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Directors Report of Midvalley Entertainment Ltd.

Mar 31, 2014

Dear Members,

The Directors present the Twenty Fifth Annual Report of the Company along with the Audited statement of accounts for the year ended 31st March 2014

1- FINANCIAL RESULTS

The highlights of the financial results of the company for the year ended 31.03.2014 compared with the previous year are given below:-

[Rs. in lakhs]

PARTICULARS AS ON 31.3.2014 AS ON 30.04.2013

Total Income 0.24 .038

Profit/(Loss) before Taxation (692.55) (713.72)

Less:Provision for Taxation 0.00 0.00

Add/ (Less):Provision for deferred taxation 79.24 122.99

Less:Income Tax of earlier year 0.00 0.00

Net profit/(Loss) after tax (613.31) (590.73)

Add: Profit brought forward (882.14) (291.41)

Amount available for appropriation 0.00 0.00

Balance carried forward (1495.45) (882.14)

The profit /(Loss) before tax (PBT) for the year was Rs.( 692.55 ) Lakhs as compared to the previous year figure of Rs.(713.72) Lakhs. The net profit/ (Loss) after tax for the year was Rs.( 613.31 ) Lakhs compared to Rs. ( 590.73 ) Lakhs last year.

2- DIVIDEND

In view of losses, the Directors regret their inability to recommend any dividend for the year under consideration

3- DIRECTORS

During the year under review Mr.S.Yuvaraj, Director resigned from the office of Directorship due to his pre commitments w.e.f.31.03.2014. Mr. K.Murugavel , Director resigned from the post of Whole-time Director w.e.f.31.03.2014 and resigned from the office of Directorship w.e.f.29.05.2014 due to his pre- commitments

Mr.Kamalnayan Harakchand, Director of the company was appointed as the Whole Time Director w.e.f.31.03.2014 without any remuneration subject to the approval of members

Mrs. G. Lalitha was appointed as an additional director of the company by the Board of Directors in their meeting held on 31.03.2014.

4- PUBLIC DEPOSITS

During the year your company has not received any deposits nor renewed any deposit from the public

5- FOREIGN EXCHANGE EARNINGS & OUTGO

During the year under review the Company has not booked overseas revenue or incurred any expenditure

6- PARTICULARS PURSUANT TO SECTION 217 OF THE COMPANIES ACT 1956

The particulars required to be given in terms of section 217(1)(e) of the Companies Act, 1956 regarding conversion of energy, technology absorption are not applicable to your company

None of the employees of your company fall under section 217(2A)

7- QUALITY MANAGEMENT SYSTEM

The Company continues to lay emphasis on excellence in quality and services and is committed to total customer satisfaction

8- DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm

A) that in the preparation of Annual Accounts, the applicable accounting standards have been followed and no material departures have been made

B) that they 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 year under review.

C) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud & other irregularities

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

9- CORPORATE GOVERNANCE

Your company will always strive to incorporate appropriate standards for good corporate governance

10- AUDITORS

M/s.Venkatesh & Co, Chartered Accountants, Statutory auditors of the Company retire on the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment

11- REPLY TO AUDITORS'' QUALIFICATION / OBSERVATION

1) Fixed Asset register is being updated.

2) The company is making effort is clear the dispute with income tax department

3) The trade receivable are negligible and however company is making effort to recover the same

4) The company due to recessionary trends on the industry in south India has not transacted business for last year. However the company has drawn up plans for the technical expansion and distribution business in the current year.

6) The company IT return will being filed.

12- PERFORMANCE OF THE COMPANY

During the year the company made a loss of Rs.613.31 lakh. The company is exploring and expansion opportunities and directors feel in the coming years. The company will perform and achieve a standing in the media & entertainment industry.

13- SUSPENSION OF TRADING

Trading was suspended in Bombay Exchange Limited w.e.f. 7th July, 2012. Efforts are being made to revoke the suspension of trading

14- ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the contribution made by the employees at all levels enabling the Company to achieve the performance under review.

Your Directors also appreciate the valuable co-operation and continued support extended by the Company''s Bankers, Distributors and various Government authorities for their trust and confidence in the Management of the Company. Finally your Directors are deeply grateful to the members for their continued confidence & faith in the management of the Company

For and on behalf of the Board, Midvalley Entertainment Limited

(Sd/-) (Sd/-) Director Director Place:-Chennai Date:-29.05.2014


Apr 30, 2013

TO ALL MEMBERS

The Directors have pleasure in presenting the Twenty Fourth Annual Report of the Company along with the Audited statement of accounts for the year ended 30th April 2013.

1. FINANCIAL RESULTS

The highlights of the financial results of the Company for the year ended 30-4-2013 compared with the previous year are given below:-

(Rs in lakhs)

Particulars as on 30-04-2013 as on 30-05-2012

Total Income .038 585.83

Profit/QLoss) before Taxation (713.72) (2452.85)

Less :Provision for Taxation

Add/(Less):Provision for deferred taxation 122.99 260.52

Less: Income tax of earlier year

Net profit/(Loss) after tax (590.73) (2192.33)

Add:Profit brought forward (291.41) 1900.93

Amount available for appropriation

Balance carried forward (882.14) (219.41)

The Profit/(Loss) before tax(PBT) for the year was Rs(.713.72) Lakhs as compared to the previous year figure of Rs.(2452.85) Lakhs. The net profit/(Loss) after tax for the year was Rs.(590.73) Lakhs compared to Rs.(2192.33) lakhs last year.

3. DIVIDEND

Considering your Company''s expansion and the necessity to preserve funds for the future business plan of your Company, on a conservative basis, your directors have not recommended any dividend for the year.

4. DIRECTORS

Mr. S.Yuvaraj, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

During the year under review Mr.K.Ramadasan, Director resigned from the office of Directorship, due to his pre commitments.

5. PUBLIC DEPOSITS

During the year your Company has not received any deposits nor renewed any deposit from the public.

6. FOREIGN EXCHANGE EARNINGS & OUTGO

During the year under review the Company has not booked overseas revenue or incurred any expenditure.

7. PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217 OF THE COMPANIES ACT 1956

The particulars required to be given in terms of section 217(l)(e) of the companies Act, 1956 regarding conservation of energy, technology absorption are not applicable to your company.

None of the employees of your company fall under this section 217(2 A).

8. QUALITY MANAGEMENT SYSTEM

The Company continues to lay emphasis on excellence in quality and services and is committed to total customer satisfaction.

9. DIRECTOR''S RESPONSIBILITY STATEMENT

The Directors confirm;

A. That in the preparation of Annual Accounts, the applicable accounting standards have been followed and no material departures have been made.

B. That they 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 year under review.

C. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud & other irregularities.

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

10. CORPORATE4 GOVERNANCE

Your Company will always strive to incorporate appropriate standards for good corporate Governance.

11. AUDITORS

Messrs Venkatesh & Co, Chartered Accountants, Statutory auditors of the Company retire on the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

12. REPLY TO AUDITORS'' QUALIFICATION/OBSERVATION

No provision has been made in the accounts for Gratuity since the payments are made on a cash basis and the necessary provision will be made as and when the liability arises.

No provision has been made for the Debtors, which the management considers, that the debts are realizable.

The company has taken steps subsequently to file income tax returns for the years 2010-11,2011-12 & 2012- 13.

The Media & Entertainment industry is going on a tough phase and the company does not want to incur losses. So, the company has not transacted any business and the management is hopeful of entering into new lines of entertainment industry in the next year. The company has updated the fixed assets register subsequently.

13. PERFORMANCE OF THE COMPANY

During the year the company made a loss of Rs.590.73 lakhs.Previously, the company was in the business of leasing theatres in Tamil nadu and Andhra Pradesh. But, the theatres have only 15% occupancy in a year and leasing of theatres was not a profitable venture. Media & Entertainment Industry is going in a tough phase and the company is cautious in investing money. The company explores various opportunities to utilize funds in other areas of Media & Entertainment Industry,like Distribution,satellite channels and production of T.V serials etc.In the coming years Management is confident of of better growth and profitable revenues.

14. SUSPENSION OF TRADING

Trading was suspended in Bombay Stock Exchange Limited w.e.f. 7th July,201s|. Efforts are being made to revoke the suspension of trading.

15. ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the contribution made by the employees at all levels enabling the Company to achieve the performance under review.

Your Directors also appreciate the valuable co-operation and continued support extended by the Company''s Bankers, Distributors and various Government authorities for their trust and confidence in the Management of the Company. Finally your Directors are deeply grateful to the members for their continued confidence & faith in the management of the Company.

For and on behalf of the Board

For Midvalley Entertainment Limited

Sd/- Sd/-

Place: Chennai K Murugavel S.Yuvaraj

Date: 1.10.2013 Executive Director & COO Director


May 31, 2012

TO ALL MEMBERS

The Directors have pleasure in presenting the Twenty third Annual Report of the Company along with the Audited statement of accounts for the year ended 31st May 2012.

1. FINANCIAL RESULTS

The highlights of the financial results of the Company for the year ended 31-5-2012 (13 months) compared with the previous year are given below:-

(Rs in lakhs)

PARTICULARS AS ON 31-05-2012 AS ON 30-04-2011

Total Income 585.83 1891.77

Profit /(Loss) before Taxation -2452.85 42.40

Less:Provision for Taxation - 8.65

Add/(Less):Provision for deferred taxation -260.52 29.45

Less: Income tax of earlier year - -

Net profit/ (Loss) after tax -2192.33 4.30

Add:Profit brought forward 1900.93 1896.62

Amount available for appropriation - -

Balance carried forward -219.41 1900.93

The Profit/ (Loss) before tax (PBT) for the year was Rs. (2452.85) Lakhs as compared to the previous year figure of Rs. 42.40 Lakhs. The net profit/ (Loss) after tax for the year was Rs.(2192.33) Lakhs compared to profit of Rs. 4.30 lakhs last year.

3. DIVIDEND

Considering your Company''s expansion and the necessity to preserve funds for the future business plan of your Company, on a conservative basis, your directors have not recommended any dividend for the year.

4. DIRECTORS

Mr. R. Chandrasegaran and Mr. Harakchand Kamal Nayan, Directors retires by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

5. PUBLIC DEPOSITS

During the year your Company has not received any deposits nor renewed any deposit from the public. ,

6. FOREIGN EXCHANGE EARNINGS & OUTGO

During the year under review the Company has not booked overseas revenue or incurred any expenditure.

7. PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217 OF THE COMPANIES ACT 1956

The particulars required to be given in terms of section 217(l)(e) of the companies Act, 195 6 regarding conservation of energy, technology absorption are not applicable to your company.

None of the employees of your company fall under this section 217(2A).

8. QUALITY MANAGEMENT SYSTEM

The Company continues to lay emphasis on excellence in quality and services and is committed to total customer satisfaction.

9. DIRECTOR''S RESPONSIBILITY STATEMENT The Directors confirm;

A. That in the preparation of Annual Accounts, the applicable accounting standards have been followed and no material departures have been made.

B. That they 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 year under review.

C. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud & other irregularities.

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

10. CORPORATE GOVERNANCE

Your Company will always strive to incorporate appropriate standards for good corporate Governance.

11. AUDITORS

Messrs Venkatesh & Co, Chartered Accountants, Statutory auditors of the Company retire on the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

12. REPLY TO AUDITORS'' QUALIFICATION/OBSERVATION

No provision has been made in the accounts for Gratuity since the payments are made on cash basis and the necessary provision will be made as and when the liability arises.

During the year the company written off debtors to the tune of Rs. 19.31 Crores as the management felt that the same cannot be realized due to various reasons.

The Fixed assets register has been updated subsequently

13. CHANGE IN ACCOUNTING PERIOD

The Financial year of the Company was extended beyond 12 months and the accounts were made for 13 months period ended 31st May2012.

14. ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the contribution made by the employees at all levels enabling the Company to achieve the performance under review. Your Directors also appreciate the valuable co-operation and continued support extended by the Company''s Bankers, Distributors and various Government authorities for their trust and confidence in the Management of the Company. Finally your Directors are deeply grateful to the members for their continued confidence & faith in the management of the Company.

For and on behalf of the Board

For Midvalley Entertainment Limited

Sd/- sd/-

Place: Chennai K Murugavel Harakchand Kamal Nayan

Date: 27.12.2012 Executive Director & COO Director

 
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