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Directors Report of Filmcity Media Ltd.

Mar 31, 2014

Dear members,

The Directors are pleased to present their 20th Annual Report together with the Balance Sheet and the Profit and Loss Accounts for the financial year ended 31st March, 2014 and the Auditors Report thereon.

BUSINESS PERFORMANCE:

(Rs. In Lacs)

Year Ended Year Ended Particulars 31-03-2014 31-03-2013

Total Revenue 72.10 5.16

Less: Total Expenses 78.82 16.66

Profit before Tax (6.72) (11.50)

Exceptional Itemd - -

Deferred tax liability / (Assets) - -

Less : Income Tax / Provision - -

Profit/ (Loss) after Tax (6.72) (11.50)

Brought Forward loss from previous year (11.50) (2475.90)

Surplus / (Defict) carried to Balance Sheet (18.22) (2487.40)

OPERATIONS:

During the year under review your Company has earned a gross income of Rs. 72.10 Lacs for the Financial Year 2013-14 as compared to Rs. 5.16 Lacs in the previous year.

DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and therefore do not recommend any dividend for the year ended 31st March, 2014.

DIRECTORS:

Mr. Pankaj Dave is liable to retire by rotation, being eligible, offers himself for re-appointment and the Company has received nomination of Mr. Dave for appointment as Directors in terms of Section149 of the Companies Act, 2013.

Details of the proposals of appointment or re-appointment as applicable are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 in the Notice to the 20th Annual General Meeting. Necessary resolutions are being placed before the shareholders for approval.

Accordingly, the Board recommends appointment of the aforementioned Directors for the approval by the shareholders of the Company.

AUDITORS & AUDITORS REPORT:

M/s. Sudhir M Desai & Co., the Auditors retire at the ensuing Annual General Meeting but being eligible offer themselves for reappointed. The Company has received the letter from Auditors to the effect that their appointment if made it would be within the prescribed limits under Section 139 of the Companies Act, 2013. Your Directors recommend reappointment of M/s. Sudhir M Desai & Co. as the Auditors of the Company

LISTING OF SHARES:

Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. The Annual Listing Fees to the Stock Exchange has been duly paid by the Company.

PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration in excess of the limit prescribed under the Companies (Particulars of the employees) Rules 1975.

CORPORATE GOVERNANCE:

Report on Corporate Governance along with the Certificate of the Auditors, M/s. Sudhir M Desai & Co., confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Since, the Company do not have any manufacturing unit, all provisions of Section 217(1)(e) of the Companies Act, 2013, with regard to conservation of energy and technology absorption are not applicable to the Company at this stage.

The Company has not incurred any expenditure or earned any incomes in foreign currency during the period under review.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 217 (2AA) of the Companies Act, 1956, your Directors state that;

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

2) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimate were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2013 and the profit of the Company for the year ended on that date;

3) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

4) The Annual Accounts of the Company have been prepared on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors take the opportunity to express their grateful appreciation for the excellent assistance and cooperation received from their Bankers, Customers etc. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

By Order of the Board of Directors For FILMCITY MEDIA LIMITED Sd/- Place: Mumbai Pankaj Dave Date: 29.05.2014 Director


Mar 31, 2013

To, THE MEMBERS OF FILMCITY MEDIA LIMITED.

FINANCIAL RESULTS

The financial highlights of the Company, for the year ended are summarized below.

(Rs. in Lac) For the year ended 31st March, 2013 31st March, 2012

Total Revenue 22.22

Less: Total Expenses 16.66 1,332.01

Profit/ (loss) before tax (11.50) (1,309.79)

Exceptional items (8.34)

Oeferred Tax Uability/(Assets)

Less: Income Tax/ Provision

Profit/(loss) after Tax (11.50) (1,318.12)

Brought forward loss from previous year (2,475.90) (1,157.78)

Surplus/(deficit) carried to Balance sheet (2,487.40) (2,475.90)

OPERATIONS

During the year under review your company has earned a gross income of Rs. 5.16 Lacs for the financial year 2012-13, as compared to Rs. 22.22 Lacs in the previous year.

PUBLIC DEPOSITS

Your Company has not accepted any Deposits within the meaning of Section 58A of Companies Act, 1956 and Rules made there under.

DIRECTORS

In accordance with the requirements of the Companies Act 1956, Shri Pankaj Kumar Dave will retire by rotation and, being

Giigiuic Oi icfcu iiiffiScit lOr re-appOintmcnt.

The Board at its meeting on 11.03.2013 appointed Mr. Mahesh Kumar Jani as Additional Directors of the Company, will hold the office upto the date of forthcoming Annual General Meeting and is eligible for appointment as Director in the Annual General Meeting.

The Board at its meeting on 04.01.2013 appointed Mr. Pankaj Dave and Mr. Raj Kumar Modi as Additional Oirectors of the Company, will hold the office upto the date of forthcoming Annual General Meeting and is eligible for appointment as Director in the Annual General Meeting.

During the year Mr. Shatrugna Singh, Ms. Ruchika Gupta, Mr. Hemant Verma and Saurabh Sanganeria has resign from the post of Director of the company.

AUDITORS

Pursuant to the provisions of Section 225 of the Companies Act 19S6 M/s Sudhir M Desai & Co., Chartered Accountants be and are hereby appointed auditors of the company in place of retiring auditors Ashok Jain & Co. to hold office from the conclusion of the AGM until the conclusion of the next AGM.

The company has received the letter from auditor to the effect that their appointment would be within the limits prescribed under section 224 (IB) of the Companies Act, 1956.

LISTING OF SHARES

The company''s shares are listed with The Bombay Stock Exchange. Your Company has paid the respective Annual Listing fees up to date and there are no arrears.

PARTICULARS OF EMPLOYEES

None of the employees are paid remuneration exceeding the limit laid down under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, your directors hereby confirm:

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

(ii) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to given a true and fair view of the state of affairs of the Company at the end of the financial year 31.3.2013 and of the Profit or Loss of the Company for that period;

(iii) That to the best of their knowledge and information, 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; and

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

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

Information as per section 217(l)(e) read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are not applicable to the Company.

There are no transaction involving any foreign exchange earning & outgo.

CORPORATE GOVERNANCE AND MANAGEMENT DiSCUSSiGN AND ANALYSIS REPORTS

As required by the clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange, a detailed Report on the Corporate Governance, along with the certificate of Auditor on its Compliance, is attached in this Annual Report elsewhere.

The Company is in full compliance with the requirements and disclosures that have to be made in this regard.

The Management Discussion and Analysis Report are also appearing in this Annual Report elsewhere and both the aforesaid Reports are incorporated as reference herein.

The Board of Directors of the Company adopted a Code of Conduct and posted the same on Web site. The Directors and Senior Management Personnel have affirmed their compliance with the said code.

AUDIT COMMITTEE

The Audit Committee has- been constituted by the Company pursuance to section 292(A) of the Companies Act, 1956 and under Clause 49 of the Listing Agreement.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from the Banks, Government Authorities, Suppliers, Customers and all the local authorities. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the employee of the company.

On the behalf of the Board of Directors

For Filmcity Media limited

Sd/- Sd/-

Pankaj Dave Mahesh Jam

Director Director

Place :Mumbai

Date -.29.08.2013


Mar 31, 2012

The Directors are pleased to present the Eighteenth Annual Report of the Company together with the Au- dited Accounts for the financial year ended 31st March. 2012.

FINANCIAL RESULTS

The financial highlights of the Company, for the year ended is summarised below.



(Rs. in Lac)

Particulars For the year ended 31st March, 2012 31st March, 2011

Sales and other Income 22.22 76.09

Operating Profit/ (Loss) (1291.43) (37.48)

Depreciation & other write offs 1.53 11.85

Profit/ (loss) before tax (1309.79) (49.33)

Deferred Tax Liability'/(Assets) -- (62.12)

Income Tax/ FBT Paid -- 0.03

Profit/ (loss) After Tax (1318.12) 12.77

Brought forward loss from previous year (1157.77) (1170.55)

SurplusZ(deficit) carried to Balance sheet (2475.90) (1157.78)



OPERATIONS

During the year under review there was no business activities as expected, and on the contrary the Company has losses of Rs. 11.66,11.393/- (including pre-operative expenses Rs. 8.33.568/-) as of 31st March. 2011 and fur- ther losses of Rs. 13.07,35.547/- arising due to obsolescence of software stock material total losses amounting to Rs. 24.73,46.940/-. The company expresses its high gratitude for the support given by members for passing special resolution u/s 100 of the Companies Act. 1956 for reduction of share capital from Rs. 27.79,17,909/- to Rs. 3.05,70.969/- in the Extra Ordinary General Meeting held on 27th March. 2012. The company is pleased to state that Company has received the sanction from the Hon. High Court of Bombay on 27th July. 2012 , and the same has been registered by the Registrar of Companies. Mumbai. Maharashtra on 27th August. 2012. The Company is in process of giving effect by following the procedure of listing as well as corporate action with the Depositories. It is proposed to infuse new funds and to commence the business operations thereafter.

PUBLIC DEPOSITS

Your Company has not accepted any Deposits within the meaning of Section 58A of Companies Act. 1956 and Rules made there under.

FINANCE

During the Year your Company had no borrowings.

DIRECTORS

In accordance with the requirements of the Companies Act 1956. Ms. Ruchika Gupta will retire by rotation and, being eligible offered herself for re-appointment, which is proposed in the Notice of the ensuring Annual General Meeting.

AUDITORS

Mr. Ashok K. Jain.. Chartered Accountant, the Auditor of the Company, will retire at the conclusion of the ensuing Annual General Meeting and, being eligible: offer themselves for re-appointment to hold the office till the conclusion of the next Annual General Meeting.

The company has received the letter from auditor to the effect that their appointment would be within the limits prescribed under section 224 (1B) of the Companies Act. 1956.

The Auditors have confirmed that they have subjected themselves to the peer review process of the institute of Chartered Accountants of India (1CAI) and holdsavalid certificate issued by the Peer Review Board of the ICAI. PARTICULARS OF EMPLOYEES None of the employees are paid remuneration exceeding the limit laid dow n under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules. 1975.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956. with respect to Directors" Responsibility Statement, your directors hereby confirm:

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

(ii) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Com- pany at the end of the financial year 31.3.2012 and of the Profit or Loss of the Company for that period:

(iii) That to the best of their know ledge and information, they have taken proper and sufficient care for the main- tenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

Information as per section 217( I )(e) read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules. 1988 are not applicable to the Company.

There are no transaction involving any foreign exchange earning & outgo.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

As required by the clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange, a detailed Report on the Corporate Governance, along with the certificate of Auditor on its compliance, is at- tached in this Annual Report elsewhere.

The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Management Discussion and Analysis Report are also appearing in this Annual Report elsewhere and both the aforesaid Reports are incorporated as reference herein.

The Board of Directors of the Company adopted a Code of Conduct and posted the same on Web site. The Directors and Senior Management Personnel have affirmed their compliance with the said code.

AUDIT COMMITTEE

The Audit Committee has been constituted by the Company pursuance to section 292A of the Companies Act, 1956 and under Clause 49 of the Listing Agreement.

ACKNOWLEDGEMENT

Your Directors take this opportunity' to express their grateful appreciation for the excellent assistance and co-op- eration received from the Banks, Government Authorities. Suppliers, Customers and all the local authorities. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the employee of the company.



FOR AND ON BEHALF OF BOARD

Sd/-

Place: - Mumbai (Shatrughana Singh)

Dated: - 27th August, 2012. Chairman

 
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