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Directors Report of Channel Nine Entertainment Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the 13th Directors- Report of your Company together with Audited Statement of Accounts and the Auditors- Report of your Company for the financial year ended, 31st March 2015.

FINANCIAL SUMMARY OR HIGHSSLIGHTS/PERFORMANCE OF THE COMPANY

The highlights of financial results of your Company are as follows:

Particulars For the Financial year ended as For the Financial year ended as on 31st March, 2015 on 31st March,2014 Amount (in Rs.) Amount (in Rs. )

Income 42,094,908 28,509,378

Less: Expenditure 40,170,903.62 26,837,853.61

Profit/ (Loss) before taxation 1,924,004.38 1,671,524.39

Net profit (Loss) after 1,344,496.38 526,458.29

taxation

FINANCIAL PERFORMANCE

During the year under review, the Company's income is Rs. 42,094,908 as against income of Rs. 28,509,378 in 2013-14.

RESERVES & SURPLUS

The Reserves and Surplus is Rs. 747.66 Lacs as on the end of the Current year and the Profit of the Current year Rs. 13.44 Lacs has been transferred to Reserve and Surplus.

DIVIDEND

To plough back the profits in to the business activities, no dividend is recommended for the Financial year 2014-15.

SHARE CAPITAL

Sub-Division

The Authorized Share Capital as on March 31, 2015 was Rs. 25 crores (25,00,00,000 shares of Rs.10/each). The Company has also split up its share capital from Rs.10 per share into the shares of Rs. 1/- each w.e.f. 03.03.2015.divided into 25,00,00,000(Rupees Twenty Five Crore )Equity Shares of Rs.1/-(Rupees One Only) each.

Right Issue

Channel Nine Entertainment Ltd has informed BSE that the Board of Directors of the Company at its meeting held on June 09, 2014 has approved raising the funds by way of right issue of Equity Shares in the ratio of 1 equity shares for 2 equity shares held by the existing shareholders of the Company.

Consequent upon the In principle approval accorded by the BSE Limited, the Board of Directors in its meeting held on 26th December, 2014 allotted 77,63,200 Equity shares through right. Accordingly, BSE Limited granted its Listing and Trading Approval.

UTILIZATION OF INITIAL PUBLIC OFFER PROCEEDS:

The initial Public Offer (IPO) proceeds have been utilized as under:-

Actual Utilizations as on 31st March, 2015 Particulars Proposed Objects

To finance the estimated expenditure of production of two (2) films 700.00 480.00

Strengthening Distribution operations 350.00 311.11

Brand Building 60.00 54.19

Issue Expenses 57.00 29.30

Unutilized portion NA 296.90

Total 1167.00 1171.50

Use of the proceeds from Right Issue as given below;

Actual Utilization up to Particulars Proposed Object March,2015

To finance the estimated expenditure on Sports i.e Archery Documentary & Training Album 200.00 90.00

Event management - Voice of Delhi 300.00 60.00

To Purchase the low budget Hollywood

movie to distribute in India 260.00 50.00

Issue Expenses 16.32 13.13

Unutilized portion NA 563.19

Total 776.32 776.32

CHANGE IN THE NATURE OF BUSINESS

During the year, the Company has not changed its nature of business.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 52 of the Listing Agreement to be entered into with BSE Limited., Management Discussion and Analysis Report is presented in the separate section and forms an integral part of the Directors Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 THE REPORT

There have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company has a strong monitoring and reporting process resulting in financial discipline and accountability.

RISK MANAGEMENT POLICY

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion as per Sec 134 of Companies Act, 2013.

Therefore, in accordance with Companies Act, 2013, the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under 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 given below.

The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars mentioned in rule 5(2) of the said rule which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company upto the date of ensuing Annual General Meeting. If any Member is interest in inspecting the same, such Member may write to the Compliance officer in advance.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)

RULES, 2014

Sr. Name of Remuneration % increase in Ratio of Ratio of No. Director/ KMP and of Director/ Remuneration Remune- ration of Remunera- tion Designation KMP for FY in FY 2014-15 Director to of 2014-15 (In Rs. ) ** Median Director Remuneration to Median of employees Remunera- tion of Employees

1. Mr. Gaj Raj Singh, 2,20,000 N.A. N.A. N.A. Whole Time Director 2. Mr.Bhagat Singh 80000 N.A. N.A. N.A.

Mr. Bhagat Singh has been appointed as Company Secretary & Compliance Officer of the Company w.e.f. April 16, 2014 and resigned w.e.f. 28/02/2015.

The number of permanent employees as on 31st March 2015 was 2.

Average of remuneration of employees excluding KMPs – Nil

No employee's remuneration for the year 2014-15 exceeded the remuneration of any of the Directors.

Company's performance has been provided in the Directors' Report which forms part of the Board Report.

The key parameter for the variable component of key managerial personnel(s) is linked with Company performance and Individual performance.

The remuneration of Directors, KMPs and other employees is in accordance with the Remuneration Policy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015 –

NOT APPLICABLE

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March, 2015, provision of section 129 of the Companies Act, 2013 is not applicable.

STATE OF COMPANY AFFAIRS:

The Company is complying with all the applicable laws and provisions and there is no adverse action against the business operations of the Company.

FAMILIARIZATION PROGRAMME

The Company at its various meetings held during the Financial year 2014 -15 had familiarize the Independent Directors with regard to the roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the Business models of the Company etc. The Independent Directors have been provided with necessary documents, reports and internal policies to familiarize then with the Company's policies, procedures and practices.

Periodic presentations are made to the Board and Board Committee meeting on Business and performance updates of the Company, Business strategy and risks involved.

Quarterly updates on relevant statutory changes and judicial pronouncements and encompassing important amendments are briefed to the Directors.

STATUTORY AUDITORS

In accordance with the provisions of the Companies Act, 2013, the Board of Directors of Your company has proposed the ratification of appointment of M/s Ranjan Gupta & Co., Chartered Accountants(Firm Registration No. 17319N), as Statutory Auditors of the Company for the financial year 2015-16.

AUDITORS' REPORT

The Notes on Financial Statements referred to in the Auditors- Report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Sect ion 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the f financial year ended 31st March, 2015 made under the provisions of Sect ion 92 (3) of the Act in Form MGT -9 is annexed herewith as Annexure.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 314(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

There was no foreign exchange earning & outgo during the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company is not required to comply with the provisions related to Corporate Social Responsibility on the basis of its financial statement.

DIRECTORS & COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

During the year under review, Ms. Kirti has resigned from the post of Directorship & appointment of Mr. Rajesh Kumar Ramjas Jaiswar was made w.e.f. 31.05.2014.

Ms. Asha Rani resigned from the post of director w.e.f. 18/03/2015 and Mr. Suneel Kumar was appointed as an Additional Independent Director w.e.f.18/03/2015.

Mr. Bhagat Singh has been appointed as Company Secretary & Compliance Officer of the Company w.e.f. April 16, 2014 and resigned w.e.f. 28/02/2015.

b) Declaration by an Independent Director(s) and re- appointment, if any

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, and Listing Agreement.

c) Formal Annual Evaluation

Pursuant to the provisions of companies Act, 2013, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

a. BOARD MEETINGS

During the year Eighteen (18) Board Meetings were convened and held. The details of which are given below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

S. No. Date of meeting Total No. of Directors on the Date of No. of Directors Meeting attended

1 16/04/2014 4 4 2 28/04/2014 4 4

3 27/05/2014 4 4

4 31/05/2014 4 4

5 09/06/2014 4 4

6 21/06/2014 4 4

7 31/07/2014 4 4

8 23/08/2014 4 4

9 12/09/2014 4 4

10 11/11/2014 4 4

11 13/11/2014 4 4

12 19/11/2014 4 4

13 26/12/2014 4 4

14 16/01/2015 4 4

15 18/02/2015 4 4

16 28/02/2015 4 4

17 18/03/2015 4 4

18 30/03/2015 4 4

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

Name of Member Designation Category

Mrs. Asha Rani* Chairman Independent Director

Mrs. Neena Sood Member Independent Director

Mr. Rajesh Kumar Ramjas Jaiwar Member Non-Independent Non Executive Director

Mr. Suneel Kumar# Chairman Independent Director

# Appointed as an Additional Director of the Company w.e.f.18th March, 2015.

* Resigned as an Independent Director w.e.f.18th March, 2015.

COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE

Name of Member Designation Category

Mrs. Neena Sood Chairman Independent Director

Mrs. Asha Rani* Member Independent Director

Mr. Rajesh Kumar Ramjas Jaiwar Member Non-Independent Non Executive Director

Mr. Suneel Kumar# Member Independent Director * Appointed as an Additional Director of the Company w.e.f.18th March, 2015.

* Resigned as an Independent Director w.e.f.18th March, 2015.

NOMINATION & REMUNERATION COMMITTEE

The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.

The details of the Composition of the Nomination and Remuneration Committee are given below:

Name of Member Designation Category

Mrs. Neena Sood Chairman Independent Director

Mrs. Asha Rani* Member Independent Director

Mr. Rajesh Kumar Ramjas Jaiwar Member Non-Independent Non Executive Director

Mr. Suneel Kumar# Member Independent Director

* Appointed as an Additional Director of the Company w.e.f.18th March, 2015.

* Resigned as an Independent Director w.e.f.18th March, 2015.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for its Directors and employees. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy has been posted on the website of company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year, Company has not provided Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. The details of transactions with the Company and related parties are given for information under notes to Accounts.

SEXUAL HARASSMENT:

The Company has zero tolerance for Sexual Harassment at workplace and has adopted a Policy on prevention of Sexual Harassment in line with the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redresssal) Act, 2013 and the Rules made there under. There was no complaint on sexual harassment during the year under review.

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board has on the recommendation of the Nomination & Remuneration Committee framed a Policy for Selection and appointment of Directors, Senior management and their Remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Sanjay Kumar Jha ,Proprietor of S.K. Jha & Associates, Company Secretaries to undertake the Secretarial audit of the Company. The Secretarial Auditor Report provided By the Secretarial Auditor in Form No. MR-3 has been enclosed as Annexure.

With reference to the qualifications, we wish to explain that the Company is searching the best person for the post of Company Secretary and Chief Financial Officer.

CORPORATE GOVERNANCE CERTIFICATE

As per Clause 52 of SME Listing Agreement for Listed Companies on BSE Limited. A Certificate from Statutory Auditors of the Company on the compliance with Corporate Governance requirements by your Company is attached to the Report on Corporate Governance.

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

No significant and material orders have been passed by the regulators or courts or tribunals, impacting the going concern status and companies operations in future.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors- Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that -

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to 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 and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, 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 were adequate and operating effectively.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to thank Company's customers, shareholders, suppliers, bankers, Central and State Government for their consistent support to the Company. The Board also wishes to place on record their appreciation for the hard work, dedication and commitment of the employees at all levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to grow in the competitive environment .The Board looks forward to their continued support and understanding in the years to come.

For and on behalf of the Board

Channel Nine Entertainment Limited

Sd /- Sd/-

Gaj Raj Singh Rajesh Kumar Ramjas Jaiswar

Director Director

DIN: 02925387 DIN: 06845321

Date: 20.08. 2015

Place: New Delhi


Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting the report together with the Audited Balance Sheet as at 31st March, 2014 and Profit & Loss Account for the year ended on that date.

FINANCIAL HIGHLIGHTS

The summarized performance of the Company for the years 2013-14 and 2012-13 is given below:

(In Lacs) For Financial Year Ended Particulars 31st March, 2014 31st March, 2013

Total Income 285.09 314.80

Total Expenditure 268.37 298.27

Profit before Tax 16.71 16.52

Less: Tax Expense 11.4 4.85

Profit / (Loss) After Tax 5.26 11.7

OPERATIONS

During the year under review, your Company has recorded a total income of Rs. 285.09 lacs, against Rs. 314.80 lacs in the previous year. Net Profit before Taxation for the financial year ended March 31, 2014 increased to Rs. 16.71 Lacs from Rs. 16.52 Lacs. Consequently, the Profit after Tax decreased from Rs. 11.7 Lacs to 5.26 Rs. Lacs.

DIVIDEND

To conserve the resources of the company, your directors do not recommend any dividend during the year under review.

FIXED DEPOSITES

We have not accepted any fixed deposits and as such, no amount of principal or interest was outstanding as on the date of Balance Sheet.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Company''s Articles of Association, Ms. Asha Rani and Mr. Rajesh Kumar RamjasJaiswar were appointed as Additional Directors of the Company and signifying his intention for appointed as Directors of Company. Your Directors recommend their appointments for your approval.

During the year, Mr. Dinesh Jhindal and Mrs. Kirti resigned from the Directorship.

INDEPENDENT DIRECTOR

Pursuant to Section 149 of the Companies Act, 2013 (new act) read with the Rules made thereunder, the Independent Directors shall hold office for a period of upto 5 consecutive years and shall not be liable to retire by rotation. They may be appointed for a maximum of two consecutive terms of upto 5 years each. In terms of Presently, Ms. Asha Rani and Ms. Neena Sood are the Independent Directors of the Company. As per their existing terms of appointment, all of them are liable to retire by rotation. However, under the new act and the Listing Agreement, they may be appointed afresh with a fixed period of upto 5 years.

The Board considered the independence of each of the above mentioned Directors in terms of Section 149 and Schedule IV to the Companies Act, 2013 and the Listing Agreement and was of the view that the proposed directors fulfill the criteria of independence as mentioned in the above provisions and can be appointed in the above provisions and can be appointed as Independent Directors. All the proposed Directors possess requisite qualifications, appropriate skills, experience and knowledge in one or more fields of finance, law management, marketing, administration, technical operations and other disciplines related to Companys business, positive attributes, already being on the Board of the Company and benefits that the Company will derive with their appointment, the Board has recommended their appointment as Independent Directors of the Company to hold office for a term of five consecutive years commencing from the date of Annual General Meeting of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

1. That in the preparation of the annual accounts for the year ended March 31 2014, the applicable Accounting Standards read with the requirements set out under Schedule VI of the Companies Act, 1956 have been followed and there are no material departures from the same, if any;

2. That they have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at March 31, 2014 and of the Profit of the Company for the year ended on that date;

3. 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;

4. That they have prepared the Annual accounts of the Company on a ''going concern'' basis.

STATUTORY AUDITORS

M/s Ranjan Gupta & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company. They have offered themselves for re-appointment as Statutory Auditors and have provided a certificate that their appointment, if made, will be in conformity with the provisions of Section 224(1B) of the Companies Act, 1956. The Board of Directors and the Audit Committee recommend their appointment for the ensuing year.

SUBSIDIARIES

Since the Company has no subsidiaries as on 31st March, 2014, provision of section 212 of the Companies Act, 1956 is not applicable.

SHARE CAPITAL

During the year under review, the authorized share capital of the Company was increased from Rs.16 Crores divided into 1,60,00,000 equity shares of Rs. 10/- each to Rs. 25 Crores divided into 2,50,00,000 equity shares of Rs. 10/- each.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 52 of the Listing Agreement to be entered into with Bombay Stock Exchange Ltd., Management Discussion and Analysis Report is presented in the separate section and forms an integral part of the Directors Report.

CORPORATE GOVERNANCE

Your Company''s Equity Shares got listed on 12th March, 2013 on SME platform of BSE Ltd. (BSE). A Certificate from Statutory Auditors of the Company on the compliance with Corporate Governance requirements by your Company is attached to the Report on Corporate Governance.

PARTICULARS OF EMPLOYEES

No Employee of the Company draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. Therefore, the information relating to conservation of energy or technology absorption etc. is not given. There has been no foreign exchange earning and outgo during the year under Report.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

By Order of the Board For CHANNEL NINE ENTERTAINMENT LIMITED

Sd/- Sd/-

Rajesh Kumar Gaj Raj Singh Director Director Date: 23.08-2014 DIN: 06845321 DIN: 02925387

Place: New Delhi


Mar 31, 2013

Dear Members,

The Directors have great pleasure in presenting the Annual Report together with the Audited Balance Sheet as at 31st March, 2013 and Profit & Loss Account for the year ended on that date.

FINANCIAL HIGHLIGHTS

The summarized performance of the Company for the years 2012-13 and 2011-12 is given below:

For Financial Year Ended Particulars 31st March, 2013 31st March, 2012

Total Income 314.80 25.30

Total Expenditure 298.27 16.17

Profit before Tax 16.52 9.13

Less: Tax Expense 4.85 1.74

Profit / (Loss) After Tax 11.7 7.39

OPERATIONS

During the year under review, your Company has recorded a total income of Rs. 314.80 Lacs, against Rs. 25.30 Lacs in the previous year. Net Profit before Taxation for the financial year ended March 31, 2013 increased to Rs. 16.52 Lacs from Rs. 9.13 Lacs. Consequently, the Profit after Tax increased from Rs. 7.39 Lacs to Rs.11.7 Lacs.

DIVIDEND

To conserve the resources of the company, your directors do not recommend any dividend during the year under review.

LISTING ON SME PLATFORM OF THE BSE LIMITED

Yours Directors are pleased to inform you that your Company successfully listed its securities on the SME Platform of the BSE Limited on 12th March, 2013 and the Company has paid Listing Fees to the Exchange for the year 2013-14.

INITIAL PUBLIC OFFERING

During the year the Company came out with an initial public offering of 46, 68,000 Equity shares of the face value of Rs. 10/- each for cash at a price of Rs. 25/- per share (including a share premium of Rs. 15/- per Equity share) aggregating to Rs. 1167 Lacs. The public issue opened for subscription on 22nd February, 2013 and closed on 26th February, 2013. The basis of allotment was finalized in consultation with the Designated Stock Exchange – Bombay Stock Exchange Limited. The Company''s shares got listed on the SME platform of BSE Limited on 12th March, 2013.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Company''s Articles of Association, Mrs Neena Sood retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Your Directors recommend her re-appointment for your approval.

During the year, Mr. Manoj Kumar resigned from the Directorship.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

1. That in the preparation of the annual accounts for the year ended March 31 2013, the applicable Accounting Standards read with the requirements set out under Schedule VI of the Companies Act, 1956 have been followed and there are no material departures from the same, if any;

2. That they have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at March 31, 2013 and of the Profit of the Company for the year ended on that date;

3. 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;

4. That they have prepared the Annual accounts of the Company on a „going concern'' basis.

STATUTORY AUDITORS

M/s Ranjan Gupta & Co, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company. They have offered themselves for re-appointment as Statutory Auditors and have provided a certificate that their re-appointment, if made, will be in conformity with the provisions of Section 224(1B) of the Companies Act, 1956. The Board of Directors and the Audit Committee recommend their appointment for the ensuing year.

The specific notes forming part of the Accounts referred to in the Auditor''s Report are self-explanatory and give complete information.

Annual Report 2012-13 PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public during the year under review.

SUBSIDIARIES

Since the Company has no subsidiaries as on 31st March, 2013, provision of section 212 of the Companies Act, 1956 is not applicable.

SHARE CAPITAL

During the year under review, Paid up Capital of the Company has been increased from Rs 53 Lakhs to Rs 15.5 Crores.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 52 of the SME Listing Agreement to be entered into with Bombay Stock Exchange Ltd., Management Discussion and Analysis Report is presented in the separate section and forms an integral part of the Directors Report.

CORPORATE GOVERNANCE

Your Company was a listed company as on 12th March, 2013. Your Company''s Equity Shares got listed on 12th March, 2013 on SME platform of BSE Ltd. (BSE). Though strictly not necessary a detailed report on the Corporate Governance in compliance with Clause 52 of the SME Listing Agreement is presented as a part of the Annual Report. A Certificate from a Company Secretary in whole Time Practice on the compliance with Corporate Governance requirements by your Company is attached to the Report on Corporate Governance.

PARTICULARS OF EMPLOYEES

No Employee of the Company draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. Therefore, the information relating to conservation of energy or technology absorption etc. is not given. There has been no foreign exchange earning and outgo during the year under Report.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

By Order of the Board For CHANNEL NINE ENTERTAINMENT LIMITED

Sd/- Sd/- Kirti Gaj Raj Singh Director Director DIN: 06403097 DIN:02925387 Date: 27.08.2013 Place: New Delhi


Mar 31, 2012

TO THE SHAREHOLDERS:

The Directors have pleasure in presenting their Annual Report & Audited Statement of Accounts of the Company for the year ended on 31st March, 2012.

FINANCIAL RESULTS:

PARTICULARS Current Year Previous Year 2011-2012 2010-2011 (Rs.) (Rs.)

TOTAL INCOME 25,29,750 2,40,000

PROFIT/ LOSS BEFORE DEPRECIATION & TAX 9,12,838.82 (1,85,600.28)

NET PROFIT/LOSS 7,38,897.82 (4,19,333.28)

PERFORMANCE REVIEW:

During the year under review, the Company has made net Income of Rs. 25,29,750 in compai i nm to previous year''s of Rs 2,40,000 and mode a Profit of Rs. 7,38,897.82 against previous yum Y loss of Rs. 4,19,333.28. The Directors of t|ic Company are quite hopeful that the profitability & turnover shall improve.

DIVIDEND:

No Dividend is recommended lor the financial year 2011-2012.

SHARES:

The Company has issued 63,000 Equity shares during the financial year.

DIRECTOR''S RESPONSIBILITY STATEMENT:

In compliance to the provisions of section 217(2AA) of the Companies Act, 1956, your Director:; wish to place on record :-

a. that in preparing the Annual Accounts, all the applicable accounting standards have been followed.

b. that the accounting policies are adopted and consistently followed and the judgments anil estimates made are reasonable and prudent so as to give a true and fair view of the statp of affairs of the Company at the end of the Financial Year and of the profit and loss account of the Company for the Financial Year.

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safe guarding the assets of the Company and for preventing/detecting fraud and irregularities.

d. that the Directors have prepared the Annual Accounts on going concern basis.

DIRECTOR

To re-appoint Mr. Dinesh Kumar Jindal who retires by rotation at the Annual General Meetiny, mid being eligible offers himself for reappointment

AUDITORS:

The Auditors, Ranjan Gupta & Co.Chartcivil Accountants, retire at the forthcoming Annual Gen mi Meeting and being eligible offer themselves lor appointment till the conclusion of the next Annual Gen ml Meeting.

PERSONNEL:

In accordance with the requirement of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rule, 1965 & forming part of the Director Report for the year ended 31st March, 2012, no person was employed throughout the financial year for a remuneration oi'' Rs.60,00,000/-P.A.and no person was employed for part of the financial year for a remuneration of Rs.5,00,000/-P.M..

DEPOSITS:

The Company has not accepted any deposits under section 58A of the Companies Act, 1956 and Companies ( Acceptance of Deposits) Rule, 1975.

ENERGY. TECHNOLOGY & FOREIGN EXCHANGE:

Information in accordance with the provision of section 217(l)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of birectors) Rule, 1988 regarding conservation of energy, technology absorption & foreign exchange earning and outgo is as under:-

(a). Conservation of Energy : Company lays great emphasis on saving in the cost of energy consumption; therefore achieving the reduction in consumption of energy as well as finding alternate* * cheaper sources of energy is an on going exercise of tho company.

(b) Technology Absorption : '' N.A.

(c) Foreign Exchange Earning And Outgo: NIL

INDUSTRIAL RELATIONS:

Industrial Relations continued to remain cordial during the year. The Directors express their appreciation toward the workers and staff for their cooperation and hope for continued harmonious relations.

AUDITOR''S REPORT:

With reference to the Auditors remark, Directors would like to state that notes are self explanatory mid there is no need to give any further remarks.

APPRECIATION: .

Your Directors wish to place oil record their deep sense of appreciation of the devoted services rendered by the executives, staff, workers arid Bank etc.

By order of the Board:

Place: DELHI GAJ RAJ SINGH KIRTI

Dated: 01.09.2012 (Director) (Director)

 
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