joint Auditors of the Company and confirmed that, if appointed as auditors for the year 2011–12, their appointment will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2010-11.

PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956

As per Section 212 of the Companies Act, 1956, we are required to attach certain documents of our subsidiary. We have attached the Directors' Report, Auditor's Report, Balance Sheet and Profit and Loss Account of Balaji Motion Pictures Limited, the wholly owned subsidiary of the Company and the statement under section 212 of the holding company's interest in the subsidiary. The Company also presents the audited consolidated financial statements in the Annual Report. We believe that the consolidated accounts present a full and fair picture of the state of affairs and financial condition, and are accepted globally.

AUDITORS REPORT

The observations of Auditors in their report read with the relevant notes to accounts in Schedule 15 are self-explanatory and do not require further explanation.

CONSERVATION OF ENERGY

Energy conservation measures taken by the Company

Our operations are not energy intensive. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by purchasing energy-efficient equipment. We purchase computers, laptops, air conditioners etc. that meet environmental standards, wherever possible, and regularly upgrade old equipment with more energy- efficient equipment. Currently, we use CFL fixtures to reduce the power consumption in the illumination system.

Additional investments and proposals, if any, being implemented for reduction of consumption of energy We regularly conduct a survey of our existing infrastructure and assess the need to adopt newer energy efficient technologies.

Impact of the measures and consequent impact on the cost of production of goods

Energy costs comprise a miniscule part of our total expenditure and the financial impact of these measures is not material.

Total energy consumption

Since the Company does not form part of the list of industries specified in the schedule, the same is not applicable to the Company.

TECHNOLOGY ABSORPTION

The Company's research and development initiative mainly consists of ideation of new subjects for our content production business, which are used in the creation of new storyline and tracks. The expenses incurred on such initiatives are not practically quantifiable.

The Company is an integrated player in the entertainment industry and our business is such that there is limited scope for new technology absorption, adaptation and innovation. However, the Company uses the latest technology, wherever possible to deliver better production value, as a regular process.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no foreign exchange earnings and the outgo is Rs. 55.92 Lacs, as given in Point 15 in Schedule 15 (statement of significant accounting policies and notes forming part of accounts) of the Financial Statements.

FIXED DEPOSITS

The Company has not accepted any fixed deposits and as such, no amount of principal or interest was outstanding as on the balance sheet date.

CORPORATE GOVERNANCE

A separate section on corporate governance and a certificate from Auditors of the Company regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges forms part of this Annual Report.

Certificate of CEO / CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal measures and reporting of matters to the audit committee in terms of the clause 49 of the listing agreements with stock exchanges, is also attached as a part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 and based on the representation received from the operating management, the Directors hereby confirm

- That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

- Thatthey 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 at the end of the financial year and of the profit or loss of the Company for that period;

- 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 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- That they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation extended by the shareholders, bankers and other business associates. Your Directors further wish to place on record their appreciation of the exemplary contribution made by the employees at all levels, who, through their competence, hard work, solidarity, cooperation and support enabled the Company to achieve consistent growth

On behalf of the Board of Directors,

Jeetendra Kapoor Chairman

May 23, 2011 Mumbai


Mar 31, 2010

The Directors take pleasure in presenting the Sixteenth Annual Report together with the audited statement of accounts of the Company for the year ended March 31, 2010.

FinanciaL results

(Rupees in Lacs)

Particulars 2009-10 2008-09

income from operations 15,282.41 29,491.89

Total expenditure 15,340.87 25,515.28

operating profit /(loss) (58.46) 3,976.61

interest 0.00 0.00

Depreciation 1,033.43 2,352.26

operating profit /(loss)after interest and depreciation (1,091.89) 1,624.35

Other income 3,317.16 2,127.03

profit before tax 2,225.27 3,751.38

Provision for taxation 706.18 1,119.26

net profit after tax 1,519.09 2,632.12

Balance brought forward from previous year 18,290.55 16,154.01

appropriations

Disposable profits 19,809.64 18,786.13

Proposed dividend 195.63 195.63

Corporate dividend tax 33.26 33.26

Transfer to general reserve 153.22 266.69

Balance carried to Balance Sheet 19,427.53 18,290.55

Results of operations

For the year ended March 31, 2010, the Company earned total revenue of Rs. 18,599.57 Lacs, a decrease of 41.18% over the previous year’s Rs. 31,618.92 Lacs. As per the consolidated accounts, the total revenues have decreased by 46.02% from Rs. 35,641.37 Lacs to Rs. 19,238.03 Lacs in the year under review. The net profit of the Company for the year decreased from Rs. 2,632.12 Lacs to Rs. 1519.09 Lacs in the year under review, a decrease of 42.55%.

A detailed discussion on the business performance is presented in the Management Discussion and Analysis section of the Annual Report.

AppropriaTions

Dividend

The Directors are pleased to recommend a fnal dividend of Rs. 0.30 per share (15 per cent on a par value of Rs. 2 per share) for the approval of the members. The fnal dividend, if declared as above, would involve an outfow of Rs. 195.63 Lacs towards the dividend (previous year Rs. 195.63 Lacs) and Rs. 33.26 Lacs towards dividend tax (previous year Rs. 33.26 Lacs), resulting in a total outfow of Rs. 228.89 Lacs, same as in the previous year. Dividend (including dividend tax) as percentage of profit after tax is 14.94%, as compared to 8.58% in the previous year.

Transfer To reserves

We propose to transfer Rs. 153.22 Lacs to the general reserve out of the amount available for appropriations. An amount of Rs. 19,427.53 Lacs is proposed to be retained in the profit and loss account.

Subsidiary

During the year the Company had one wholly owned subsidiary: Balaji Motion Pictures Limited (BMPL).

BMPL was established in March 2007 to handle the flm related business of the Company. BMPL successfully released one movie during the year. It has completed production of three flms which are tentatively scheduled for release in the fnancial year 2010-11. Further, the Company is at various stages of discussion with various parties for additional movie ventures during the year. BMPL achieved turnover of Rs. 638.58 Lacs compared to Rs. 4,256.06 Lacs of last year. In the current fnancial year BMPL has reported loss of Rs. 889.90 Lacs compared to loss of Rs. 2,331.06 Lacs for last year.

Directors

Mr. D. G. Rajan was appointed as Additional (Non- Executive and Independent) Director of the Company with effect from July 19, 2010. As per the provisions of section 260 of the Companies Act, 1956, he will hold offce upto the date of the ensuing Annual General Meeting of the Company.

The Company has received notice under section 257 of the Companies Act, 1956, together with requisite deposit proposing appointment of Mr. D. G. Rajan as Director of the Company.

Mr. Jeetendra Kapoor and Mr. Dhruv Kaji retire by rotation at the ensuing Annual General Meeting. Mr. Jeetendra Kapoor and Mr. Dhruv Kaji being eligible, offer themselves for re-appointment.

The brief resume/details relating to the Directors who are to be appointed/re-appointed are furnished alongwith the notice convening the Annual General Meeting.

Management

Mr. Nachiket Pantvaidya, Chief Executive Offcer - Television resigned effective October 31, 2009 and Mr. Anurag Gupta was appointed as Chief Executive Offcer - Education effective February 25, 2010. Mr. Srinivasa Shenoy was appointed as Chief Financial Offcer of the Company in place of Mr. Sunil Shahani, who resigned effective september 22, 2009.

Auditors

M/s. Deloitte Haskins and Sells, Chartered Accountants, Mumbai and M/s. Snehal & Associates, Chartered Accountants, Mumbai, the Joint Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have also confrmed their eligibility and willingness for re- appointment if made the Joint Auditors of the Company and confrmed that, if appointed as auditors for the year 2010- 11, their appointment will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Consolidated Financial Statements

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the fnancial year 2009-10.

Sr. Full Name Current Designation & Gross No. Nature of Duties No. Remuneration

(Rupees)

1 Abhijit Nath* Vice President-Risk and Investments 19,31,237

2 Anurag Gupta* Chief Executive Officer-Education Business 9,53,107

3 ArpitAgrawal* Sr. Vice President-Operations 29,16,667

4 Ashish Gharde Chief People Officer 49,88,076

5 Darshan Patodi* Vice President-Internet-New Media 26,29,347

6 Ekta Kapoor Joint Managing Director 1,32,30,600

7 Gaurav Chopra* Financial Controller 16,75,241

8 Malini Rai* Vice President-Corporate Communications 10,71,667

9 ManishVerma* Chief Technology Officer 18,38,712

10 Meenakshi Roy* Chief People Officer 12,09,677

11 Nachiket Pant vaidya* Chief Executive Officer-Television 61,25,397

12 Nidhiee Sharma* Vice President-International Business 8,08,394

13 PuneetKinra Group Chief Executive Officer 1,90,00,000

14 Rajneel Kumar Vice President-Mobile Revenue - New Media 24,22,320

15 Rajnikant Dhorajia* SeniorVice President- Mobile - New Media 36,90,235

16 Ramalingam Chief Executive Officer 38,30,520 Karthikeyan*

17 Rohit Chopra* Chief Legal Officer 35,09,991

18 SakettSaawhney* General Manager-Production 17,93,884

19 SanjayAggarwal* Chief Risk & Investment Officer 10,83,333

20 Shobha Kapoor Managing Director 1,10,12,400

21 Simmi Kama* SeniorVice President-Business Development 21,25,605

22 Srinivasa Shenoy Chief Financial Officer 43,66,667

23 Subhaa Venkat* Vice President-Creative-Television 15,80,387

24 SunilShahani* Chief Financial Officer 25,45,840

25 UdaySodhi Chief Executive Officer-New Media 70,00,008

26 VinodAhuja* SeniorVice President 3,33,337

Full Name Qualification Date of Joining Experience

Abhijit Nath MBA July 14, 2009 5 Years

Anurag Gupta PGDBMFeb 25, 2010 18 Years

Arpit Agrawal Matriculation April 1,2009 14Years

Ashish Gharde MBA Feb 12, 2008 12Years

Darshan Patodi MBA April 23, 2009 10 Years

Ekta Kapoot - Nov 10,1994 15 Years

Gaurav Chopra B.Com, CA&CIMA Sep 10,2009 11 Years

Bachelors in

Malini Rai May 18,2009 12Years Journalism, MBA

Manish Verma B.E., MDP Oct 7, 2009 16 Years

Meenakshi Roy B.A., DHRM April 1,2009 16 Years

Nachiket Pantvaidya B.Sc, PGDM-IIMA Feb 16,2009 16 Years

Nidhiee Sharma B.A., MBA Aug 25,2009 11 Years

Puneet Kinra MBA Oct 15, 2008 16 Years

Rajneel Kumar B.Com, PGDBM April 1,2009 10 Years

Rajnikant Dhorajia B.E..PGDBM April 16,2009 13 Years Ramalingam Karthikeyan M Sc, MBA " March 1,2000 16Years

Rohit Chopra B.A., LLB. May 6, 2009 11 Years

Sakett Saawhney B.Com May 1,2009 11 Years

Sanjay Aggarwal B.Com, BGL.CA April 27, 2009 9 Years

Shobha Kapoor - Nov 10,1994 15 Years

Simmi Karna M.Sc, M.Phil Aug 17,2009 6 Years

Srinivasa Shenoy PGDBM, CA Feb 16,2009 10 Years

Subhaa Venkat B.Com, MA Aug 5,2009 24 Years

Sunil Shahani CA, CWA Feb 11,2009 17 Years

Uday Sdhi B.Sc, MMS Feb 16,2009 19 Years

Vinod Ahuja M.Sc, PGDBM Jan 5,2009 41 Yearrs

Full Name Age Previous Employment

Abhijit Nath 28 Rreef India Advisors Pvt. Ltd.

Anurag Gupta 41 Frankfinn Aviation Services Pvt. Ltd.

Ashish Gharda 39 MiditechPvt.Ltd.

Darshan Patodi 35 Music Broadcast India Pvt. Ltd.

Ekta Kapoor 33 Reliance Big Entertainment Pvt. Ltd.

Gaurav Chopra 35 N/A

Malini Rai 33 The Bombay Dyeing And Manufacturing Co. Ltd.

Manish Verma 33 Kingfisher Airlines Ltd.

Meenakshi Roy 36 Yahoo India Pvt. Ltd

Nachiket Pantvaidaya40 Mentamind Consulting

Nidhiee Sharma 39 BBC Global Channels

Puneet Kinra 36 Independent Producers Director

Rajneel Kumar 38 PricewaterhouseCoopers Pvt. Ltd.

Rajnikant Dhorjia 34 Reliance Big Entertainment Pvt. Ltd.

Ramalingam 38 People Infocom Pvt. Ltd.

Karthikeyan 41 Nimbus Communications Ltd.

Rohit Chopra 35 Reliance Big Broadcasting Pvt. Ltd.

Sakett Saawhney 31 Ram Gopal Verma

Sanjay Aggarwal 38 Atherstone Capital

Shobha Kapoor 61 N/A

Simmi Kama 45 International Management Group

Srinivasa Shenoy 34 Entertainment Network (India) Ltd.

Subhaa Venkat 44 Radaan Media Works (I) Ltd.

Sunil Shahani 42 The Walt Disney Company India Pvt. Ltd.

Uday Sodhi 44 Rediff.com India Ltd.

Vinod Ahuja 58 Indian Army

ParticuLars under section 212 of The companies act, 1956

As per Section 212 of the Companies Act, 1956, we are required to attach certain documents of our subsidiaries. We have attached the directors’ report, auditors’ report, balance sheet and profit and loss account of Balaji Motion Pictures Limited, the wholly owned subsidiary of the Company and the statement under section 212 of the holding company’s interest in the subsidiaries. The Company also presents the audited consolidated fnancial statements in the Annual Report. We believe that the consolidated accounts present a full and fair picture of the state of affairs and fnancial condition, and are accepted globally.

AudiTors’ reporT

The observations of Auditors in their report read with the relevant notes to accounts in Schedule 15 are self- explanatory and do not require further explanation.

ConservaTion oF energy

Energy conservation measures taken by the company

Our operations are not energy intensive. However, signifcant measures are taken to reduce energy consumption by using energy-effcient computers and by purchasing energy-effcient equipment. We purchase PCs, laptops, air conditioners etc. that meet environmental standards, wherever possible and replace the old equipment with more energy-effcient equipment. Currently, we use CFL fxtures to reduce the power consumption in the illumination system.

Additional investments & proposals, if any, being implemented for reducing consumption of energy

We constantly evaluate new technologies and invest into this to make our infrastructure more energy effcient.

Impact of the measures and consequent impact on the cost of production of goods

As energy costs comprise a very small part of our total expenses, the fnancial impact of these measures is not material.

Total energy consumption

Since the Company does not form part of the list of industries specifed in the schedule, the same is not applicable to the Company.

TechnoLogy AbsorpTion

The Company’s research and development initiatives mainly consists of ideation of new subjects for our serials which are used in the creation of new storyline and tracks. The expenses incurred on such initiatives are not practically quantifable.

The Company is an integrated player in the entertainment industry and our business is such that there is limited scope for new technology absorption, adaptation and innovation. However, the Company uses the latest technology, wherever possible for better production values as a regular process.

Foreign exchange earnings and ouTgo

The foreign exchange earnings is Rs. 3,663.72 Lacs and the outgo is Rs. 16.2 Lacs, as given in Point 14 in Schedule 15 (statement of signifcant accounting policies and notes forming part of accounts) of the Financial statements.

Fixed deposiTs

The Company has not accepted any fxed deposits and as such, no amount of principal or interest was outstanding as on the balance sheet date.

CorporaTe governance

A separate section on corporate governance and a certifcate from Auditors of the Company regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges forms part of this Annual Report.

Certifcate of CEO / CFO, inter alia, confrming the correctness of the fnancial statements, adequacy of the internal measures and reporting of matters to the audit committee in terms of the clause 49 of the listing agreements with stock exchanges, is also attached as a part of this Annual Report.

Directors responsibiltiy statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 and based on the representation received from the operating management, the Directors hereby confrm :

- That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

- 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 at the end of the fnancial year and of the

profit or loss of the Company for that period;

- That they have taken proper and suffcient care for the 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;

- That they have prepared the annual accounts on a going concern basis.

Acknowledgements

Your Directors takes this opportunity to express their sincere appreciation for the excellent support and co- operation extended by the shareholders, bankers and other business associates. Your Directors further wish to place on record their appreciation of the exemplary contribution made by the employees at all levels, who, through their competence, hard work, solidarity, cooperation and support enabled the Company to achieve consistent growth.

On behalf of the Board of Directors,

Jeetendra Kapoor

Chairman

July 19, 2010

Mumbai