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Directors Report of IDream Film Infrastructure Company Ltd.

Mar 31, 2014

Dear Members,

The Directors of IDream Film Infrastructure Company Limited (formerly known as Softbpo Global Services Limited) present the Thirty Third Annual Report on the operations of the Company, together with the Audited Accounts for the year ended 31st March, 2014.

Financial Results:

The Financial Results of the Company for the year ended 31st March 2014 are as under: (Amount in Rupees)

Particulars For the Year ended For the Year ended 31st March 2014 31st March 2013

Total Income - -

Profit / (Loss) before Tax (25,787,795) (2,804,766)

Provision for Tax - -

Profit / (Loss) after Tax (25,787,795) (2,804,766)

Add.:Balance brought forward (6,337,825) (3,533,059)

Balance carried to Balance Sheet (32,125,620) (6,337,825)

Year and Period Under Review:

During the year under review, the Company did not undertake any business operations. The Company has incurred a Net loss of Rs. 25,787,795/- due to administrative and other expenses.

Dividend:

In view of the losses incurred, your Directors regret their inability to recommend any dividend for the financial year under review.

Directors:

In accordance with the provisions of Companies Act, 2013, and Articles of Association of the Company, Mr. Vidhyut Jain, Director of the Company, shall retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Board of Directors recommends his re-appointment.

It is proposed to appoint Mr.Vinod Kumar Jain and Ms. Amola Patel as Independent Directors under the provisions of revised clause 49 of Listing Agreement and they also meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013. It is proposed to appoint them, in the ensuing Annual General Meeting, as Independent Director in terms of Section 150(2) of the Companies Act, 2013 for a term of five consecutive years as stated in Section 149(10) of the Companies Act, 2013 and respective resolutions for the appointment of independent director to this effect are incorporated in the Notice of the ensuing Annual General Meeting. Pursuant to the provisions of Section 160 of the Companies Act, 2013, the Company has received a Notice in writing from one of the members of the Company, signifying his intention to propose the candidatures of the said two Directors for the offices of Independent Directors of the Company, respectively. In terms of Section 149 (13) of the Companies Act, 2013, the provisions of Section 152(6) and (7) of the said Act in respect of retirement of director by rotation shall not be applicable to appointment of Independent Directors.

Directors'' Resnonsibilitv Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that

1. The applicable accounting standards have been followed in the preparation of the annual accounts and there are no material departure;

2. Such accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and the loss of the Company for the year ended on that date;

3. Proper and sufficient care have 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; and

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

Compliance Certificate:

Pursuant to the proviso to Section 383A (1) of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules 2001, Secretarial Compliance Certificate obtained from M/s. Rathi & Associates, Company Secretaries in Whole Time Practice, is attached and forms part of the Report.

Fixed Deposits:

During the year under review, the Company has neither accepted nor renewed any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

Subsidiary Company:

A statement under 212(8) of the Companies Act, 1956 in respect of AHA Parks Limited, a Subsidiary Company is attached as an Annexure to this Report and forms a part of the Report.

Auditors:

M/s. Kanu Doshi Associates, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a certificate of their eligibility for re-appointment under third proviso of sub section (l)of Section 139 of the Companies Act, 2013 and have indicated their willingness to continue in the said office.

Auditors'' Comments:

Members'' attention is invited to the observations made by the Auditors in the point ''Emphasis of Matter'' of their Report for the year ended 31st March, 2014, in this regard your Directors state as under:

* As per the observation made by the Auditors in their report, your Company has incurred losses in the current as well as previous years. The Company''s accumulated losses exceed its net worth at the balance sheet date resulting in negative net worth. However the Company''s accounts are maintained on a going concern basis in view of the undertaking from its Holding Company for continuous financial support. The Company''s ability to continue as a going concern.

Other observations, if any, made by the Auditors in their Report read with relevant notes as given in the Notes on Accounts annexed to the Accounts, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Conservation of Energy. Research & Development. Technology absorption, Foreign exchange Earnings and Outgo:

(A) Conservation of Energy and Technology Absorption

Considering the Company''s business activities, the Directors have nothing to state in connection with Conservation of Energy and Technology Absorption.

(B) Foreign Exchange Earnings And Outgo

The Company has neither earned nor expended any amount in foreign exchange during the year under review.

Particulars as per section 217(2A) of Companies Act, 1956

The Company has no employees. Hence, provisions of the Companies (Particulars of Employees) Rules, 1975, as amended from time to time are not applicable to the Company.

Acknowledgments:

The Directors place on record its deep appreciation for the dedicated services of the executives and staff of the Company and also to Shareholders, Bankers, Statutory Authorities, its patrons and all organizations connected with the Company for their continuous support.

For and on behalf of the Board

Samir Patil Vidhyut Jain Director Director (DIN: 01905667) (DIN: 00480231) Place: Mumbai Date: 2nd September, 2014

Registered Office: Flat No B-4501 & B-4601, Lodha Bellissimo, Lodha Pavilion, Apollo Mill Compound, Mahalaxmi,Mumbai 400 011 Tel.: 022 6740 0900 Fax: 022 2438 1374 Email: mca@ahaholdings.co.in Website: www.idreamfilminfra.com


Mar 31, 2012

The Directors of IDream Film Infrastructure Company Limited present the Thirty First Annual Report on the operations of the Company, together with the Audited Accounts for the year ended 31st March, 2012.

Financial Results:

The Financial Results of the Company for the year ended 31st March 2012 are as under:

(Amount in Rupees)

Particulars For the Year ended For the Year ended 31.03.2012 31.03.2011

Total Income - -

Profit / (Loss) before Tax (664,984) (399,912)

Provision for Tax - -

Profit / (Loss) after Tax (664,984) (399,912)

Add.:Balance brought forward (2,868,075) (2,468,163)

Balance carried to Balance Sheet (3,533,059) (2,868,075)

Year Under Review:

During the year under review, the Company did not undertake any business operations. The Company has incurred a Net loss of Rs. 664,984/- due to administrative and other expenses.

Dividend

In view of the losses incurred, your Directors regret their inability to declare any dividend.

Status of Rights Issue

The Company's application under SEBI (Issue of Capital and Disclosure Requirements), 2009 for proposed Issue for 37,50,000 (Thirty Seven Lacs Fifty Thousand) Equity Shares on Right Basis has been under consideration of Securities and Exchange Board of India for a considerable time and approval is awaited.

Directors

During the period under review, Mr. Pramod Krishna, Director resigned from the Board of Directors of the Company on IS"1 February, 2012. The Board places on record its deep appreciation for services rendered by Mr. Pramod Krishna during his tenure on the Board.

Mr. Samir Patil was appointed as a Director in casual vacancy caused due to resignation of Mr. Ashish Bhatnagar to hold office upto which the Original Director would have held office. Accordingly, Mr. Samir Patil shall vacate his office as a Director of the Company at the ensuing Annual General Meeting. The Company has received notice proposing appointment of Mr. Samir Patil as a Director of the Company and accordingly, the resolution for his appointment is incorporated in the Notice of the ensuing Annual General Meeting. The Board recommends his appointment as a Director of the Company.

In accordance with the provisions of Companies Act, 1956 and Articles of Association of the Company, Mr. Atul Doshi, Director of the Company, shall retire by rotation at the ensuing Annual General Meting and being eligible offer himself for re-appointment. The Board of Directors recommends his re-appointment.

Directors' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

1. The applicable standards have been followed in the preparation of the annual accounts and there are no material departure;

2. The Board of Directors of the Company have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company as at 31st March, 2012 and the loss of the Company for the year ended on that date;

3. The Directors 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

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

Compliance Certificate

Pursuant to the proviso to Section 383A (1) of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules 2001, Secretarial Compliance Certificate obtained from M/s. Rathi & Associates, Company Secretaries in Whole Time Practice, is attached and forms part of the Report.

Fixed Deposits

During the year under review, the Company has neither accepted nor renewed any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

Subsidiary Company

A statement under 212(8) of the Companies Act, 1956 in respect of AHA Parks Limited, a Subsidiary Company is attached as an Annexure to this Report and forms a part of the Report.

Auditors

M/s. Kanu Doshi Associates, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a certificate of their eligibility for re-appointment under Section 224(1B) of the Companies Act, 1956 and have indicated their willingness to continue in the said office.

Auditors' Comments

Members' attention is invited to the observations made by the Auditors in Clauses (vi) and (vii) of their Report for the year ended 31st March, 2012, in this regard your Directors state as under:

With respect to the observation made by the Auditors in Clause (vi) of their Report for non-provision for dimunition in the value of investments, it may be noted that the investments made are pertaining to the wholly owned subsidiary which is long term in nature. The Company is exploring all possible alternatives to increase the net worth of its wholly owned subsidiary.

With respect to the observation made by the Auditors in Clause (vii) of their report for the negative net worth, your Directors state that the Company is in process of raising additional funds through issue of shares on right basis. The proceeds of the said issue would be utilized by the Company for its proposed project which is expected to generate revenue to the Company. Hence, it is expected that that there would be improvement in the financial position and net worth of the Company in the coming years.

Other observations, if any, made by the Auditors in their Report read with relevant notes as given in the Notes on Accounts annexed to the Accounts, are self explanatory and therefore do not call for any further comments under Section 217(3)of the Companies Act, 1956.

Conservation of Energy, Research & Development, Technology absorption, Foreign exchange Earnings and Outgo:

(A) Conservation of Energy and Technology Absorption

Considering the Company's business activities, the Directors have nothing to state in connection with Conservation of Energy and Technology Absorption.

(B) Foreign Exchange Earnings And Outgo

The Company has neither earned nor expended any amount in foreign exchange during the year under review.

Group:

The details of persons constituting "Group" (within the meaning as defined under the Monopolies and Restrictive Trade Practices Act, 1969) are disclosed herewith:

Sr. No. Particulars

1. Companies

AHA Holdings Private Limited

Palm Springs Estate Private Limited

2. Individuals

Shripal S. Morakhia

Kalpana S. Morakhia

Ami A. Jhaveri

3. Trust

Shripal Family Trust

Particulars as per section 217(2A) of Companies Act, 1956

None of the employees of the Company were in receipt of remuneration equals to or in excess of limit specified under Section217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

Acknowledgments

The Directors place on record its deep appreciation for the dedicated services of the executives and staff of the Company and also to Shareholders, Bankers, Statutory Authorities, its patrons and all organizations connected with the Company for their continuous support.

For and on behalf of the Board

Atul Doshi Vidhyut Jain

Director Director

Place: Mumbai

Date: 9th August, 2012


Mar 31, 2010

The Directors of IDream Film Infrastructure Company Limited take pleasure in presenting the Annual Report on the operations of the company,together with the audited accounts for the year ended March 31,2010.

Financial Results (Amount in Rupees)

Particulars Year ended Previous Year ended

31.03.2010 31.03.2009

Total Income 10 -

Profit/(Loss) before Tax (5,15,120) (4,65,916)

Provision for Tax - -

Less: Prior period expenses - -

Profit/(Loss) after Tax (5,15,120) (4,65,916)

Add.: Balance brought forward (19,53,043) (14,87,127)

Balance carried to Balance Sheet (24,68,163) (19,53,043)



Year and Period Under Review:

During theperiodunderreview,theCompanydid not undertake any business operations.The Company has registered a Net loss of Rs.5,15,120/-due to administrative and other expenses.

Barring unforeseen circumstances, your Directors are optimistic of reporting better results in the currentyear.

Dividend

In view of the losses incurred, your Directors regret their inability to declare any dividend.

Change of Name of the Company

With a view to reflect the holding-subsidiary relationship and also the actual nature of business in which the company is engaged, has been changed the name of the Company from "Softbpo Global Services Limited" to "IDream Film Infrastructure Company Limited". The Company has received the fresh certificate consequent to change of name of the Company dated 17th December 2009 from the Registrar of Companies, Maharashtra.

Status of Rights Issue

Fresh consent of the members was sought at the Extra-Ordinary General Meeting held 3rd November, 2009 for issue of further shares on Rights Issue Basis. Your Company had also appointed Merchant Bankers in this regard. However considering the turmoil witnessed in capital market, the Company had not filed Draft letter of Offer with the office of Securities and Exchange Board of lndia

Directors

In accordance with the provisions of Companies Act, 1956 and Articles of Association of the Company, Mr. Atul Doshi, Director of the Company, shall retire by rotation at the ensuing Annual General Meeting and being eligible offer himself forre- appointment. The Board of Directors recommends his re- appointment.

Responsibility Statement:

Pursuantto Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

- The applicable standards have been followed in the preparation of the annual accounts and there are no material departure;

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2010 and the loss of the company for the year ended on that date.

- The Directors 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

- The Directors have prepared the Annual Accounts of the Company on a going concern basis.

Compliance Certificate

Pursuant to the proviso to Section 383A (1) of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules 2001, Secretarial Compliance Certificate from M/s. Rathi & Associates, Company Secretaries in Whole Time Practice, is attached to the Report.

Fixed Deposits

During theyearunderreview,thecompanyhasneither accepted nor renewed any fixed deposits within the meaning of Section 58AoftheCompaniesAct,1956andrulesmade thereunder.

Subsidiary Company

Statement pursuantto Section212 of the Companies Act, 1956 together with the audited financial statements for the year ended March 31, 2010 and the Reports of the Directors and Auditors thereon of Companys Subsidiary viz. AHA Parks Limited (Formerly: Valuable Advisors Limited) is attached herewith and forms a part of this report.

Auditors

M/s. Kanu Doshi Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a certificate of their eligibility for re-appointment under Section 224(1B) of the Companies Act,1956andhaveindicated their willingness to continue in the said office.

Auditors Comments

With respect to the observation made by the Auditors in their Report for non-provision for diminution in the value of investments, it may be noted that the investments made are pertaining to wholly owned subsidiary which is under the management of the Company. The Company is exploring all possible alternatives to increase the Networth of the wholly owned subsidiary.

Other Observations,ifany,madebytheAuditors in their Report read with relevant notes as given in the Notes on Accounts annexed to the Accounts, are self explanatory and therefore do not call for any further comments under Section 217 (3) of the CompaniesAct,1956.

Conservation of Energy, Research & Development, Technology absorption, Foreign exchange Earnings and Outgo:

(A) Conservation of Energy and Technology Absorption

Considering the nature of Companys business activities and since no business operations were carried on during the fiscal year 2009-10 the Directors have nothing to state in connection with Conservation of Energy and Technology Absorption.

(B) Foreign Exchange Earnings And Outgo

The Company has not earned or used any foreign exchange during the year under review.

Group

"As required under Regulation 3(l)(e)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, persons constituting "Group" (within the meaning as defined in the Monopolies and Restrictive Trade Policies Act, 1969)forthepurposeofavailing exemption from the applicability of the provisions of Regulations 10 to 12 of the aforesaid SEBI Regulations are given as under:

Sr.No. Particulars

1. Companies

IDream Holdings Private Limited

Amar Chitra Katha Private Limited

Palm Springs Estate Private Limited

2. Individuals

Shripal S.Morakhia

Kalpana S. Morakhia

Ami A Javeri

3 Trust

Shripal Family Trust

Particulars as per section 217(2A) of Companies Act, 1956

Statement containing particulars of employees as required underSection217(2A)oftheCompaniesAct,1956,isnotgiven as none of the employees of the Company is covered under the provisions of the said section.

Acknowledgments

The Directors place on record its deep appreciation to Companys Bankers, Statutory Authorities, its patrons and all organizations connected with the Company. Shareholders appreciation of the managements efforts at the General Meetings of the Company and otherwise, is a great fillip to strive for better performance year after year

For and on behalf of the Board

Ashish Bhatnagar

Director

Aral Doshi

Director

Place: Mumbai

Date: July 31, 2010

 
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