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Directors Report of KSS Ltd.

Mar 31, 2016

DIRECTORS’ REPORT Dear Shareholders,

The Directors have pleasure in presenting the 21st Annual Report together with the Audited Statement of Accounts of KSS Limited for the year ended March 31, 2016

1. SUMMARISED FINANCIAL HIGHLIGHTS (Rs. in Lacs)

Particulars

Standalone

Consolidated

2015-16

2014-15

2015-16

2014-15

Revenue from operations & other operating income

97.88

90.80

4477.07

6545.66

Profit/ (Loss) Before taxation & Exceptional Items

(335.46)

(64.00)

(88.70)

558.50

Add: Exceptional Items

-

(201.51)

0

(201.51)

Profit/ (Loss) before Tax

(335.46)

(265.51)

(88.70)

356.99

Less: Tax expenses

(64.93)

(84.37)

(70.38)

(165.32)

Profit/ (Loss) after Taxation

(270.53)

(181.14)

(18.32)

522.30

Balance brought forward from the previous year

(4281.88)

(4090.79)

27203.99

26,765.04

Balance carried forward to next year

(4552.41)

(4281.88)

27185.67

27203.99

2. Highlights of the Performance of Company and its Subsidiaries:

On standalone basis total revenue of the Company stood at Rs. 156.64 during the period under review as compared to the total revenue of Rs. 134.48 Lacs in the previous financial year. The post tax loss for the financial year 2015-16 and 2014-15 is Rs.270.53 and Rs.181.14 Lacs respectively.

The Company has six (6) Subsidiaries as on date, the financial highlights of the said subsidiaries are as follows:

a) K Sera Sera Digital Cinema Limited - The total revenue of the Company stood at Rs. 1702.75 Lacs during the period under review as compared to the total revenue of Rs. 1294.18 Lacs in the previous financial year. The post tax profit for the financial year 2015-16 and 2014-15 is Rs.48.96 and Rs. 62.80 Lacs respectively.

b) K Sera Sera Miniplex Limited- The total revenue of the Company stood at Rs. 865.65 during the period under review as compared to the total revenue of Rs. 649.91 Lacs in the previous financial year. The post tax profit / (loss) for the financial year 2015-16 and 2014-15 is Rs. 7.85 and Rs. (86.19) Lacs respectively.

c) K Sera Sera Box Office Private Limited- The total revenue of the Company stood is NIL during the period under review as compared to the total revenue of Rs. 10.00 Lacs in the previous financial year. The post tax loss for the financial year 2015-16 and 2014-15 is Rs. 4.18 and Rs. 0.27 Lacs respectively.

d) K Sera Sera Productions FZE- The total revenue of the Company stood at Rs. 1903.78 Lacs during the period under review as compared to the total revenue of Rs. 4573.14 Lacs in the previous financial year. The post tax profit for the financial year 2015-16 and 2014-15 is Rs. 140.14 Lacs and Rs. 734.85 Lacs respectively.

During the period under review, the Company had acquired Birla Gold and Precious Metals Limited and Birla Jewels Limited w.e.f March 14, 2016 and March 16, 2016 and for the purpose of consolidation of financials of the said companies, effective date has been taken w.e.f March 31,2016 and therefore recently acquire subsidiaries are not considered into Consolidated Financial Results during the year ended March 31, 2016

Considering the performance of the above mentioned subsidiaries during the financial year ended 31st March 2016, the total revenue on a consolidated basis was Rs. 4535.97 Lacs as compared to the total revenue of Rs. 6545.66 Lacs in the previous financial year. The Company has incurred post tax loss of Rs. (18.32) Lacs in the financial year 2015-16 as compared to the post tax profit of Rs. 522.30 Lacs in the previous financial year.

3. Transfer to reserves;

No amount is being transferred to the reserves during the Financial Year 2015-16

4. Dividend:

The Board of Directors did not recommended any dividend for the year ended March 31, 2016

5. Management Discussion And Analysis Report

The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under Regulation 34 (3) read with Schedule

V of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, is provided as a separate section forming part of the Annual Report.

6. Consolidated Financial Statements

The audited consolidated financial statement of the Company prepared in accordance with applicable Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 is provided in the Annual Report.

7. Subsidiaries:

The Company has following subsidiaries:

K Sera Sera Digital Cinema Limited - India K Sera Sera Box Office Private Limited - India K Sera Sera Miniplex Limited - India K Sera Sera Productions FZE - UAE Birla Gold and Precious Metals Limited - India

Birla Jewels Limited (formerly known as K Bazaar Online Trading Private Limited) - India

The Company has following step down subsidiaries:

K Kampus Education Private Limited-India

KSS Speed Technology Private Limited (formerly known as K Sera Sera Consultancy Private Limited) - India

K Sera Sera Holdings Pty Limited - Australia

During the period under review, the Company had acquired 100% stake in Birla Gold and Precious Metals Limited and Birla Jewels Limited as on March 14, 2016 and March 16, 2016 respectively and therefore the said acquired companies shall be treated as subsidiary of KSS Limited.

The Company’s Policy for determining material subsidiaries is available on the Company’s website at www.kserasera.com under Investor Relations>Code of conduct> Policy on Determination of Material Subsidiary(ies).

The financial statements of all the subsidiary companies as on March 31, 2016, forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013 and the same are prepared in accordance with applicable accounting standards. The financial statements, both standalone and consolidated, are prepared in accordance with applicable accounting standards and as per Schedule III of the Companies Act, 2013 and applicable rules thereto.

In addition to the consolidated financial statements, a detailed financial statement containing the salient features of the financial statement of each of the subsidiary companies as included in the consolidation of financial statements as on March 31, 2016 is annexed herewith as Annexure -I (AOC 1) and forms part of this Report.

8. Directors Responsibility Statement :

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the statement of profit and loss and cash flow of the Company for the same period;

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

d) the annual accounts have been prepared on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively

9. Corporate Social Responsibility

The provisions of the Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the Company yet.

10. Insurance:

The Company’s property, equipments and stocks are adequately insured against major risks after taking into account all the relevant factors.

11. Internal Control Systems and their Adequacy

The Company has in place adequate internal controls commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditors submits report to the Chairman of the Audit Committee of the Board. Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries.

Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

12. Directors and Key Managerial Personnel

During the period under review the designation of Ms. Kunti Rattanshi (DIN: 07144769) and Mr. Harsh Upadhyay (DIN: 07263779) was changed from Non Executive Independent Director to Non Executive Non Independent Director and Executive Director, respectively. Pursuant to the provisions of Section 152 of the Companies Act, 2013 and applicable rules thereto, Ms. Kunti Rattanshi (DIN:07144769), Non -Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. Your Directors recommend her re-appointment for your approval.

The Board of Directors of the Company at their meeting held on November 30, 2015 and May 30, 2016 appointed Mr. Lalit Joshi (DIN: 07352528) and Mr. Aditya Purohit (DIN: 07199738) respectively, as an Additional Director (Independent) with immediate effect, who shall hold his office till the next Annual General meeting. Based on the application received from Mr. Lalit Joshi and Mr. Aditya Purohit proposing their candidature as Independent Director, the proposed resolution for their appointment as an Independent Director forms part of the Notice convening Annual General Meeting. Your Directors recommend their appointment for your approval.

In compliance with Section 149, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification Confirmation of Appointment of Directors) Rules, 2014 and Clause 49 of the Listing Agreement, the shareholders of the Company at their meeting held on September 30, 2014 had approved the appointments of. Rakesh Roopram Sharma(DIN: 06384452) as an Independent Directors of the Company for a first term of five years and to hold the office till September 30, 2019.

During the period under review Mr. Hussain Shattaf (DIN: 02321306), Non Executive Independent Director of the Company, tendered his resignation w.e.f. August 30, 2015 and Ms. Vineeta Dwivedi has resigned from the position of Chief Executive Officer of the Company w.e.f July 10, 2016. The Board placed on record its deep appreciation and thanked them for their significant contributions and valuable guidance during his association with the Company. Further the Board has appointed Mr. Shamrao Daulat Ingulkar as Chief Financial Officer and Mr. Rahul Kanani as a Chief Executive Officer w.e.f May 30, 2016 and August 12, 2016, respectively.

Declaration by Independent Director(s)

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 Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 read with Rule 8 (4) of the Companies (Accounts) Rules, 2014 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an annual performance evaluation of the directors individually as well as the evaluation of the working of its Committees including the Chairman of the Board.

The board’s performance for the current year was assessed on the basis of participation of directors, quality of information provided/available, quality of discussion and contribution etc. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering the aforesaid aspects of the Board’s functioning. The overall performance of the Board and Committee’s of the Board was found satisfactory.

The overall performance of Chairman, Executive Directors and the Non-executive Directors of the Company is satisfactory. The review of performance was based on the criteria of performance, knowledge, analysis, quality of decision making etc.

Familiarization programme for Independent Directors

The Familiarization Programme is formulated with the aim to make the Independent Directors of KSS Limited aware about their role, responsibilities and liabilities in the Company and to learn about the nature of the industry in which the company operates, business model of the Company, etc. The policy on Company’s familiarization programme for Independent Director has been uploaded on the website of the Company at www.kserasera.com under Investor Relations> Code of Conduct> Familiarization Programme for Independent Directors

Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

13. Auditors & Auditors’ Report

Statutory Auditor

M/s. Agrawal Jain & Gupta (Firm Registration No: 013538C), Chartered Accountants, were appointed as a Statutory Auditor of your Company for a term of four (4) years from the conclusion of the twentieth (20th) Annual General Meeting till the conclusion of the Twenty fourth (24th) Annual General Meeting, subject to ratification at every subsequent Annual general Meeting and are eligible for re-appointment.

They have confirmed their eligibility and willingness to be re-appointed. A resolution seeking ratification of their appointment is provided in the notice. _/

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

The Secretarial Audit Report is annexed herewith marked as Annexure II (Form MR-3) to this Report. The Secretarial Audit Report does not contain any qualification, reservations or adverse remark.

14. Disclosures

Audit Committee

The Audit Committee as on March 31, 2016 comprises of the members namely, Mr. Rakesh Roopram Sharma (Chairman, Non Executive Independent Director), Ms. Kunti Rattanshi (Non Executive Non Independent Director) and Mr. Lalit Joshi (Non Executive Independent Director). The Audit Committee played an important role during the year. It coordinated with the Statutory Auditors, Internal Auditors and other key personnel of the Company and has rendered guidance in the areas of internal audit and control, finance and accounts. All the recommendations made by the Audit Committee were accepted by the Board.

5 meetings of the Audit Committee were held during the year.

Stakeholders’ Relationship Committee

The Stakeholders’ Relationship Committee as on March 31, 2016 comprises of the members namely, Ms. Kunti Rattanshi (Chairman, Non Executive Non Independent Director)Mr. Rakesh Roopram Sharma (Non Executive Independent Director), and Mr. Lalit Joshi (Non Executive Independent Director). With the compulsory dematerialization of the Company’s shares and electronic mode of transfers, postal dispatches which led to usual complaints, have been minimized. At the yearend, 97.35% of the total shares were dematerialized with no unresolved pending investor grievances.

8 meetings of the Stakeholders’ Relationship Committee were held during the year. Nomination & Remuneration Committee

The Nomination & Remuneration Committee as on March 31, 2016 comprises of the members namely, Mr. Rakesh Roopram Sharma (Chairman, Non Executive Independent Director), Ms. Kunti Rattanshi (Non Executive Non Independent Director) and Mr. Lalit Joshi (Non Executive Independent Director). The purpose of the Nomination and Remuneration Committee is to recommends to the Board the suitability of candidates for appointment as Key Managerial Personnel, Directors and the remuneration packages payable to them and other employees. Nomination and Remuneration Committee met two times during the year.

Vigil Mechanism / Whistle Blower Policy

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

The Vigil Mechanism Policy has been uploaded on the website of the Company at www.kserasera.com under Investor Relations> Code of Conduct> Vigil Mechanism Policy.

Meetings of Board

The Board of Directors duly met 7 times during the financial year from April 01, 2015 to March 31, 2016. The dates on which meetings were held are as follows:

(i) 29.05.2015 (ii) 14.08.2015, (iii) 24.09.2015, (iv) 10.11.2015 (v) 30.11.2015, (vi)27.01.2016 (vii) 14.03.2016

Particulars of Loans, Investments, Guarantees by the Company

During the period under review, the Company had acquired 100% stake in Birla Gold and Precious Metals Limited and Birla Jewels Limited (formerly known as K Bazaar Online Trading Private Limited) by way of purchase of equity shares. The detailed particulars of loans, guarantees and investments made/given by the Company in the year 2015 -2016 as per Section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015 is stated in the Notes to Account which forms part of this Annual Report.

Particulars of Contracts or Arrangements with Related Parties

None of the transactions with related parties falls under the scope of Section 188 (1) of the Companies Act, 2013. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure -III in Form AOC-2 and the same forms part of this report.

Public Deposits

During the period under review Your Company has not accepted any Public Deposits falling within the purview of section 73 of the Companies Act, 2013. As such, no amount on account of principal or interests on public deposits was outstanding, as on March 31, 2016.

Policy on Related Party Transactions:

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Regulation 23 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.

This Policy was considered and approved by the Board has been uploaded on the website of the Company at www.kserasera.com under Investor Relations> Code of Conduct>Policy on Related party Transaction.

Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

Company has Sexual Harassment Policy in place and available on Company’s website. During the year under review, there were no complaints from any of the employee.

15. Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-IV.

16. Conservation of Energy, Technology Absorption, Foreign Exchange

The provisions of Section 134(3)(m) of the Companies Act, 2013, relating to conservation of energy and technology absorption are not applicable to the Company. However, the Company has been continuously and extensively using technology in its operations.

There were no foreign exchange earnings and foreign exchange outgo during the year and in previous year.

17. Particulars of Employees and Directors

The information required pursuant to Section 197 read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any reenactment/modification thereof) in respect of employees of the Company is as follows:

During the period under review the company had two Executive Director, one Non Executive Non Independent Director and two Non Executive Independent Director and they were not paid any remuneration etc. Further, no sitting fees has been paid to any director during the year.

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

a) Employed throughout the year Nil

b) Employed for part of the year Nil

The remuneration paid to all Key Management Personnel was in accordance with remuneration policy adopted by the company.

The information required pursuant to section 197(12) read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect to remuneration to the Whole time directors and Key managerial Personnel, is prepared separately forming part of this report.

Having regard to the first proviso of section 136 (1) of the Companies Act, 2013 the Annual Report is being sent to the members of the Company excluding the aforesaid information. However they said information is available for inspection at the Registered Office of the Company before 21 days of the ensuing Annual General Meeting during business hours on working days.

18. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future

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

19. Share Capital

The subdivision of the Share Capital from Rs. 10/- each to Re.1/- each of the Company is effected from April 01, 2015. Further the paid up Equity Share Capital as on March 31, 2016 is Rs. 2,135,875,070.The Company had allotted 56,48,873 equity shares (pursuant to subdivision 56488730 equity shares of Re.1/- each) of face value of Rs. 10/- each at the rate of Rs. 14.16/

- per share on preferential basis pursuant to the conversion of Optionally Convertible Redeemable Bonds (OCRBs) as on November 14, 2014. However the listing permission from the NSE and BSE for the aforesaid issue of equity shares is awaited

20. Unclaimed Shares

The Company had transferred 4340 unclaimed equity shares of Re. 1/- each to the Demat Suspense Account belonging to 3 shareholders on November 07, 2015 and during the year none of the shareholders approached for transfer of shares from suspense account resulting into no change in the said unclaimed equity shares at the end of the year. Company is holding these shares in a ‘Demat Suspense Account’ with DP- Nirmal Bang Sec. Pvt Ltd. on behalf of the allotees of these shares.

The voting rights in respect of these shares would remain frozen till the rightful owner claims it as per the procedure laid down under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

21. Corporate Governance and Shareholders Information

Your Company has taken adequate steps to adhere to all the stipulations laid down in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is included as a part of this Annual report. Certificate from the Practicing Company Secretary, confirming the compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included as a part of this report.

22. Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the financial year 2016-17 to NSE and BSE where the Company’s shares are listed

23. Appreciation and Acknowledgements:

Your Directors wish to place on record their appreciation and sincere gratitude to the various Departments of the Central and State Government, Company’s Bankers, clients, media and business constituents for their valuable assistance and support. The Directors also acknowledge the continued support received from investors and shareholders and the confidence reposed by them. The Directors place on record their appreciation for the sincere and dedicated services rendered by all the employees of the Company at all levels.

For and on behalf of Board of Directors

Satish Panchariya Harsh Upadhyay

Place: Mumbai Exe. Chairman & Director Director

Date: August12,2016 DIN:00042934 DIN:07263779


Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the 20th Annual Report together with the Audited Statement of Accounts of KSS Limited for the year ended March 31, 2015

1. SUMMARISED FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Particulars Standalone Consolidated

2014-15 2013-14 2014-15 2013-14

Revenue from operations & other operating income 90.80 - 6545.66 5994.03

Profit/ (Loss) Before taxation & Exceptional Items (64.00) (1832.58) 558.10 (1601.10)

Add: Exceptional Items (201.51) - (201.51) _

Profit/ (Loss) before Tax (265.51) (1832.58) 356.99 (1601.10)

Less: Tax expenses (84.37) 54.49 (165.32) (58.65)

Profit/ (Loss) after Taxation (181.14) (1887.07) 522.30 (1542.45)

Balance brought forward from the previous year (4090.76) (2203.69) 25,856.14 27,398.58

Balance carried forward to next year (4271.90) (4090.76) 27203.99 25,856.14

2. Company Performance:

During the financial year ended 31st March 2015, the total revenue on a consolidated basis was Rs. 6545.66 Lacs. The Company has incurred post tax Profit of Rs. 522.30 Lacs for financial year 2014-15 as against loss of Rs.1,54245 Lacs in the previous year.

On standalone basis total revenue was 90.80Lacs. The post tax loss for the financial year 2014-15 was Rs.181.14 Lacs viz-a-viz Loss of Rs.1887.07 Lacs in the previous year.

3. Transfer to reserves;

No amount is being transferred to the reserves during the Financial Year 2014-15

4. Dividend:

The Board of Directors did not recommended any dividend for the year ended March 31, 2015

5. Management Discussion And Analysis Report

The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under Clause 49 of the Listing Agreement, is provided as a separate section forming part of the Annual Report.

6. Consolidated Financial Statements

The audited consolidated financial statement of the Company prepared in accordance with applicable Accounting Standards specified under Section 133 of the Companies Act, 2013read with Rule 7 of the Companies (Accounts) Rules, 2014 is provided in the Annual Report.

7. Subsidiaries:

The Company has following subsidiaries:

- Sera Sera Digital Cinema Private Limited - India

- Sera Sera Box Office Private Limited-India

- Sera SeraMiniplex Limited- India

- Sera Sera Productions FZE- UAE

The Company has following step-down subsidiaries: K Kampus Education Private Limited - India K Sera Sera Consultancy Private Limited - India K Sera Sera Holdings Pty Limited - Australia KSS Capital Limited - Bermuda During the period under review, the Company has sold its stake in K Bazaar Online Trading Private Limited, one of its non-material subsidiary, pursuant to which Bazaar Online Trading Private Limited ceased to be the Subsidiary of KSS Limited The Company's Policy for determining material subsidiaries is available on the Company's website at www.kserasera.com under Investor Relations>Code of conduct> Policy on Determination of Material Subsidiary(ies).

The financial statements of all the subsidiary companies as on March 31, 2015, forms part of consolidated financial statements in compliance with Section 129and other applicable provisions, if any, of the Companies Act, 2013 and the same are prepared in accordance with applicable accounting standards. The financial statements, both standalone and consolidated, are prepared in accordance with applicable accounting standards and as per Schedule III of the Companies Act,2013 and applicable rules thereto.

In addition to the consolidated financial statements, a detailed financial statement containing the salient features of the financial statement of each of the subsidiary companies as included in the consolidation of financial statements as on March 31, 2015 is annexed herewith as Annexure I ( Form AOC 1) and forms part of this Report.

8. Directors Responsibility Statement :

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period;

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, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively

9. Corporate Social Responsibility

The provisions of the Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the Company yet.

10. Insurance

The Company's property, equipments and stocks are adequately insured against major risks after taking into account all the relevant factors.

11. Internal Control Systems and their Adequacy

The Company has in place adequate internal controls commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditors report to the Chairman of the Audit Committee of the Board. Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries.

Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

12. Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and applicable rules thereto, Mr. Satish Panchariya (DIN:00042934), Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. Your Directors recommend his reappointment for your approval.

The Board of Directors of the Company at their meeting held on March 31, 2015 and August 14, 2015 appointed Ms. Kunti Rattanshi (DIN:07144769) and Mr. Harsh Upadhyay (DIN: 07263779) respectively, as an Additional Director (Independent) with immediate effect, who shall hold his office till the next Annual General meeting. Based on the application received from Ms. Kunti Rattanshi and Mr. Harsh Upadhyay proposing their candidature as Independent Director, the proposed resolution for their appointment as an Independent Director forms part of the Notice convening Annual General Meeting. Your Directors recommend their appointment for your approval.

In compliance with Section 149, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification Confirmation of Appointment of Directors) Rules, 2014 and Clause 49 of the Listing Agreement, the shareholders of the Company at their meeting held on September 30, 2014 had approved the appointments of Mr. Hussain Shattaf (DIN: 02321306), Mr. Dushyant Kumar (DIN: 03097822) and Mr. Rakesh Roopram Sharma(DIN: 06384452) as an Independent Directors of the Company for a first term of five years and to hold the office till September 30, 2019.

During the period under review Mr. Dushyant Kumar (DIN: 03097822), Non Executive Independent Director of the Company, tendered his resignation w.e.f. February 13, 2015. The Board placed on record its deep appreciation for Mr. Dushyant Kumar and thanked him for his significant contributions and valuable guidance during his association with the Company.

The Board noted with deep regret the sad demise of Mr. Vinod Ahuja (DIN: 05214206), Non Executive Director of the Company on April 22, 2015 and recorded its appreciation towards the guidance offered by Mr. Vinod Ahuja during his life time as a member of the Board and as a Chairman of the Company During the period under review, Mr. Shailesh Bapat, resigned as Company Secretary of the Company on October 9, 2014 and Ms. Tanu Singh was appointed as a Company Secretary and Compliance Officer of the Company with immediate effect. Ms. Vineeta Dwivedi was appointed as Chief Executive Officer (CEO) of the Company on August 14, 2015.

Declaration by Independent Director(s)

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.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees.

The board's performance for the current year was assessed on the basis of participation of directors, quality of information provided/available, quality of discussion and contribution etc. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering the aforesaid aspects of the Board's functioning. The overall performance of the Board and Committee's of the Board was found satisfactory.

The overall performance of Chairman, Executive Directors and the Non-executive Directors of the Company is satisfactory. The review of performance was based on the criteria of performance, knowledge, analysis, quality of decision making etc.

Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

13. Auditors & Auditors' Report Statutory Auditor

M/s. Agrawal Jain & Gupta (Firm registration No : 0135838C), Chartered Accountants, Statutory Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment.They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. Internal Auditor During the period under review Mr. Sunil Sureka (M.No. 139836),Chartered Accountant, is appointed as an Internal Auditor of the Company in order to conduct the Internal Audit of the Company

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Vishal N. Manseta (M.No. 25183), Practicing Company Secretary to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith marked as Annexure II (Form MR-3) to this Report. The Secretarial Audit Report does not contain any qualification, reservations or adverse remark.

14. Disclosures Audit Committee

The Audit Committee comprises of Independent Directors namely Mr. Rakesh Roopram Sharma (Chairman), Mr. Hussain Shattaf and Ms. Kunti Rattanshi as members. The Audit Committee played an important role during the year. It coordinated with the Statutory Auditors, Internal Auditors and other key personnel of the Company and has rendered guidance in the areas of internal audit and control, finance and accounts. All the recommendations made by the Audit Committee were accepted by the Board. 5 meetings of the Audit Committee were held during the year.

Stakeholders' Relationship Committee

The Committee has met nine times during the year. With the compulsory dematerialization of the Company's shares and electronic mode of transfers, postal dispatches which led to usual complaints, have been minimized. At the year end, 97.08% of the total shares were dematerialized with no unresolved pending investor grievances.

Nomination & Remuneration Committee

The Nomination and Remuneration Committee recommends to the Board the suitability of candidates for appointment as Key Managerial Personnel, Directors and the remuneration packages payable to them and other employees. Nomination and Remuneration Committee met one time during the year.

Vigil Mechanism / Whistle Blower Policy

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

The Vigil Mechanism Policy has been uploaded on the website of the Company at www.kserasera.com under Investor Relations >Code of Conduct> Whistle Blower Policy

Meetings of Board

The Board of Directors duly met 13 times during the financial year from April 01, 2014 to March 31, 2015. The dates on which meetings were held are as follows:

(i) 01.04.2014, (ii)16.05.2014 (iii)30.05.2014 (iv) 07.07.2014, (v) 25.07.2014, (vi) 01.08.2014 (vii) 12.08.2014, (viii) 05.09.2014, (ix) 14.11.2014,(x) 08.01.2015 (xi)11.02.2015, (xii)16.03.2015, (xiii) 31.03.2015.

Particulars of Loans, Investments, Guarantees by the Company

The particulars of loans, guarantees and investments made/given by the Company in the year 2014 -2015 as per Section 186 of the Companies Act, 2013 is stated in the Notes to Account which forms part of this Annual Report.

Particulars of Contracts or Arrangements with Related Parties

None of the transactions with related parties falls under the scope of Section 188(1) of the Companies Act,2013. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure III in Form AOC-2 and the same forms part of this report.

Deposits, Loans and Advances

Your Company has not accepted any Public Deposits falling within the purview of section 73 of the Companies Act, 2013. As such, no amount on account of principal or interests on public deposits was outstanding, as on March 31, 2015. The details of loans and advances, which are required to be disclosed in the Company's annual accounts, pursuant to Clause 32 of the Listing Agreement with the Stock Exchanges, are mentioned in Notes to accounts forming a part of this Report.

Policy on Related Party Transactions:

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company at www.kserasera.com under investor relation>code of conduct>policy on related party transaction.

Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

Company has Sexual Harassment Policy in place and available on Company's website. During the year under review, there were no complaints from any of the employee.

15. Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-IV.

16. Conservation of Energy, Technology Absorption, Foreign Exchange

The provisions of Section 134(3)(m) of the Companies Act, 2013, relating to conservation of energy and technology absorption are not applicable to the Company. However, the Company has been continuously and extensively using technology in its operations.

There were no foreign exchange earnings and foreign exchange outgo during the year and in previous year.

17. Particulars of Employees and Directors

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

During the period under review the company had one Executive and one Non Executive Director and they were not paid any remuneration etc. Further, no sitting fees has been paid to any director during the year.

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

a) Employed throughout the year Nil

b) Employed for part of the year Nil

The remuneration paid to all Key Management Personnel was in accordance with remuneration policy adopted by the company.

The information required pursuant to section 197(12) read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect to remuneration to the Whole time directors and Key managerial Personnel, is prepared separately forming part of this report.

Having regard to the first proviso of section 136 (1) of the Companies Act, 2013 the Annual Report is being sent to the members of the Company excluding the aforesaid information. However the said information is available for inspection at the Registered Office of the Company before 21 days of the ensuing Annual General Meeting during business hours on working days.

18. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

19. Share Capital Increase in Share Capital

The paid up Equity Share Capital as on March 31, 2015 was Rs. 2,135,875,070 (in previous year Rs. 2,079,386,340). During the period under review the company had issued and allotted 56,48,873 equity shares of face value of Rs. 10/- each at the rate of Rs. 14.16/- per share on preferential basis pursuant to the conversion of Optionally Convertible Redeemable Bonds (OCRBs). However the listing permission from the NSE and BSE for the aforesaid issue of equity shares is awaited

Subdivision of face value of equity shares from Rs. 10/- each to Re. 1/- each

During the period under review, the Company had passed special resolution for the purpose of sub division of face value of equity shares from Rs. 10/- each to Re. 1/- each vide postal ballot resolution result declared as on March 05, 2015. The Record date fixed for the credit of securities was on March 31, 2015 and the securities were credited as on April 01, 2015 and the new share certificates were dispatched with face value of Re 1/- each to the shareholders holding shares in physical form. The existing share certificates with face value of Rs. 10/- each is automatically cancelled and is of no effect on and from the record date of sub division of equity shares. Further the ISIN No. of the Company was changed from INE216D01018 to INE216D01026pursuant to sub division of face value of equity shares.

20. Corporate Governance and Shareholders Information

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual report. Certificate from the Practicing Company Secretary, confirming the compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is included as a part of this report.

21. Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the financial year 2015-16 to NSE and BSE where the Company's shares are listed

22. Appreciation and Acknowledgements:

Your Directors wish to place on record their appreciation and sincere gratitude to the various Departments of the Central and State Government, Company's Bankers, clients, media and business constituents for their valuable assistance and support. The Directors also acknowledge the continued support received from investors and shareholders and the confidence reposed by them. The Directors place on record their appreciation for the sincere and dedicated services rendered by all the employees of the Company at all levels.

For and on behalf of Board of directors

Satish Panchariya Rakesh Sharma

Executive Chairman & Director Director

Place: Mumbai DIN: 00042934 DIN:06384452

Date: August 14, 2015


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the Nineteenth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2014.

1. Financial Highlights : (Rupees In Lacs)

Particulars Standalone 2013-14 2012-13 Revenue from operations & other operating income - 3.15

Profit/(Loss) Before Taxation & Exceptional Items (1832.58) (195.59)

Add: Exceptional items - -

Profit/(Loss) before tax (1832.58) (195.59)

Less: Tax expenses 54.49 (286.38)

Profit/(Loss) after Taxation (1887.07) 90.79

Balance Brought forward from the previous year (2203.69) (2294.48)

Balance carried forward to next year (4090.76) (2203.69)

(Rupees In Lacs)

Particulars Consolidated 2013-14 2012-13 Revenue from operations & other operating income 5994.03 11018.08

Profit/(Loss) Before Taxation & Exceptional Items (1601.10) 236.00

Add: Exceptional items - -

Profit/(Loss) before tax (1601.10) 236.00

Less: Tax expenses (58.65) (366.82)

Profit/(Loss) after Taxation (1542.45) 602.82

Balance Brought forward from the previous year 27,398.58 22,167.08

Balance carried forward to next year 25,856.14 27,398.58

2. Company performance:

During the financial year ended 31st March 2014, the total revenue on a consolidated basis was Rs.6,480.24 Lacs. The Company has incurred post tax loss of Rs. 1,542.45 Lacs for financial year 2013-14 as against profit of Rs. 602.82 Lacs in the previous year.

On standalone basis total revenue was NIL. The post tax loss for the financial year 2013-14 was Rs.1887.07 Lacs viz-a-viz Profit of Rs.99.79 Lacs in the previous year.

3. Dividend:

The Board of Directors do not recommended dividend for the year ended 31st March, 2014.

4. Subsidaries:

The Company has following subsidiaries K Sera Sera Digital Cinema Private Limited - India K Sera Sera Box Office Private Limited-India K Sera Sera Miniplex Limited- India K Sera Sera Productions FZE- UAE K Bazaar Online Trading Private Limited-India

The Company has following step-down subsidiaries K Kampus Education Private Limited - India K Sera Sera Consultancy Private Limited - India K Sera Sera Holdings Pty Limited - Australia KSS Capital Limited - Bermuda

The statement pursuant to section 212 of the Companies Act, 1956 containing details of the Company''s subsidiaries is attached.

5. Presentation of Financial Statements:

The Ministry of Corporate Affairs (MCA) vide notification dated 28 February 2011 amended the existing Schedule VI to the Companies Act, 1956. The revised Schedule VI is applicable from financial year commencing from 1 April 2011. The financial statements of your Company for the year ended 31 March 2013 have been prepared in accordance with the revised Schedule VI and accordingly, the previous year''s figures have been reclassified/ regrouped to conform to this year''s classification.

6. Consolidated Accounts:

The Ministry of Corporate Affairs (MCA) by General Circular No.2/2011 dated 8 February 2011 had granted an exemption to companies from complying with Section 212 of the Companies Act, 1956, provided such companies fulfil conditions mentioned in the said circular. Accordingly, the Board of Directors of your Company at its meeting held on 30th May 2014 approved the audited consolidated financial statements for the financial year 2013-14 in accordance with the Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India as well as Clause 32 of the Listing Agreement, which include financial information of all its subsidiaries, and forms part of this report. The Consolidated Financial Statements of your Company for the financial year 2013-14, have been prepared in compliance with applicable Accounting Standards.

The annual accounts and financial statements of the subsidiary companies of your Company and related detailed information shall be made available to members on request and are open for inspection at the Corporate Office of your Company during business hours on working days up to the date of Annual General Meeting. Your Company has complied with all the conditions as stated in the circular and accordingly has not attached the financial statements of its subsidiary companies for the financial year 2013-14. A statement of summarized financials of all subsidiaries of your Company pursuant to the circular issued by the Ministry of Corporate Affairs, forms part of this report.

7. Corporate Governance & Management Discussion and Analysis Report:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report along with Certificate by the Auditors of the Company on its Compliance, Management Discussion and Analysis Report forms a part of this Annual Report.

8. Directors:

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Brigadier Vinod Ahuja retires by rotation, and being eligible offers themselves for re-appointment. Appropriate resolutions for re-appointment of aforesaid directors are being moved at the ensuing Annual General Meeting. Brief resume of retiring directors are given in the notice of Annual General Meeting.

9. Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibilities Statement, the Directors of the company hereby state and confirm that:

(1) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(2) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profits / losses of the Company for the year ended on that date.

(3) They have 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.

(4) They have prepared the annual accounts on a going concern basis.

10. Public Deposits:

The Company has accepted any deposits from public in accordance with Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules,1975.

11. Insurance:

The Company''s property, equipments and stocks are adequately insured against major risks after taking into account all the relevant factors.

12. Particulars of Employees:

None of the Employees of the Company is following in the limits covered under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

13. Conservation of Energy and Technology Absorption:

Considering nature of activities carried on by the Company information required to be provided under Section 217(1)(e) of the Companies Act,1956,read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, in relation to Conservation of Energy and Technology Absorption are currently not applicable to the Company.

14. Auditors:

M/s. Agrawal Jain and Gupta, Chartered Accountants, retire as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on re- appointment. The necessary resolution seeking your approval for re-appointment of Statutory Auditors has been incorporated in the Notice convening Annual General Meeting.

15. Internal Control System:

The Company has in place appropriate internal control systems, commensurate with its size and nature of operations.

16. Appreciation and Acknowledgements:

Your Directors wish to place on record their appreciation and sincere gratitude to the various Departments of the Central and State Government, Company''s Bankers, clients, media and business constituents for their valuable assistance and support. The Directors also acknowledge the continued support received from investors and shareholders and the confidence reposed by them. The Directors place on record their appreciation for the sincere and dedicated services rendered by all the employees of the Company.

Statement pursuant to Section 212(1) (e) of the Companies Act, 1956 with respect to subsidiary companies



For and on behalf of the Board of Directors

Director

Place: Mumbai Date: 30.05.2014


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the Eighteenth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2013.

1. Financial Highlights (Rs. In Lacs)

Particulars Standalone Consolidated

2012-2013 2011-12 2012-13 2011-12

Revenue from operations 3.15 356.25 11,018.08 11,122.35 & other operating income

Profit/(Loss) Before Taxation (195.59) (777.46) 236.00 92.73 & Exceptional Items

Add: Exceptional items - (729.74) - (729.74)

Profit/(Loss) before tax (195.59) (1507.20) 236.00 (637.01)

Less: Tax expenses (286.38) (284.70) (366.82) (278.68)

Profit/(Loss) after Taxation 90.79 (1791.90) 602.82 (915.68)

Balance Brought forward (2294.48) (502.58) 22,167.08 23,083.77 from the previous year

Balance carried (2203.69) (2294.48) 27,398.58 22,167.08 forward to next year

2. Company performance

During the financial year ended 31st March 2013, the total revenue on a consolidated basis was Rs.11, 018.08 Lacs. The Company has incurred post tax Profit of Rs.602.82 Lacs for financial year 2012-13 as against Loss of Rs.915.68 Lacs in the previous year.

On standalone basis total revenue stood at Rs.3.15 Lacs. The post tax profit for the financial year 2012-13 was Rs.90.79 Lacs viz-a-viz loss of Rs.1791.90 Lacs in the previous year.

3. Dividend

The Board of Directors do not recommended dividend for the year ended 31st March, 2013.

4. Subsidaries

The Company has following subsidiaries

K Sera Sera Digital Cinema Private Limited - India K Sera Sera Box Office Private Limited-India K Sera Sera Miniplex Private Limited- India K Sera Sera Productions FZE- UAE K Bazaar Online Trading Private Limited-India

The Company has following step-down subsidiaries

K Kampus Education Private Limited - India K Sera Sera Consultancy Private Limited - India K Sera Sera Holdings Pty Limited - Australia KSS Capital Limited - Bermuda

The statement pursuant to section 212 of the Companies Act, 1956 containing details of the Company''s subsidiaries is attached.

5. Presentation of Financial Statements

The Ministry of Corporate Affairs (MCA) vide notification dated 28 February 2011 amended the existing Schedule VI to the Companies Act, 1956. The revised Schedule VI is applicable from financial year commencing from 1 April 2011. The financial statements of your Company for the year ended 31 March 2013 have been prepared in accordance with the revised Schedule VI and accordingly, the previous year''s figures have been reclassified/ regrouped to conform to this year''s classification.

6. Consolidated Accounts

The Ministry of Corporate Affairs (MCA) by General Circular No.2/2011 dated 8 February 2011 had granted an exemption to companies from complying with Section 212 of the Companies Act, 1956, provided such companies fulfill conditions mentioned in the said circular. Accordingly, the Board of Directors of your Company at its meeting held on 30th May 2013 approved the audited consolidated financial statements for the financial year 2012-13 in accordance with the Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India as well as Clause 32 of the Listing Agreement, which include financial information of all its subsidiaries, and forms part of this report. The Consolidated Financial Statements of your Company for the financial year 2012- 13, have been prepared in compliance with applicable Accounting Standards.

The annual accounts and financial statements of the subsidiary companies of your Company and related detailed information shall be made available to members on request and are open for inspection at the Corporate Office of your Company during business hours on working days up to the date of Annual General Meeting. Your Company has complied with all the conditions as stated in the circular and accordingly has not attached the financial statements of its subsidiary companies for the financial year 2012-13. A statement of summarized financials of all subsidiaries of your Company pursuant to the circular issued by the Ministry of Corporate Affairs, forms part of this report.

7. Corporate Governance & Management Discussion and Analysis Report :

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report along with Certificate by the Auditors of the Company on its Compliance, Management Discussion and Analysis Report forms a part of this Annual Report.

8. Directors :

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Satish Panchariya and Mr. Rakesh Sharma retire by rotation, and being eligible offers themselves for re- appointment. Appropriate resolutions for re-appointment of aforesaid directors are being moved at the ensuing Annual General Meeting. Brief resume of retiring directors are given in the notice of Annual General Meeting.

9. Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibilities Statement, the Directors of the company hereby state and confirm that:

(1) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(2) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profits / losses of the Company for the year ended on that date.

(3) They have 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.

(4) They have prepared the annual accounts on a going concern basis.

10.. Public Deposits:

The Company has not accepted any deposits from public in accordance with Section 58A of the Companies Act, 1956.

11. Insurance:

The Company''s property, equipments and stocks are adequately insured against major risks after taking into account all the relevant factors.

12. Particulars of Employees:

None of the Employees of the Company is following in the limits covered under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

13. Conservation of Energy and Technology Absorption:

Considering nature of activities carried on by the Company ,information required to be provided under Section 217(1)(e) of the Companies Act,1956,read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, in relation to Conservation of Energy and Technology Absorption are currently not applicable to the Company.

15. Auditors:

M/s. Agrawal Jain and Gupta, Chartered Accountants, retire as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment. The necessary resolution seeking your approval for re- appointment of Statutory Auditors has been incorporated in the Notice convening Annual General Meeting.

16. Internal Control System:

The Company has in place appropriate internal control systems, commensurate with its size and nature of operations.

17. Appreciation and Acknowledgements:

Your Directors wish to place on record their appreciation and sincere gratitude to the various Departments of the Central and State Government, Company''s Bankers, clients, media and business constituents for their valuable assistance and support. The Directors also acknowledge the continued support received from investors and shareholders and the confidence reposed by them. The Directors place on record their appreciation for the sincere and dedicated services rendered by all the employees of the Company.

For and on behalf of the Board of Directors

Place: Mumbai

Date : 30-5-2013


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Sixteenth Annual Report together with the Audited Accounts for the year ended 31st March, 2011.

1. FINANCIAL HIGHLIGHTS:

2010-2011 2009-2010

(Rupees) (Rupees)

Profit Before Interest, Depreciation and Tax 3,27,76,251 4,21,18,972

Less: Interests Other finance costs 1,96,68,497 3,89,34,729

Depreciation and Amortization 30,83,615 18,03,007

Profit/(Loss) Before Tax 1,00,24,139 13,81,236

Less: Provision for Taxes (Currents Deferred) 1,99,66,748 (6,91,63,858)

Profit/(Loss) After Tax (99,42,609) 7,05,45,094

Less: Previous Period Adjustments 0.00 0.00

Less: Appropriations 0.00 0.00

Proposed final dividend

-Equity Shares 0.00 0.00

Tax on Dividend 0.00 0.00

Add/ (Less): Balance Brought

forward from the previous year (40,315,474) (11,08,60,568)

Balance Carried Forward (5,02,58,083) (40,315,474)

2. TURN OVER AND PROFITS:

During the year under review, Turnover was Rs.23,57,59,761 and the profit before providing depreciation, interest and amortization was Rs. 3,77,14,347 but before tax arrived at Rs. 1,00,24,139. Net Loss after Tax amounted to Rs. 99,42,609/-.

3. OVERALL PERFORMANCE

During the Financial Year 2010-11 the company has incurred a loss of Rs. 99,42,609/-. After tax.

4. DIVIDEND:

Due to loss suffered by your Company during the 2010-11, Directors show their inability to recommend any dividend during the year.

5. FUTURE OUTLOOK:

1. The Company has successfully invested in Citigold Corporation and and has become the single largest shareholder in Citigold Corporation Ltd. Citigold Corporation Ltd., Australia is having gold resource of 10m ounces as per JORC guidelines and Citigold's gold deposit is currently one of the largest and highest grade and with Australia a preferred destination for Investment, K Sera Sera is looking at this investment to further enhance the wealth of its shareholders. The company is also looking for further opportunities in other mining and other natural resources projects worldwide.

2. Your Company expects to launch Full HD Digital Cinema Projection , The content will be delivered to cinemas via satellite.

3. Considering the Global recession, the markets are down, the Economy is down and the overall atmosphere has become dull. To this dull market, Cinema is the only ray of hope. With this thinking, the Management of your Company is considering various options like tie-ups, Joint ventures, agreements, only Production, only Distribution, Production and Distribution and etc. To this, the Advancements in technology, Multiplexes, Corporatization of the industry as a whole, Digital Cinemas, rise in consumer spending, changing lifestyle has brought an overall boom in Entertainment Industry.

4. The Company is working on multiple genre model of entertainment and has switched its focus from Small and Medium Budget films to Medium and Big Budget films. The Company has signed agreements with leading Production Houses, Directors and other film makers. The Company has number of projects which are at different stages of production and are scheduled for release in coming years.

5. DIVERSIFICATION

Your Company identified gold as a worthwhile mineral to pursue its presence in the mining sector. The prices of gold have witnessed steady ride in last few years and medium long term predictions are very bullish. Investment in gold continues to be a "hedge against inflation" and a "secured" investment given its easy availability and liquidity.

It is pursuing global opportunities, developing expertise and developing strategies of either Merger & Acquisitions, Joint Venture etc. details are covered in MDA.

6. SUBSIDIARIES:

The Company has following subsidiaries

1) K Sera Sera Digital Cinema Pvt. Ltd. (Formerly known as K Sera Sera Technologies Pvt Ltd)

2) K Sera Sera Box Office Pvt. Ltd.

3) K Sera Sera Miniplex Pvt. Ltd.

4) K Sera Sera Productions FZE- UAE

5) K Bazaar Online Trading Pvt Ltd

The Company has following step-down subsidiaries

1) KKampus Education Pvt Ltd India

2) K Sera Sera Consultancy Pvt Ltd India

3) K Sera Sera Holdings Pty Ltd- Australia

4) KSS Capital Limited - Bermuda

The statement pursuant to section 212 of the Companies Act, 1956 containing details of the Company's subsidiaries is attached.

7. CONSOLIDATED FINANCIALS:

The Audited Consolidated Financial Statements for the year ended 31st March 2011 are annexed to this report. Statement pursuant to Section 212(1) (e) of the Companies Act, 1956 also forms part of this Annual Report.

We believe that the Consolidated Financial Statements present a more comprehensive picture rather than the standalone financial statements of K Sera Sera Ltd. and each of its subsidiaries. The Ministry of Corporate Affairs, Government of India has exempted Vide its Circular with respect to presenting detailed financial statement of its subsidiary.

However, the summary of financial information of each subsidiary regarding Share Capital, Reserves and Surplus, Total Assets, Total Liabilities, our holding in the Subsidiary, Sales and other income, profit before taxation, provision for taxation, profit after taxation and proposed dividend have been separately furnished forming part of this Annual Report.

The Company will make available the annual accounts of the subsidiary companies and the related detailed information upon request by any member of the Company. These documents/details will also be available for inspection by any member of the Company at its registered office during business hours on working days upto the date of the Annual General Meeting.

8. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the listing agreement with the Stock Exchange, the Corporate Governance Report along with Certificate by the Auditors of the Company on its Compliance, Management Discussion and Analysis Report forms a part of this Annual Report.

9. DIRECTORS:

Resignation of Director:-

Mr. Dhiren Toprani resigned from the Board of your company with effect from 02nd June, 2011. The Board places on record its sincere appreciation for the valuable guidance and contribution made by Mr. Dhiren Toprani in the deliberations of the Board during his tenure.

Retiring Directors by Rotation:-

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Prakashkumar Shah and Mr. Rajeev Benara retire by rotation, and being eligible offers themselves for re- appointment. Appropriate resolutions for re- appointment of aforesaid directors are being moved at the ensuing Annual General Meeting. Brief resume of retiring directors are given in the notice of Annual General Meeting.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibilities Statement, the Directors of the company hereby state and confirm that:

(1) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(2) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profits/losses of the Company for the year ended on that date.

(3) They have 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.

(4) They have prepared the annual accounts on a going concern basis.

11. PUBLIC DEPOSITS:

The Company has not accepted any deposits from public in accordance with Section 58A of the Companies Act, 1956.

12. PARTICULARS OF EMPLOYEES:

None of the Employees of the Company is following in the limits covered under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

13. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Considering nature of activities carried on by the Company and the list of industries included in the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules,1988, the provisions relating to conservation of energy and technology absorption do not apply to the company. Hence, information pertaining to the same is not provided.

14. FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Amount in Rupees)

Foreign Exchange Earnings: 23,52,14,446/-

Foreign Exchange Outgo: 31,08,09,269/-

15. AUDITORS:

M/s. Agrawal Jain and Gupta, Chartered Accountants, retire as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment. The necessary resolution seeking your approval for re- appointment of Statutory Auditors has been incorporated in the Notice convening Annual General Meeting.

16. INTERNAL CONTROL SYSTEM:

The Company has in place appropriate internal control systems, commensurate with its size and nature of operations.

17. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation and sincere gratitude to the various Departments of the Central and State Government, Company's Bankers, clients, media and business constituents for their valuable assistance and support. The Directors also acknowledge the continued support received from investors and shareholders and the confidence reposed by them. The Directors place on record their appreciation for the sincere and dedicated services rendered by all the employees of the Company.

For and on behalf of the Board of Directors

Sanjay Lai Husain Shattaf

Managing Director Director

Place: Mumbai

Date: 24th August, 2011


Mar 31, 2010

The Directors have pleasure in presenting the Fifteenth Annual Report together with the Audited Accounts for the year ended 31st March, 2010.

1. FINANCIAL HIGHLIGHTS:

2009-10 2008-09 (Rupees) (Rupees)

Profit Before Interest, Depreciation and Tax 4,21,18,972 4,06,16,107

Less: Interests other finance costs 3,89,34,729 3,42,49,875

Depreciation and Amortization 18,03,007 38,21,735

Profit / (Loss) Before Tax 13,81,236 25,44,496 Less: Provision for Taxes

(Currents Deferred) (6,91,63,858) 4,52,98,091

Profit/(Loss) After Tax 7,05,45,094 (4,27,53,595)

Less: Previous Period Adjustments 0 0

Less: Appropriations 0 0

Proposed final dividend

- Equity Shares 0 0

Tax on Dividend 0 0

Add/ (Less): Balance Brought

fcfwardfromthepreviousyear (11,08,60,568) (6,81,06,975)

Balance Carried Forward (40,315,474) (11,08,60,568)

2. TURNOVER AND PROFITS

During the year under review, Turnover was Rs.304,414,534 and the profit before providing depreciation, interest and amortization was Rs. 4,62,86,502 but before tax arrived at Rs.13,81,236. Net Profit after Tax amounted to Rs.7,05,45,094/-.

3. OVERALL PERFORMANCE

During the Financial Year 2009-10, the company has earned a profit of Rs.7,05,45,094 aftertax.

4. DIVIDEND:

Due to loss suffered by your Company during the previous year, Directors show their inability to recommend any dividend during the year.

5. FUTURE OUTLOOK:

1. Your Company has taken a conscious decision to diversify into different industrial segments. This has been necessitated because of brighter opportunities in the changing global scenario. The Company continuous to consolidate its presence in Media & Entertainment sector. Spanning all the verticals - production, Distributions and Exhibition. In fact it is adding a fourth vertical -Technology.

2. Considering the Global recession, the markets are down, the Economy is down and the overall atmosphere has become dull. To this dull market, Cinema is the only ray of hope. With this thinking, the Management of your Company is considering various options like tie-ups, Joint ventures, agreements, only Production, only Distribution, Production and Distribution and etc. To this, the Advancements in technology, Multiplexes, Corporatization of the industry as a whole, Digital Cinemas, rise in consumer spending, changing lifestyle has brought an overall boom in Entertainment Industry.

3. The Company is working on multiple genre model of entertainment and has switched its focus from Small and Medium Budget films to Medium and Big Budget films. The Company has signed agreements with leading Production Houses, Directors and other film makers. The Company has number of projects which are at media companynd are scheduied

4. DIVERSIFICATION

Your Company is focusing on two lucrative Sectors : -

- Mining & Natural Resources.

- Specialty Resort Development.

It is pursuing global opportunities, developing expertise and developing strategies of either Merger & Acquisitions, Joint Venture etc. details are covered in MDA.

6. SUBSIDIARIES:

The Company has incorporated following wholly owned subsidiaries during the year

1) K Sera Sera Technologies Pvt. Ltd. on 4"1 June, 2009

2) K Sera Sera Box Office Pvt. Ltd. on Wune, 2009

3) K Sera Sera Miniplex Pvt. Ltd. on 2nd February, 2010.

The statement pursuant to section 212 of the Companies Act, 1956 containing details of the Companys subsidiaries is attached.

7. CONSOLIDATED FINANCIALS:

The Audited Consolidated Financial Statements for the year ended 31st March 2010 are annexed to this report. Statement pursuant to Section 212(1) (e) of the Companies Act, 1956 also forms part of this Annual Report.

We believe that the Consolidated Financial Statements present a more comprehensive picture rather than the standalone financial statements of K Sera Sera Productions Ltd. and each of its subsidiaries. We, therefore, applied to the Ministry of Corporate Affairs, Government of India and sought exemption from the requirement to present detailed financial statements of each subsidiary.

However, the summary of financial information of each subsidiary regarding Share Capital, Reserves and Surplus, Total Assets, Total Liabilities, our holding in the Subsidiary, Sales and other income, profit before taxation, provision for taxation, profit after taxation and proposed dividend have been separately furnished forming part of this Annual Report.

The Company will make available the annual accounts of the subsidiary companies and the related detailed information upon request by any member Company at its registeree omce suring ivuseness hours on working days upto the date of the Annual General Meeting.

8. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the listing agreement with the Stock Exchange, the Corporate Governance Report along with Certificate by the Auditors of the Company on its Compliance, Management Discussion and Analysis Report forms a part of this Annual Report.

9. DIRECTORS:

Resignation of Director- Mr. Anuraj Benara resigned from the Board of your company with effect from 9th January, 2010. The Board places on record its sincere appreciation for the valuable guidance and contribution made by Mr. Anuraj Benara in the deliberations of the Board during his tenure.

Retiring Directors by Rotation:-

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Husain Shattaf retires by rotation, and being eligible offers himself for re-appointment. Appropriate resolutions for re-appointment of aforesaid directors are being moved at the ensuing Annual General Meeting. Brief resume of retiring directors are given in the notice of Annual General Meeting.

• Additional Directors:-

1. In accordance with Section 260 of the Companies Act 1956 and Articles of Association of the Company, Mr. Rajeev Benara was appointed as Additional Director with effect from 9th January, 2010.

Mr. Rajeev Benara holds office up to the date of the ensuing Annual General Meeting. The Company has received a notice from one of the Member signifying his intention to propose the appointment of Mr. Rajeev Benara as Director of the company and appropriate resolutions for their appointment are being moved at the ensuing Annual General Meeting.

2. In accordance with Section 260 of the Companies Act 1956 and Articles of Association of the Company, Mr. Dushyant Kumar was appointed as Additional Director with effect from 29th June, 2010.

Mr. Dusdyant cumar mopas once up to the date of the ensuing Annual General Meeting. The Company has received a notice from one of the Member signifying his intention to propose the appointment of Mr. Dushyant Kumar as Director of the company and appropriate resolutions fortheir appointment are being moved at the ensuing Annual General Meeting.

3. In accordance with Section 260 of the Companies Act 1956 and Articles of Association of the Company, Mr. Dhiren Toprani was appointed as Additional Directorwith effect from 30th September, 2010.

Mr. Dhiren Toprani holds office up to the date of the ensuing Annual General Meeting. The Company has received a notice from one of the Member signifying his intention to propose the appointment of Mr. Dhiren Toprani as Director of the company and appropriate resolutions for their appointment are being moved at the ensuing Annual General Meeting.

10. DIRECTORS RESPONSIBILITYSTATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibilities Statement, the Directors of the company hereby state and confirm that:

(1) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(2) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profits / losses of the Company for the year ended on that date.

(3) They have 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.

(4) They have prepared the annual accounts on a going concern basis.

11. PUBLIC DEPOSITS:

The Company has not accepted any deposits from public in accordance with Section 58A of the Companies Act, 1956.

12. PARTICULARS The mos

None of the Employees of the Company is following in the limits covered under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

13. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Considering nature of activities carried on by the Company and the list of industries included in the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules,1988, the provisions relating to conservation of energy and technology absorption do not apply to the company. Hence, information pertaining to the same is not provided.

14. FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Amount in Rupees)

Foreign Exchange Earnings : 1,20,54,148/-

Foreign Exchange Outgo 3,49,212/-

15. AUDITORS:

M/s. Agrawal Jain and Gupta, Chartered Accountants, retire as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting. The Statutory Auditors have a confirmed their eligibility and willingness to accept the office on re-appointment. The necessary resolution seeking your approval for re-appointment of Statutory Auditors has been incorporated in the Notice convening Annual General Meeting.

16. INTERNAL CONTROL SYSTEM:

The Company has in place appropriate internal control systems, commensurate with its size and nature of operations.

17. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation and sincere gratitude to the various Departments of the Central and State Government, Companys Bankers, clients, media and business constituents for their valuable assistance and support. The Directors also acknowledge the continued support received from investors and shareholders and the confidence reposed by them. The Directors place on record their appreciation for the sincere and dedicated services rendered by all media comp panyy

For and on behalf of the Board of Directors

Sd/- Sd/-

Sanjay Lal Husain Shattaf

Managing Director Director

Place: Mumbai

Date: 25th October, 2010

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