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Directors Report of Inox Leisure Ltd.

Mar 31, 2015

To the Members of INOX LEISURE LIMITED

The Directors take pleasure in presenting to you their Sixteenth Annual Report for the Financial Year ended 31st March, 2015.

1. FINANCIAL RESULTS

(Rs. in Lakh)

Consolidated Standalone

Particulars 2014-15* 2014-15 2013-14

Income

Net Sales / Income from Operations 97,212.44 90,936.51 82,730.92

Other operating Income 4,468.85 4,432.08 4,151.99

Total Income from Operations 1,01,681.29 95,368.59 86,882.91

Less: Total Expenses 96,987.79 90,444.11 79,755.99

Profit from operations before other income and finance cost and 4693.50 4924.48 7,126.92 Exceptional items

Add: Other Income 826.51 1,104.55 894.78

Profit from operations after other income and before prime cost and 5,520.01 6,029.03 8,021.70 Exceptional items

Less: Finance Cost 3,861.00 3,842.99 2763.37

Profit from ordinary activities after finance cost but before exceptional 1,659.01 2,186.04 5258.33

Items

Add/(Less): Exceptional items (60.00) (50.52) (39.00)

Profit from ordinary activity before Taxation 1,599.01 2,135.52 5219.33

Add/(Less): Provision for Taxation

- For the year (506.39) (511.57) (1515.18)

- Earlier Years 911.19 852.51 (10.55)

Net Profit / (loss) for the year 2,003.81 2,476.46 3693.60

Profit brought forward form earlier year/s 13002.69 13002.00 9308.40

Less: Adjustment on account of carrying amount of fixed assets as at (512.56) (512.56) - 1st April 2014

Balance Carried forward to Balance Sheet 14,493.94 14,965.90 13002.00

* The Company did not have a subsidiary in the previous year and hence, corresponding figures for previous year are not provided.

During the year under review, 8 Multiplex Cinema Theatres with 24 screens were added and an agreement for 1 (One) Multiplex Cinema Theatre with 3 Screens was discontinued. As of 31st March, 2015, the Company along with Satyam Cineplexes Limited operates 96 Multiplex Cinema Theatres with 372 screens and 98782 seats.

Detailed analysis of the Financial Performance of the Company has been given in the Management Discussion and Analysis annexed to this Report.

2. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 27 on Financial Reporting of Interests in Joint Ventures, the Audited Consolidated Financial Statement for the Financial Year 2014-15 is provided in the Annual Report.

3. DIVIDEND

With a view to finance the Company's ongoing projects and considering future expansion plans, no Dividend has been recommended by the Board of Directors for the year ended 31st March, 2015.

4. DIRECTORS

Mr. Deepak Asher (DIN: 00035371) retires by rotation and being eligible, offer himself for re-appointment.

The Board of Directors had appointed Ms. Girija Balakrishnan (DIN: 06841071) as an Additional Independent Director of the Company for a period of five (5) consecutive years with effect from 3rd December, 2014 subject to approval of the Members at the ensuing Annual General Meeting.

The Company has received a Notice in writing from a Member proposing the candidature of Ms. Girija Balakrishnan for the offer of Director.

The Company has received declarations from Ms. Girija Balakrishnan that she meets the criteria of independence as prescribed under the applicable provisions of section 149 of the Act and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Necessary resolutions in respect of Directors seeking appointment / re-appointment and their brief resume pursuant to clause 49 of the Listing Agreement are provided in the Notice of the Annual General Meeting forming part of this Annual Report.

5. NOMINATION & REMUNERATION POLICY

The Board of Directors of the Company has, on recommendation of the Compensation, Nomination & Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Key Managerial Personnel and their remuneration. The contents of the policy are stated in the Corporate Governance Report.

6. INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

7. FAMILIARISATION PROGRAMME FOR INDPENDENT DIRECTORS

Details of Familiarisation Programmes for Independent Directors is given in the Corporate Governance Report.

8. BOARD EVALUATION

All Independent Directors, at their Meeting held on 16th January, 2015, had evaluated performance of Non-Independent Directors, Chairman of the Company and Board as a whole in accordance with evaluation mechanism for performance approved at the said meeting. Further, the Board of Directors have at its meeting held on 16th January, 2015 have evaluated performance of Independent Directors in accordance with the evaluation mechanism for performance approved at the said Meeting. These evaluations are done as per the requirements laid down in Section 149 of the Companies Act, 2013 read with Schedule IV to the said Act and Clause 49 of the Listing Agreement. The performance of Directors was evaluated based on the parameters such as Qualifications, Experience, Personal attributes like Honesty & Integrity, Independence, Professional Skills, Contribution to Board Meetings, etc. while the performance of the Board was evaluated based on the parameters such as Policies and Procedures followed, Qualification & Experience of Board Members, Composition of Board, Diversity on the Board, Board Meetings and Committee Meetings, Corporate Governance, etc. A structured questionnaire covering the above areas of competencies was given to each Director. Feedback received from the Directors reflected high satisfactory performance.

9. MEETINGS OF THE BOARD

During the year, the Board met eight times and details of Board Meetings held are given in the Corporate Governance Report. The intervening gap between the two Meetings was within the time limit prescribed under Section 173 of the Companies Act, 2013 read with Clause 49(D) of the Listing Agreement.

10. DIRECTOR'S RESPONSIBILITY STATEMENT AS PER SUB-SECTION (5) OF SECTION 134 OF THE COMPANIES ACT, 2013

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:

i. in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed and there are no material departures from the requirements of the Accounting Standards;

ii. 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 that period;

iii. 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;

iv. the Directors had prepared the Annual Accounts on a going concern basis;

v. the Directors had laid down Internal Financial Controls to be followed by the company and that such Internal Financial Controls were adequate and were operating effectively; and

vi. 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.

11. KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act, 2013, Mr. Alok Tandon was appointed as a Chief Executive Offer of the Company with effect from 1st April 2015. The Company has designated Mr. Alok Tandon, Chief Executive Officer, Mr. Upen Shah, Chief Finance Officer & Head – Legal and Mr. Miket Shashikant Bahuva, Company Secretary & General Manager – Legal as Key Managerial Personnel of the Company.

12. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Standalone Financial Statements of the Company.

13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the year under review with Related Parties are approved by the Audit Committee and/or Board and/or Shareholders, as per the provisions of Section 188 of the Companies Act, 2013 read with the Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement. During the year under review, the Company had not entered into any contract / arrangement / transaction with Related Parties which could be considered material in accordance with the Policy of the Company on materiality of Related Party Transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link https://www.inoxmovies.com/Corporate.aspx?Section=3.

All transactions entered with Related Parties for the year under review were on arm's length basis. Further, there are no material related party transactions during the year under review with any Related Party. Hence, disclosure in Form AOC-2 is not required.

14. DEPOSITS:

The Company has not accepted any deposits covered under chapter V of the Act.

15. SUBSIDIARY COMPANIES INCLUDING JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has following Subsidiaries / Joint Ventures / Associate Companies.

SATYAM CINEPLEXES LIMITED

During the year under review, the Company has acquired 100.00% Equity Shares of Satyam Cineplexes Limited (SCL) and it has become wholly-owned subsidiary of the Company with effect from 8th August, 2014. SCL is in the business of setting up, operating and managing a chain of multiplex cinema theatres.

SHOURI PROPERTIES PRIVATE LIMITED

During the year under review, the Company has invested in Shouri Properties Private Limited (SPPL) there by making it a subsidiary of the Company. The Company is holding 93.75% Equity Shares of SPPL. SPPL is engaged in the business of operating a multiplex cinema theatre.

SWANSTON MULTIPLEX CINEMAS PRIVATE LIMITED

Swanston Multiplex Cinemas Private Limited (SMCPL) is a Joint-venture of the Company with Reliance MediaWorks Limited (RML) where the Company and RML are holding 50.00% Equity Shares each of SMCPL.

The Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies in Form AOC-1 pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rule 5 of Companies (Accounts) Rules, 2014 is annexed to this Report at Annexure-A.

The Audited Financial Statement of the subsidiaries of the Company are placed on the website of the Company and a copy will be provided to the Shareholders on request as per the provisions of Section 136 of the Companies Act, 2013.

16. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal controls commensurate with its size and nature of its business. The Board has reviewed internal financial controls of the Company and the Audit Committee monitors the same in consultation with Internal Auditors of the Company.

17. INDEPENDENT AUDITORS' REPORT

There are no reservations, qualifications or adverse remarks in the Independent Auditor's Report. The notes forming part of the accounts are self-explanatory and do not call for any further clarifications under Section 134 (3) (f ) of the Companies Act, 2013. In respect of observation made in the Independent Auditors' Report at Point 12 of Annexure to Independent Auditors' Report, the Note 40 of the Notes to the Standalone Financial Statements for the year ended 31st March, 2015 is self-explanatory.

18. STATUTORY AUDITORS:

Members are requested to appoint Auditors from the conclusion of the 16th Annual General Meeting until the conclusion of 18th Annual General Meeting and to fix, or authorise the Board to fix, their remuneration. The Auditors, M/s. Patankar & Associates, retire and are eligible for re-appointment. They have confirmed that their appointment, if made, will be in accordance with Section 139 of the Companies Act, 2013 read with Rule 4 of The Companies (Audit and Auditors) Rules, 2014 and they satisfy criteria laid down in Section 141 of the Companies Act, 2013.

19. COST AUDITORS:

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to include Cost Accounting Records in its books of accounts in respect of generation of electricity by Wind Mills of the Company since the Wind Mills of the Company satisfy the criteria of Captive Generating Plant as defend in Rule 3 of The Electricity Rules, 2005. Accordingly, the Company is not required to appoint Cost Auditor for Financial Year 2014-15.

Particulars of Cost Audit Report Submitted by M/s. Y. S. Thakar & Co. in respect of Financial Year 2013-14 is as follows.

Financial Year 2013-14

Due Date of Filing Cost Audit Report: 27th September, 2014

Date of Filing Cost Audit Report: 26th September, 2014

20. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2013, the Company has appointed M/s. Samdani Shah and Associates, a firm of Practising Company Secretaries to conduct Secretarial Audit of the Company. The Secretarial Audit Report given by M/s. Samdani Shah and Associates in form no MR-3 is annexed to this report at Annexure-B.

There is no qualification in the Secretarial Report submitted by M/s. Samdani Shah and Associates to the Company.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate Section forming part of this Annual Report.

22 CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance is annexed with this report.

In compliance with the requirements of Clause 49(IX), a certificate from the Chief Executive Officer and Chief Finance Officer of the Company, who are responsible for the finance function, was placed before the Board.

All the Board Members and Senior Management Personnel of the Company had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Chief Executive Officer is enclosed as a part of the Corporate Governance Report.

23. EXTRACT OF ANNUAL RETURN

In terms of Section 92 (3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management & Administration) Rules, 2013, the extract of Annual Return as provided in Form No. MGT -9 is annexed to this report at Annexure-C.

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

Information in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, in the manner prescribed is annexed to this report at Annexure-D.

25. EMPLOYEE STOCK OPTION SCHEME:

During the year under review no options were granted to Employees of the Company. Pursuant to the options vested in them as per the ILL - Employee Stock Option Scheme - 2006 (Scheme), 16,579 Equity Shares of Rs. 10 each were allotted to the employees of the Company. The disclosures as required under the SEBI (Share Based Employee Benefit) Regulations, 2014 has been disclosed on the website of the Company and the same can be viewed at https://www.inoxmovies.com/Corporate.aspx?Section=3.

There are no changes in the Scheme and the Scheme is in compliance with the regulations.

26. PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) and 5 (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the name and other particulars of the employees drawing remuneration in excess of the limits set out in the said rule is annexed to this report at Annexure-E.

Disclosure pertaining to remuneration and other details as required under Section 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report.

In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members of the Company excluding information on employees' particulars 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 up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

27. CORPORATE SOCIAL RESPONSIBILITIES ACTIVITIES

During the year under review, the Company has constituted CSR Committee and adopted CSR Policy, details of which are available in the Corporate Governance Report. The report on CSR activities as per Companies (Corporate Social Responsibility) Rules, 2014 is annexed to this Report at Annexure-F.

28. INSURANCE

The Company's property and assets have been adequately insured.

29. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has formed Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

The following is the summary of sexual harassment complaints received and disposed of during the year 2014-15.

No. of Complaints Received Nil

No. of complaints disposed of Not Applicable

30. RISK MANAGEMENT:

The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures to review key elements of risks viz. Regulatory and Legal, Competition and Financial involved and measures taken to ensure that risk is controlled by means of a properly defend framework. In the Board's view, there are no material risks, which may threaten the existence of the Company. For further details, please refer to the Management Discussion and Analysis Report annexed to this report.

31. 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 are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

33. ACKNOWLEDGEMENT

Your Directors express their gratitude to all other external agencies for the assistance, co-operation and guidance received. Your Directors place on record their deep sense of appreciation for the dedicated services rendered by the employees of the Company.

By Order of the Board of Directors

Date: Mumbai Pavan Jain Vivek Jain

Place: 17th July, 2015 Director Director


Mar 31, 2014

To the Membe of

INOX LEISURE LIMITED

The Directo take pleasure in presenting to you the Fifteenth Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS:

Paticular (Rs In Lacs) For the For the 31.3.2014 31.32013

Income

Sales and other Income 87777.69 76891.02

Profit before Finance Cost, Depreciation and Tax 13051.60 9913.39

Less: Depreciation 5068.90 4307.50

Profit before Finance Cost and Tax 7982.70 5605.89

Less: Finance Cost 2763.37 2669.77

Profit before Tax (PBT) 5219.33 2936.12

Add/(Less): Provision for Taxation

- For the year (1515.18) (1275.72

- Earlier Yea (10.55) 184.23

Profit after Tax (PAT) 3693.60 1844.63

Add: Profit brought forward from previous year 9308.40 7907.07

Less: On account of Amalgamation - (443.30

Balance carried to Balance Sheet 13002.00 9308.40

NEW PROPERTIES:

During the year under review, 9 Multiplex Cinema Theatres with 40 screens and seating capacity of 9287 seats were added and an agreements for 2 (Two) Multiplex Cinema Theatres with 9 Screens were discontinued. As of 31st March, 2014 the Company operates 79 Multiplex Cinema Theatres with 310 screens and 83,809 seats.

2. DIRECTO'' RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956, your Directo would like to confirm that:

a. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

b. The Directo 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 affai of the Company at the end of the Financial Year.

c. The Directo 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.

d. The Directo have prepared the Annual Accounts on a going concern basis.

3. ISSUE OF EQUITY SHARES OF THE COMPANY TO THE SHAREHOLDE OF ETWHILE FAME INDIA LIMITED AND HEADSTRONG FILMS PRIVATE LIMITED PUUANT TO COMPOSITE SCHEME OF AMALGAMATION:

Puuant to the Composite Scheme of Amalgamation between Fame India Limited and its subsidiaries, viz., Fame Motion Pictures Limited, Big Pictures Hospitality Services Private Limited and Headstrong Films Private Limited (the Transferor Companies) with Inox Leisure Limited (the Transferee Company), the Company has allotted 3,45,62,206 Equity shares to the shareholde of Fame India Limited and Headstrong Films Private Limited.

On allotment of above 3,45,62,206 equity shares of the Company, Gujarat Fluorochemicals Limited ("GFL") ceased to be the holding company on 10th July, 2013. Subsequently, the Membe of the Company have passed a resolution at the Annual General Meeting held on 23rd August, 2013 amending the Articles of Association of the Company entitling GFL to appoint majority of directo on the Board of the Company if GFL holds not less than 40% of the paid-up equity capital of the Company. Accordingly, the Company has again become a subsidiary of GFL with effect from this date.

4. DIVIDEND:

With a view to finance the Company''s ongoing projects and considering future expansion plans, no dividend has been recommended by the Board of Directo for the year ended 31st March, 2014.

5. DIRECTO:

Mr. Pavan Jain (DIN: 00030098) and Mr. Vivek Jain (DIN: 00029968), Directo of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Puuant to the provisions of Section 161 of the Companies Act, 2013 (the Act) and Article 141 of the Articles of Association of the Company, Mr. Kishore Biyani (DIN: 00005740) was appointed as an Additional Director of the Company with effect from 16th October, 2013. He shall hold office upto the date of ensuing Annual General Meeting. The Company has received a Notice in writing from a Member proposing the candidature of Mr. Kishore Biyani for the office of Director.

Mr. Haigreve Khaitan (DIN: 00005290) and Mr. Amit Jatia (DIN: 00016871), Independent Directo of the Company are appointed as an Independent Directo of the Company for a period of five consecutive yea subject to approval of Membe at the ensuing Annual General Meeting. The Company has received a notice in writing from a Member proposing the candidature of Mr. Haigreve Khaitan & Mr. Amit Jatia.

The Company has received declarations from all the Independent Directo of the Company confirming that they meet the criteria of independence as prescribed under the applicable provisions of section 149 of the Act and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Necessary resolutions in respect of Directo seeking appointment / re-appointment and their brief resume puuant to clause 49 of the listing agreement are provided in the Notice of the Annual General Meeting forming part of this Annual Report.

Mr. Sanjeev Jain, Independent Director of the Company has resigned from the Company with effect from 8th May, 2014 citing his inability to continue as an Independent Director in view of him ceasing to be an Independent Director as per provisions of Section 149 (6) of the Act. Your Directo place on record their deep sense of appreciation for his exceptional role in advising and guiding the Company.

6. STATUTORY AUDITO'' REPORT:

There are no reservations, qualifications or advee remarks in the Auditor''s Report. The notes forming part of the accounts are self-explanatory and do not call for any further clarifications under Section 217 (3) of the Companies Act, 1956.

7. COST AUDITOR:

Ministry of Corporate Affai has, vide a Notification dated 30th June, 2014 issued the Companies (Cost Records and Audit) Rules, 2014. As per the provision of the Rules, the Company is not required to include cost records in the books of accounts in respect of generation of electricity by Wind Mills of the Company. These rules are yet to be published in the official gazette.

As an abundant caution, the Board of Directo of the Company has, in terms of Cost Audit Order no. 52/26/CAB/2010 dated 6th November, 2012 issued by Ministry of Corporate Affai (MCA), appointed M/s. Y. S. Thakar & Co. (Registration Number - 000318) as Cost Audito of the Company to conduct the Cost Audit for the Financial Year 2014 – 2015 as applicable to generation of electricity by Wind Mills of the Company.

Particula of Cost Audit Report Submitted by M/s. Y. S. Thakar & Co. in respect of Financial Year 2012-13 is as follows.

Financial Year : 2012-13

Due Date of Filing Cost Audit Report: 27th September 2013

Date of Filing Cost Audit Report : 26th September 2013

8. AUDITO:

Membe are requested to appoint Audito for the Current Year & to fix, or authorize the Board to fix their remuneration. M/s. Patankar & Associates (Firm Registration No. 107628W) Chartered Accountants, Statutory Audito of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. A certificate has been received from them that their appointment, if made, will be in compliance with the provisions of the Companies Act, 2013.

9. CORPORATE GOVERNANCE:

Puuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report and Audito'' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

In compliance with the requirements of Clause 49(V), a certificate from the Manager and Chief Finance Officer of the Company was placed before the Board.

All the Board Membe and Senior Management Peonnel of the Company had affirmed compliance with the Code of Conduct for Board and Senior Management Peonnel. A declaration to this effect duly signed by Mr. Alok Tandon, Chief Executive Officer of the Company is enclosed as a part of the Corporate Governance Report.

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

Puuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particula in the Report of Board of Directo) Rules, 1988, your Company has taken the following energy conservation measures:

- All the properties of etwhile Fame India Limited, Façade Signages, Cinema Leval Signages and Internal Signages have been converted to LED for energy conveion.

- Digital projecto have been installed at all the Multiplexes of the Company. This consumes approximately 20% less amount of energy as compared with conventional projection systems.

- Power factor is being maintained with the use of capacitor banks and auto power factor correction meter. These banks are used to neutralize the inductive current by providing capacitive current. As a result, the power factor improves and the Company gets rebate as may be applicable on energy bills from Electricity Distribution Companies. The overall current consumption from the equipment has also reduced which leads to increase life cycle of the equipments like Moto and Heate.

- All multiplexes have implemented Planned Preventive Maintenance (PPM) program where the schedule for all the engineering and projection equipments are chalked out in advance with the PPM chart. A benefit of the PPM program is to improve the efficiency of the machines and minimizing breakdowns. As a part of PPM program the air conditioning system was overhauled and chemical dosing was used to recover the loss of ageing plus wear and tear. As a result, the electrical current required for getting the desired result has reduced.

- All new fittings are with CFL or energy saving mechanisms, which use less electrical power as compared to incandescent lamps.

- The operation timing of HVAC (Heat Ventilation and Air Conditioning) system and temperature is controlled with the help of Building Management System software (BMS) at some of the units of the Company.

- Eco-friendly source of electricity generated by the wind mill for the multiplex at Vadodara and Bharuch is used partially.

- Eco-friendly source of electricity generated through Mini hydro power plant for the Multiplex at Vijayawada is used partially.

- Time are being used to optimize the operational hou of lighting including other load within the premises. We have started energy conservation meeting for all the units so as to create awareness about the energy conservation. The units like Vijayawada, Lucknow, Hyderabad, Thane, Malleshwaram (Bangalore), Rajarhat, Central Mall (Indore) have installed these Time for common area lightings and Signages. Digital Time are also installed for the AHU (Air Handling Units) which can precisely control the operation hou of AHU according to the schedule of the movies. Same process is being standardized for all upcoming multiplexes.

- The Company has successfully installed Variable Frequency Drive (VFD) for Audi AHU moto in Multiplexes situated at Kanpur, Bangalore - JP Nagar, Thane, Vizag beach road, Vizag CMR, Jaipur - Raja Park, Bangalore - Mantri Mall, Lucknow and Jaipur - Vaibhav, Vashi, Kalyan, Malad, Kandivali, Bangalore – Prestige, Kolkata – South City, Hiland Park and Panchkulla properties, which helps us to control the speed of Aircon motor as per the temperature and the occupancy. It helps to optimize energy consumption for Air conditioning system.

- Introduced movement sensor in toilets and back-office areas. This sensor functions upon the physical movement which helps to reduce electrical energy. This is being standardized for all upcoming multiplexes.

- Auto Voltage Regulator (AVR) is installed at Pune which is maintaining constant Voltage in the said unit irrespective of any voltage fluctuation from the electricity board. In effect the rate of failure of bulbs, tubes and other components has been reduced considerably.

Your Company continues to use the latest technology for giving high quality movie viewing experience to its valued guests.

The foreign exchange earnings and outgo is as follows:

(RS in Lacs) Current Year Previous Year

(a) Foreign exchange earnings Nil Nil

(b) Foreign exchange outgo

CIF value of Capital Goods imported 1519.46 7602.72

CIF Value of materials purchased 263.23 Nil

Travelling expenses 19.94 34.72

Total 1802.63 7637.44

11. PEONNEL:

We continue to have cordial and harmonious relationship with our employees.

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 and the rules framed there under, the names and other particula of employees are set out in the Annexure to the Directo'' Report. In terms of the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Directo'' Report is being sent to all the Membe of the Company excluding the aforesaid annexure. The annexure is available for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

12. APPROVAL OF CENTRAL GOVERNMENT FOR APPOINTMENT OF AND REMUNERATION PAYABLE TO, MR. ALOK TANDON FOR A PERIOD OF TWO YEA (FROM 1ST APRIL, 2013 TILL 31ST MARCH, 2015):

Central Government vide its letter dated 17th December, 2013 has approved appointment of, and payment of remuneration to, Mr. Alok Tandon as a Manager of the Company for a period of two yea i.e. from 1st April, 2013 to 31st March 2015.

13. EMPLOYEE STOCK OPTION SCHEME:

During the year under review 33,156 options were granted to Employees of the Company. Puuant to the options vested in them as per the Employee Stock Option Scheme, 21,577 Equity Shares of Rs. 10 each were allotted to the employees of the Company. The disclosures as required under the Guidelines issued by Securities Exchange Board of India on Employee Stock Option Scheme / Employee Stock Purchase Scheme are given in "Annexure – A".

14. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In compliance with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has formed a Committee to look into such cases.

During the period under review, no cases were filed with the Committee.

15. INSURANCE:

The Company''s property and assets have been adequately insured.

16. ACKNOWLEDGEMENT:

Your Directo place on record their deep sense of appreciation for the dedicated services rendered by the employees at all levels, enabling the Company to achieve satisfactory performance during the year under review.

Your Directo express their gratitude for the valuable co-operation and continued support extended by the Company''s banke, business associates and investo.

On behalf of the Board of Directors

Place: Mumbai Pavan Jain Vivek Jain Date: 28th July, 2014 Director Director


Mar 31, 2013

To the Members of Inox Leisure Limited,

The Directors take pleasure in presenting to you the Fourteenth Report on the business and operations of the Company together with the Audited Accounts for the year ended 31 March, 2013.

1. FINANCIAL RESULTS:

(Rs. In Lacs)

Particulars For the year ended For the year ended 31 March, 2013* 31 March, 2012

Income

Sales and other Income 76891.02 42477.62

Profit before Finance Cost, Depreciation and Tax 9913.39 5033.94

Less: Depreciation 4307.50 2015.76

Profit before Finance Cost and Tax 5605.89 3018.18

Less: Finance Cost 2669.77 1758.85

Profit before Tax (PBT) 2936.12 1259.33

Less: Provision for Taxation

- For the year 1275.72 385.56

- Earlier Years (184.23) (153.92)

Profit after Tax (PAT) 1844.63 1027.69

Add: Profit brought forward from previous year 7907.07 6879.38

Less: On account of Amalgamation (443.30) NIL

Balance carried to Balance Sheet 9308.40 7907.07

* Includes figures of Fame India Limited and its subsidiaries (see para 2 below).

NEW PROPERTIES:

During the year under review, 5 Multiplex Cinema Theatres with 27 screens and seating capacity of 6,743 were added taking the tally of Multiplex Cinema Theatres to 46 with 182 screens and 50,123 seats as of 31 March, 2013. Further, on merger of Fame India Limited with the Company (see para 2 below), 25 Multiplex Cinema Theatre with 91 screens and 25,391 seats were vested in the Company. Accordingly, the tally of Multiplex Cinema Theatres of your Company stands at 71 Multiplexes with 276 screens and 76,360 seats.

2. MERGER OF FAME INDIA LIMITED AND ITS SUBSIDIARIES WITH THE COMPANY:

The Composite Scheme of Amalgamation between Fame India Limited and its subsidiaries, viz., Fame Motion Pictures Limited, Big Pictures Hospitality Services Private Limited and Headstrong Films Private Limited (the Transferor Companies) with Inox Leisure Limited (the Transferee Company) have been sanctioned by the Hon''ble High Court of Gujarat vide its order dated 12 March 2013, read with order dated 20 March 2013 and Hon''ble High Court of Judicature at Bombay vide its order dated 10 May 2013 with an appointed date being 1 April 2012. Consequent upon filing of the Order of the Hon''ble High Courts with the Registrar of Companies, Ahmedabad and Mumbai, the merger has become effective from 25 May 2013 and the Transferor Companies now stands dissolved.

Key details of the said amalgamation are summarized as follows:

Appointed Date 1 April 2012

Effective Date 25 May 2013

Transferor Companies Fame India Limited (FAME)

Fame Motion Pictures Limited (FMPL)

Big Pictures Hospitality Services Private Limited (BPHSPL)

Headstrong Films Private Limited (HFPL)

Share Exchange Ratio 5 (Five) fully paid up equity shares ofRs. 10/- each of the Company for every 8 (Eight) fully paid equity shares of Rs. 10 each held by such shareholder in FAME; and 1(One) fully paid up equity share ofRs. 10/- each of the Company for every 74 (Seventy Four) fully paid equity shares of Rs. 10 each held by such shareholder in HFPL.

Equity Shares to be issued 3,45,62,206 Equity Shares of Rs. 10 of the Company will be issued to the shareholders of the

Transferor Companies.

Pending allotment of 3,45,62,206 Equity shares to the shareholders of the transferor companies, an amount of Rs. 3456.22 Lacs is shown in "Share Capital to be issued Account" in the Balance Sheet. The new equity shares will rank pari passu with the existing equity shares of the Company in all respects. The Board is delighted to welcome the new shareholders and look forward to their support to the Company in its'' endeavours to enhance shareholder value.

As per the Scheme, in respect of the equity shares of Fame India Limited held by the Company, 2,44,31,570 equity shares of the Company will be issued to the Inox Benefit Trust, set up pursuant to the Scheme, for the benefit of the Company.

3. DIVIDEND:

With a view to finance the Company''s ongoing projects and considering future expansion plans, no dividend has been recommended by the Board of Directors for the year ended 31 March, 2013.

4. TRANSFER OF FUNDS TO IEPF:

Provisions of Section 205C of the Companies Act, 1956 read with the Investors Education and Protection Fund (Awareness and Protection of Investors) Rules 2001, requires the Company to transfer all such amount, as specified under that Section, which remain unclaimed for a period of Seven Years from the date they became due for payment, to Investor Education and Protection Fund. In compliance with the same, your Company has transferred a sum of Rs. 37,55,450 to the Investors Education and Protection Fund, as the same had remained as Unclaimed Share Application Money for a period of Seven Years.

5. APPROVAL OF CENTRAL GOVERNMENT FOR APPOINTMENT OF AND REMUNERATION PAYABLE TO, MR. ALOK TANDON:

a. Central Government vide its letter dated 9 November 2012 has approved remuneration paid to Mr. Alok Tandon for FY 2010-11.

b. Central Government vide its letter dated 1 December 2012 has also approved appointment of, and payment of remuneration to, Mr. Alok Tandon as a Manager of the Company for a period of Eighteen Months from 1 October 2011 till 31 March 2013.

c. In respect of appointment of, and payment of remuneration to, Mr. Alok Tandon, Manager of the Company for a period of Two years from 1 April 2013 to 31 March, 2015, the Company is in the process of making an application to the Ministry of Corporate Affairs (MCA), Central Government.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956, your Directors would like to confirm that:

a. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

b. 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 at the end of the Financial Year.

c. 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.

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

7. DIRECTORS:

Mr. Siddharth Jain and Mr. Haigreve Khaitan, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

In accordance with Clause 49 of the Listing Agreement, a brief resume of Mr. Siddharth Jain and Mr. Haigreve Khaitan is provided in the Notice convening the Annual General Meeting. In addition to the resumes, information is also given on the nature of their expertise in specific functional areas including the names of the Companies in which they hold office of a Director and details of Membership / Chairmanship of Committee (only Audit Committee and Shareholders''/Investors'' Grievance Committee) held by them in other public companies.

8. STATUTORY AUDITORS'' REPORT:

There are no reservations, qualifications or adverse remarks in the Auditor''s Report. The notes forming part of the accounts are self explanatory and do not call for any further clarifications under Section 217(3) of the Companies Act, 1956.

9. COST AUDITOR:

In terms of Cost Audit Order no. 52/26/CAB/2010 dated 6 November, 2012 issued by Ministry of Corporate Affairs (MCA), the Company is required to get its Cost Accounting Records audited by a Cost Accountant, as applicable to generation of electricity by Wind Mills of the Company. Accordingly, the Board of Directors of the Company has appointed M/s. Y. S. Thakar & Co. (Registration Number - 000318) as Cost Auditors of the Company to conduct the Cost Audit for the Financial Year 2013 - 2014.

Particulars of Cost Audit Report Submitted by M/s. Y. S. Thakar & Co. in respect of Financial Year 2011-12 is as follows.

Financial Year : 2011-12

Due Date of Filing Cost Audit Report: 28 February 2013 (Vide MCA General Circular No. 2/2013 dated 31 January 2013)

Date of Filing Cost Audit Report: 31 January 2013

10. AUDITORS:

The Audit Committee of the Board of Directors of the Company has recommended the re-appointment of M/s Patankar & Associates (Firm Registration No. 107628W), who retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. A certificate has been received from them that their appointment, if made, will be in accordance with the limit specified in Section 224 (1B) of the Companies Act, 1956.

11. PERSONNEL:

We continue to have cordial and harmonious relationship with our employees.

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 and the rules framed there under, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. In terms of the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Directors'' Report is being sent to all the Members of the Company excluding the aforesaid annexure. The annexure is available for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

12. EMPLOYEE STOCK OPTION SCHEME:

During the year under review no options were granted to Employees of the Company. 5,000 Equity Shares of Rs. 10 each were allotted to the employees of the Company pursuant to the options vested in them as per the Employee Stock Option Scheme. The disclosures as required under the Guidelines issued by Securities Exchange Board of India on Employee Stock

Option Scheme / Employee Stock Purchase Scheme are given in Annexure - A".

13. CORPORATE GOVERNANCE:

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance and Auditors'' Report thereon are included as a part of the Annual Report.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTFLOW:

Your Company has taken the following energy conservation measures:

- Digital projectors have been installed at all the Multiplexes of the Company. This consumes 20% less amount of energy as compared with conventional projection systems.

- Power factor is being maintained with the use of capacitor banks and auto power factor correction meter. These banks are used to neutralize the inductive current by providing capacitive current. As a result, the power factor improves and the Company gets rebate as may be applicable on energy bills from Electricity Distribution Companies. The overall current consumption from the equipment has also reduced which leads to increase life cycle of the equipments like Motors and Heaters.

- All multiplexes have implemented Planned Preventive Maintenance (PPM) program where the schedule for all the engineering and projection equipments are chalked out in advance with the PPM chart. A benefit of the PPM program is to improve the efficiency of the machines and minimizing breakdowns. As a part of PPM program the air conditioning system was overhauled and chemical dosing was used to recover the loss of ageing plus wear and tear. As a result, the electrical current required for getting the desired result has reduced.

- All new fittings are with CFL or energy saving mechanisms, which use less electrical power as compared to incandescent lamps. Replaced 50 watt Halogen lamps with 3 watt/ 9 watt LED lamps in Pune, Magrath Road -Bangalore, Chennai, Crystal Palm - Jaipur, Nagpur and Nariman Point multiplexes.

- The operation timing of HVAC (Heat Ventilation and Air Conditioning) system and temperature is controlled with the help of Building Management System software (BMS) at some of the units of the Company.

- Eco-friendly source of electricity generated by the wind mill for the multiplex at Vadodara and Bharuch is used partially.

- Eco-friendly source of electricity generated through Mini hydro power plant for the Multiplex at Vijayawada is used partially.

- Timers are being used to optimize the operational hours of lighting including other load within the premises. We have started energy conservation meeting for all the units so as to create awareness about the energy conservation. The units like Vijayawada, Lucknow, Hyderabad, Thane, Malleshwaram (Bangalore), Rajarhat, Central Mall (Indore) have installed these Timers for common area lightings and Signages. Digital Timers are also installed for the AHU (Air Handling Units) which can precisely control the operation hours of AHU according to the schedule of the movies. Same process is being standardized for all upcoming multiplexes.

- The Company has successfully installed Variable Frequency Drive (VFD) for Audi AHU motors in Multiplexes situated at Kanpur, Bangalore - JP Nagar, Thane, Vizag - Beach Road, Vizag - CMR, Jaipur - Raja Park, Bangalore - Mantri Mall, Lucknow and Jaipur - Vaibhav, Vashi, Kalyan, Malad, Kandivali, Bangalore - Prestige, Kolkata - South City, Hiland Park and Panchkulla properties, which helps us to control the speed of Aircon motor as per the temperature and the occupancy. It helps to optimize energy consumption for Air conditioning system.

- Introduced movement sensor in toilets and back-office areas. This sensor functions upon the physical movement which helps to reduce electrical energy. This is being standardized for all upcoming multiplexes.

- Auto Voltage Regulator (AVR) is installed at Pune which is maintaining constant Voltage in the said unit irrespective of any voltage fluctuation from the electricity board. In effect the rate of failure of bulbs, tubes and other components has been reduced considerably.

- In Bangalore Prestige, Audi Numeric Signage has been converted from Neon to LED for energy Conservation.

Your Company continues to use the latest technology for giving high quality movie viewing experience to its valued guests.

15. SUBSIDIARY:

On Composite Scheme of Amalgamation of Fame India Limited, Fame Motion Pictures Limited, Big Pictures Hospitality Services Private Limited and Headstrong Films Private Limited (Transferor Companies) with Inox Leisure Limited becoming effective on 25 May 2013, all the Transferor Companies which were earlier subsidiaries of the Company ceased to be a subsidiary of the Company. Company doesn''t have any other subsidiaries.

16. ACKNOWLEDGEMENT:

Your Directors place on record their deep sense of appreciation for the dedicated services rendered by the employees at all levels, enabling the Company to achieve satisfactory performance during the year under review.

Your Directors express their gratitude for the valuable co-operation and continued support extended by the Company''s bankers, business associates and investors.

On behalf of the Board of Directors

Place : Noida Vivek Jain Deepak Asher

Date : 29 May 2013 Director Director


Mar 31, 2012

The Directors take pleasure in presenting to you the Thirteenth Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March, 2012.

1. FINANCIAL RESULTS:

(Rs In Lacs)

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

Income

Sales and other Income 42477.62 34236.76

Profit before Finance Cost, Depreciation and Tax 5033.94 4327.18

Less: Depreciation 2015.76 1883.06

Profit before Finance Cost and Tax 3018.18 2444.12

Less: Finance Cost 1758.85 1522.92

Profit before Tax (PBT) 1259.33 921.20

Less: Provision for Taxation

- For the year 385.56 218.38

- Earlier Years (153.92) 7.03

Profit after Tax (PAT) 1027.69 695.79

Add: Profit brought forward from previous year 6879.38 6183.59

Balance carried to Balance Sheet 7907.07 6879.38

During the year under review, the Company achieved Sales and other Income of Rs 42477.62 lacs, showing a growth of 24.07% compared to the previous year. The Profit before Finance Cost, Depreciation and Tax increased by 16.33% to Rs 5033.94 lacs. The profit before tax was higher by 36.71% to Rs 1259.33 Lacs. The profit after tax increased by 47.70 % to Rs 1027.69 Lacs compared to Rs 695.79 lacs in 2010-11.

As on 31st March, 2011, the Company had 38 Multiplex Cinema Theatres with 144 screens and seating capacity of 40,140 Seats. During the year ended 31st March, 2012, 3 Multiplex Cinema Theatres with 11 screens and seating capacity of 3,240 were added taking the tally of Multiplex Cinema Theatres to 41 with 155 screens and 43380 seats as of 31st March, 2012.

SERVICE TAX PROVISION:

Finance Act, 2010 defined renting of immovable property as a taxable service with retrospective effect from 1st June, 2007. The Company challenged the levy of service tax on renting of immovable property (Levy) before various High Courts, which had granted an interim stay in favour of the Company against the proposed Levy.

Based on the legal advice obtained by the Company, no provision for this Levy was made by the Company in earlier years. This Levy was upheld by various High Courts during the current year. The Company has filed a Special Leave Petition before the Hon'ble Supreme Court which is pending and is making payment as per directions of the Hon'ble Supreme Court.

Accordingly, the Company has provided for this Levy and an amount of Rs 525.07 lakhs is included in 'Service tax' for current year and an amount of Rs 973.29 lakhs is shown as an exceptional item in the Statement of Profit and Loss for the Period till 31st March, 2011. Please refer note no. 30 of the Notes to Accounts in this regard.

2. DIVIDEND:

With a view to conserve the resources for ongoing and future projects being implemented by the Company, your Directors do not recommend any Dividend for the financial year ended 31st March, 2012.

3. PAYMENT OF EXCESS REMUNERATION TO MR. ALOK TANDON IN RESPECT OF FINANCIAL YEAR 2010-11:

The Company had put forward an application to the Ministry of Corporate Affairs (MCA), Central Government for its approval for waiver of excess remuneration paid to Mr. Alok Tandon, Manager of the Company for financial year 2010- 2011. The aforesaid application was rejected by the Central Government. The Company has made a representation against the rejection and the same is currently pending. Please refer Note No. 39 of Notes to Accounts in this regard.

4. RE-APPOINTMENT OF MR. ALOK TANDON AS MANAGER:

The Compensation & Remuneration Committee and the Board of Directors of the Company at its respective meetings held on 24th May, 2012 have approved the re-appointment of Mr. Alok Tandon as a Manager, subject to the approval of the Members and the Central Government, for a period of Two Year from 1st April, 2013 to 31st March, 2015 at a remuneration not exceeding Rs 120 lacs per annum in accordance with the provisions of Schedule XIII of the Companies Act, 1956.

5. ACQUISITION OF ADDITIONAL SHARES OF FAME INDIA LIMITED:

During the current year, the Company had subscribed to and acquired 20,212,212 Equity shares of Fame India Limited (Fame), subsidiary of Company, pursuant to Rights issue of Fame. The Company had thereafter acquired another 13,11,937 Equity shares (including 652,200 shares acquired after 31st March, 2012) of Fame through open market operations. As a result of these acquisitions, the Company now holds 39,090,512 equity shares comprising of 70.72% stake in Fame.

6. DIRECTORS' RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956, your Directors would like to confirm that:

a. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

b. 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 at the end of the Financial Year.

c. 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.

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

7. DIRECTORS:

Mr. Deepak Asher and Mr. Sanjeev Jain, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

In accordance with stipulation under Clause 49 of the Listing Agreement, a brief resume of Mr. Deepak Asher and Mr. Sanjeev Jain is provided in the Notice convening the Annual General Meeting. In addition to the resumes, information is also given on the nature of their expertise in specific functional areas including the names of the Companies in which they hold office of a Director and details of Membership / Chairmanship of Committee (only Audit Committee and Shareholders'/Investors' Grievance Committee) held by them in other public companies.

8. STATUTORY AUDITORS' REPORT:

There are no reservations, qualifications or adverse remarks in the Auditor's Report. The notes forming part of the accounts are self explanatory and do not call for any further clarifications under Section 217(3) of the Companies Act, 1956.

9. COST AUDITOR:

In terms of Cost Audit Order no. 52/26/CAB/20I0 dated 2nd May, 2011 issued by Ministry of Corporate Affairs (MCA), the Company is required to get its Cost Accounting Records audited by a Cost Accountant, as applicable to generation of electricity by Wind Mills of the Company, w.e.f. 1st April, 2011. Accordingly, the Board of Directors of the Company has appointed M/s. Y S. Thakar & Associates as a Cost Auditor of the Company to conduct Cost Audit for the year 2012 - 2013.

10. AUDITORS:

The Audit Committee of the Board of Directors of the Company has recommended the re-appointment of M/s Patankar & Associates (Firm Registration No. 107628W), who retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. A certificate has been received from them that their appointment, if made, will be in accordance with the limit specified in Section 224 (1B) of the Companies Act, 1956.

11. PERSONNEL:

We continue to have cordial and harmonious relationship with our employees.

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 and the rules framed there under, the names and other particulars of employees are set out in the Annexure to the Directors' Report. In terms of the provisions of Section 219 (I) (b) (iv) of the Companies Act, 1956, the Directors' Report is being sent to all the Members of the Company excluding the aforesaid annexure. The annexure is available for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

12. EMPLOYEE STOCK OPTION SCHEME:

During the year under review no options were granted to Employees of Company. 15,580 Equity Shares of Rs10 each were allotted to the employees of the Company pursuant to the options vested in them as per the Employee Stock Option Scheme. The disclosures as required under the Guidelines issued by Securities Exchange Board of India on Employee Stock Option Scheme / Employee Stock Purchase Scheme are given in Annexure - A.

13. CORPORATE GOVERNANCE:

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance and Auditors' Report thereon are included as a part of the Annual Report.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTFLOW:

Your Company has taken the following energy conservation measures:

- Power factor is being maintained with the use of capacitor banks and Auto power factor correction meter. These banks are used to neutralize the inductive current by providing capacitive current. As a result, the power factor improves and the Company gets rebate as may be applicable on energy bills from Electricity Distribution Companies. The overall current consumption from the equipment have also reduced which leads to increase life cycle of the equipments like Motors and Heaters.

- Timers are being used to optimize the operational hours of lighting including other load within the premises. We have started energy conservation meeting for all the units so as to create awareness about the energy conservation. The units like Vijayawada, Lucknow, Hyderabad, Thane, Malleshwaram (Bangalore), Rajarhat, Central Mall (Indore) have installed these Timers for common area lightings and Signages. Digital Timers are also installed for the AHU (Air Handling Units) which can precisely control the operation hours of AHU according to the schedule of the movies. Same process is being standardized for all upcoming multiplexes.

- The Company has successfully installed Variable Frequency Drive (VFD) for Audi AHU motors in Multiplexes situated at Kanpur, Bangalore - JP Nagar, Thane, Vizag beach road, Vizag CMR, Jaipur - Raja park, Bangalore - Mantri Mall, Lucknow and Jaipur - Vaibhav, which helps us to control the speed of Aircon motor as per the temperature and the occupancy. It helps to optimize energy consumption for Air conditioning system.

- The operation timing of HVAC (Heat Ventilation and Air Conditioning) system and temperature is controlled with the help of Building Management System software (BMS) at some of the units of the Company.

- All multiplexes have implemented Planned Preventive Maintenance (PPM) program where the schedule for all the engineering and projection equipments are chalked out in advance with the PPM chart. A benefit of the PPM program is to improve the efficiency of the machines and minimizing breakdowns. As a part of PPM program the air conditioning system was overhauled and chemical dosing was used to recover the loss of ageing plus wear and tear. As a result, the electrical current required for getting the desired result has reduced.

- All new fittings are with CFL or energy saving mechanisms, which use less electrical power as compared to incandescent lamps. Replaced 50 watt Halogen lamps with 3 watt/ 9 watt LED lamps in Pune, Milan - Mumbai, Magrath Road -Bangalore, Chennai, Crystal Palm - Jaipur, Nagpur and Nariman Point multiplexes.

- Introduced movement sensor in toilets and back-office areas. This sensor functions upon the physical movement which helps to reduce electrical energy. This is being standardized for all upcoming multiplexes.

- Auto Voltage Regulator (AVR) is installed at Pune which is maintaining constant Voltage in the said unit irrespective of any voltage fluctuation from the electricity board. In effect the rate of failure of bulbs, tubes and other components has been reduced considerably.

- Emphasis is being given on CFL and LED lamps in existing and upcoming multiplexes.

- Digital projectors are installed at Bharuch, Vijayawada, Crystal Palm - Jaipur, Mumbai - Milan. This consumes 20% less amount of energy as compared with conventional projection system. Upcoming properties are equipped with 80% digital projection system.

- Pune and Chennai multiplexes are converted into 100% digitalized format which will result in saving of approx 20% of energy utilized earlier.

- LED based outdoor signage has been installed at multiplexes in Mumbai - Milan, Chennai, Vizag Beach road, Rajarhat (West Bengal) & Bangalore - Malleshwaram. LED facade signage has been added at Korum Mall- Thane, JP Nagar - Bangalore, Belgaum, Kanpur and Pune.

- Multiplexes at Mumbai - Nariman Point, Pune, Hyderabad and all upcoming multiplexes are equipped with Digital Projection Technologies to save electricity.

- Eco-friendly source of electricity generated by the wind mill for the multiplex at Vadodara and Bharuch is used partially

- Eco-friendly source of electricity generated through Mini hydro power plant for the Multiplex at Vijayawada is used partially.

Your Company continues to use the latest technology for giving high quality movie viewing experience to its valued guests..

The foreign exchange earning and outflow is as follows:

(Rs in Lacs)

Particulars Current Year Previous Year

(a) Foreign exchange earnings Nil Nil

(b) Foreign exchange outflow

CIF value of Capital Goods imported 39.02 -

Travelling 7.57 7.45

Advertisement Expenses 0.41 Nil

Total 47.00 7.45

15. SUBSIDIARY:

The Company's subsidiary Fame India Limited has three Subsidiaries viz. Fame Motion Pictures Limited (formerly known as Shringar Films Limited), Big Pictures Hospitality Services Private Limited and Headstrong Films Private Limited. Fame India Limited is mainly engaged in the film exhibition business whereas Fame Motion Pictures Limited is mainly engaged in distribution of films. Big Pictures Hospitality Services Private Limited was engaged in the business of operating food court and restaurants in India and Headstrong Films Private Limited was engaged in the business of film production and distribution in India. During the year, there are no business activities in these two Companies. However, the Management is re-assessing the business feasibilities and is exploring new initiatives / projects.

The Ministry of Corporate Affairs, New Delhi has issued a General Circular No: 2 /2011 dated 8th February, 2011 (said Circular) granting general exemption from complying with the provisions of Section 2I2 and the General Exemption is subject to certain conditions which inter alia requires the Board of Directors of the Company to give consent, by passing a Board Resolution, for not attaching the Balance Sheet of the subsidiary/ies concerned. Accordingly, your Directors have passed the necessary Board Resolution to avail the aforesaid general exemption. The Consolidated Financial Statements of holding company and all the subsidiaries, prepared in strict compliance with applicable accounting standards and Listing Agreement as prescribed by the Securities and Exchange Board of India (SEBI) and duly audited by Statutory Auditors of the Company have been presented in the Annual Report along with the prescribed Financial Information in respect of the subsidiary companies. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to the Members of the Company as well as Members of subsidiary companies who may be interested in obtaining the same at any point of time. The Annual Accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company as well as that of the respective subsidiary companies. Hard copy with details of accounts on subsidiaries shall be made available to the Members on request.

16. ACKNOWLEDGEMENT:

Your Directors place on record their deep sense of appreciation for the dedicated services rendered by the employees at all levels, enabling the Company to achieve satisfactory performance during the year under review.

Your Directors express their gratitude for the valuable co-operation and continued support extended by the Company's bankers, business associates and investors.

On behalf of the Board of Directors

place : Mumbai Pavan Jain Vivek Jain

Date : 24th May, 2012 Director Director


Mar 31, 2010

The Directors take pleasure in presenting to you the Eleventh Report on the business and operations of the Company together with the Audited Accounts for the year ended 31 st March, 2010.

I. FINANCIAL RESULTS: (Rs. In Lacs)

Particulars For the year ended For the year ended 31st March, 2010 31st March, 2009

Income Sales and other Income 25611.31 22788.03

Profit before Interest, Depreciation and Tax (PBIDT) 3883.861 4087.96

Less: Depreciation 1542.45 1650.25

Profit before Interest and Tax (PBIT) 2341.41 2437.71

Less: Interest 529.97 447.87

Profit before Tax (PBT) 1811.441 1989.84 Less: Provision for Taxation

For the year 363.69 599.24

Earlier Years (1158.01) (1043.48)

Profit after Tax (PAT) 2605.76 2434.08

Add: Profit brought forward from previous year 3577.83 1143.75

Balance carried to Balance Sheet 6183.59 3577.83

During the year under review, the Company achieved Sales and other Income of Rs. 25611.31 lacs, showing a growth of 12.39% compared to the previous year. The PBIDT decreased by 5.00% to Rs. 3883.86 lacs. The profit before tax was lower by 8.96 % to Rs. 1811.44 Lacs. The profit after tax increased by 7.05% to Rs. 2605.76 Lacs compared to Rs. 2434.08 Lacs in 2008-09.

As on 31 st March 2009, Company had 26 Multiplex Cinema Theatres with 91 screens and seating capacity of 26,835 Seats. During the year ended 31 st March 2010, 6 Multiplex Cinema Theatres with 28 screens and seating capacity of 6,821 was added taking the tally of Multiplex Cinema Theatres to 32 with 119 screens and 33,656 seats.

2. DIVIDEND:

With a view to conserve the resources for ongoing and future projects being implemented by the Company, your Directors do not recommend any Dividend for the financial year ended 31 st March 2010.

3. REAPPOINTMENT OF MANAGER:

It is proposed to re-appoint Mr. Alok Tandon - Chief Executive Officer, as a Manager of the Company pursuant to the provisions of Section 269 of the Companies Act 1956, for a further period of one year from 1st October 2010 to 30th September, 2011, subject to approval of the Shareholders at the ensuing Annual General Meeting.

4. INVESTMENT IN SHARES OF FAME INDIA LIMITED:

With a view to consolidate its position in die multiplex industry, the Company has, during the year, acquired 1,75,65,288 Equity Shares of Fame India Limited ("Fame*) consisting of 50.48% of the share capital of Fame. As required under Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997, the Company has filed Draft Letter of Offer with SEBI for acquiring further 82,31,759 Equity Shares of Fame by way of Open Offer to the Shareholders of Fame. Based on legal advice received by the Company, Fame shall become a subsidiary of the Company on completion of the Open Offer formalities.

5. DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956, your Directors would like to confirm that:

a. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

b. 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 at the end of the Financial Year.

c. 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.

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

6. DIRECTORS:

Mr. Siddharth Jain and Mr. Haigreve Khaitan, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Pursuant to the Provisions of Section 260 of the Companies Act, 1956 and Article 141 of the Articles of Association of the Company, Mr. Sanjeev Jain was appointed as an Additional Director of the Company with effect from 21 st May, 2010. He shall hold office upto the date of ensuing Annual General Meeting. The Company has received a Notice in writing from a member proposing the candidature of Mr. Sanjeev Jain for the office of Director liable to retire by rotation.

In accordance with stipulation under Clause 49 of the Listing Agreement, brief resume of Mr. Siddharth Jain, Mr. Haigreve Khaitan and Mr. Sanjeev Jain together with nature of their expertise in specific functional areas and names of the Companies in which they hold office of a Director are given in the Notice convening the Annual General Meeting.

7. AUDITORS REPORT:

There are no reservations, qualifications or adverse remarks in the Auditors Report. The notes forming part of the accounts are self explanatory and do not call for any further clarifications under Section 217(3) of the Companies Act, 1956.

8. AUDITORS:

The Audit Committee of the Board of Directors of the Company has recommended the re-appointment of M/s Patankar & Associates, who retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. A certificate has been received from them that their appointment, if made, will be in accordance with the limit specified in Section 224 (IB) of the Companies Act, 1956.

9. PERSONNEL:

We continue to have cordial and harmonious relationship with our employees.

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 and the rules framed there under, the names and other particulars of employees are set out in the Annexure to the Directors Report. In terms of the provisions of Section 219 (I) (b) (iv) of the Companies Act, 1956, the Directors Report is being sent to all the shareholders of the Company excluding the aforesaid annexure. The annexure is available for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

10. EMPLOYEE STOCK OPTION SCHEME:

During the year under review 33,332 options were granted to Employees of Company. 27,770 Equity Shares of Rs. 10 each were allotted to the employees of the Company pursuant to the options vested in them as per the Employee Stock Option Scheme. The disclosures as required under the Guidelines issued by Securities Exchange Board of India on Employee Stock Option Scheme / Employee Stock Purchase Scheme are given in Annexure - A"

11. CORPORATE GOVERNANCE:

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance and Auditors Report thereon are included as a part of the Annual Report.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTFLOW:

Your Company has taken the following energy conservation measures:

- Power factor is being maintained with the use of capacitor banks and Auto power factor correction meters. These banks are used to neutralize the inductive current by providing capacitive current. As a result, power factor improves and the Company gets rebate as may be applicable on energy bills from Electricity Distribution Companies. The overall current consumption from the equipment also reduces which leads to increase life cycle of the equipments like motors and heaters.

- Timers are being used to optimize the operational hours of lighting and other load within the premises. We have started energy conservation meeting for all the units so as to create awareness about the energy conservation. The units like Vijayawada, Lucknow, Hyderabad, Thane, Malleshwaram (Bangalore), Rajarhat, Central Mall (Indore) have provided Timers for common area lightings and Signage. Digital Timers are also used for the AHU which can precisely control the operation hours of AHU according to the schedule of Movies.

- Successfully installed Variable Frequency Drive (VFD) for Auditorium AHU motors at Nagpur Tuli Mall, Burdwan, Faridabad, Baroda, Jayanagar, Jaipur Vaibhav, Jaipur Space & Bangalore Magrath Road Multiplex which helps us to control the speed of airconditioning motor as per the temperature and the occupancy. It helps to optimize energy consumption for Air conditioning system.

- The operation timing of HVAC system and temperature is controlled with the help of Building Management System software (BMS) at some of the units of the Company.

- All operational units have implemented Planned Preventive Maintenance (PPM) program where the schedule for all the engineering and projection equipments are chalked out in advance with the PPM chart. A benefit of the PPM program is to improve the efficiency of the machines and minimizing breakdowns. As a part of PPM program in some units the air conditioning system was overhauled and chemical dosing was used to recover the loss of ageing and reduced capacity. As a result, the electrical current required for getting the desired result has reduced.

- All the new fittings are with CFL or energy saver lamps, which use less electrical power as compared to incandescent lamps. Replaced 50 watt Halogen lamps with 3 watt/ 9watt LED lamps in Milan, Bangalore I, Chennai, Jaipur Crystal Palm, Nagpur and Nariman Point properties.

- Introduced movement sensor in toilets and back office areas. This sensor functions upon the physical movement which helps to reduce electrical energy.

- Auto Voltage Regulator (AVR) is installed at Pune which is maintaining constant Voltage in the said unit irrespective of any voltage fluctuation from electricity board. In effect the rate of failure of bulb, tube lights and other components has been reduced considerable.

- Emphasizing on CFL and LED lamps in existing units and upcoming projects.

- Installed digital projectors at Bharuch, Vijayawada, Jaipur Crystal Palm, Milan. This consumes 20% less amount of energy compared with conventional projection system.

- Nariman Point property converted into 100% digitalized format which will save energy cost.

- LED based outdoor signage has been installed at Multiplex Cinema Theatre situated at Santacruz (Mumbai), Chennai, Vizag Beach Road, Rajarhat (Kolkata) & Malleshwaram (Bangalore).

- Electric MD reduced from 900KVA to 750 KVA at Baroda, from 500KVA to 250KVA at Raipur from 250KVA to 200 KVA at Bharuch.

- Multiplex Cinema Theatre situated at Nariman Point, Pune, Hyderabad and upcoming properties are equipped with Digital Projection Technologies which has resulted into electricity saving.

Your Company continues to use the latest technology for giving high quality viewing experience to the patrons.

The foreign exchange earning and outflow is as follows:

(Rs. in Lacs)

Current Year Previous Year

(a) Foreign exchange earnings Nil Nil

(b) Foreign exchange outflow

CIF value of Capital Goods imported 250.42 60.10

Travelling 10.81 Nil

Total 261.23 60.10

13. SUBSIDIARY:

The Company does not have any Subsidiary. As mentioned in paragraph 4 above, based on the legal advice received by the Company, Fame India Limited shall become a subsidiary of the Company on completion of the Open Offer formalities.

14. ACKNOWLEDGEMENT:

Your Directors place on record their deep sense of appreciation for the dedicated services rendered by the employees at all levels, enabling the Company to achieve a satisfactory performance during the year under review.

Your Directors express their gratitude for the valuable co-operation and continued support extended by the Companys bankers, business associates and investors.

On behalf of the Board of Directors

Place: Mumbai Pavan Jain Vivek Jain

Date: 21 st May 2010 Director Director

 
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