Directors Report of Moving Picture Company (India) Ltd.

Mar 31, 2015

The Directors have pleasure in presenting their 26th Annual Report of the Company along with Audited Accounts for the Financial Year ended 31 st March 2015.

1. FINANCIAL RESULTS:

The Company's financial performance is given hereunder:

(Rs.)

Particulars Financial Year ended Financial Year ended 31.03.2015 31.03.2014

Sales & other income 0 1,21,895

Profit before tax (11,32,545.87) (60,70,030.04)

Less Provision of Tax 0 12,82,800

Profit after tax (11,32,545.87) (73,52,830.04)

Appropriations:

Equity Dividend

(i) Interim 0 0

(ii) Final 0 0

Corporate Tax on Dividend

(i) Interim 0 0

(ii) Final 0 0

Transfer from Debenture Redemption Reserve 0 0

Balance of profit brought forward from previous year (2,193,07,951.56) (2,119,55,121.52)

Balance carried to Balance Sheet (2,563,20,053.50) (219,307,951.56)

During the year under review, the company has not earned net profit.

2. DIVIDEND:

Due to loss incurred by the Company during the financial year, the Board has not recommended any dividend for the year ended 31st March 2015.

3. RESERVES

No amount is proposed to be transferred to General Reserves for the financial year 2014-15.

4. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR

The Company is engaged in production of TV Serial Making. During the year, some of the major operations of the Company had been substantially reduced, the performance of the Company is expected to be better in the coming years.

5. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the company during the financial year under review.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, no material or serious observations has been received from the Internal Auditors of the Company regarding inefficiency or inadequacy of such control.

8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has no Subsidiary/Joint Ventures/Associate Companies.

9. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

The Company has no Subsidiary/ Joint Ventures/Associate Companies.

10. DEPOSITS

The Company has not accepted any deposits during the financial year under review.

11. AUDITOR'S AND THEIR REPORT

Your Directors request that the appointment of M/s K. L. Datta & Co., Chartered Accountants needs to be ratified at their annual general meeting and being eligible offers themselves for ratification. The Company has received a certificate from the auditors to the effect that their ratification if made, would be in accordance with the provision of section 141 of the Companies Act 2013.

Comments of the Auditors in their report and the notes forming part of the Accounts, are self explanatory and need no comments. During the year under review, the auditor needs not to be routed as they have not completed the tenure of 3 years.

12. COST AUDITOR'S AND THEIR REPORT

The Concept of Cost Audit is not applicable to the Company.

13. APPOINTMENT OF SECRETARIAL AUDITORS AND THEIR REPORT

The Company has appointed M/s Himanshu Sharma & Associates, Company Secretaries to hold the office of the Secretarial Auditors and to conduct the Secretarial Audit Report and the Secretarial audit Report (Form No. MR.3) is being attached with the Directors report which is self explanatory and needs no comments. (Attached as Annexure - I)

14. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

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

15. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from M/s Himanshu Sharma & Associates, Company Secretaries of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

16. SHARE CAPITAL

A) Issue of equity shares with differential rights

The Company has not issued equity shares with differential rights.

B) Issue of sweat equity shares

The Company has not issued sweat equity shares.

C) Issue of employee stock options

The Company has not issued employee stock options.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees Since shares of the Company has not purchased by the employees or trustees for their benefits therefore there is no requirement for the provision of money to be made by the Company for the same purpose.

17. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT - 9. (Attached as Annexure - II)

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL :

A) Changes in Directors and Key Managerial Personnel

The Board consists of non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.

There was no change in the Board of the Company.

During the year Ms. Kirti Gaind, Company Secretary resigned w.e.f 30th May 2015, Ms. Anju Rawat was appointed w.e.f 08 August 2014 as Company Secretary in place of Ms. Kirti Gaind, Ms. Anju Rawat resigned from the post of Company Secretary w.e.f 12 January 2015 and Mr. Purushotam Pandey was appointed as Company Secretary w.e.f. 30 January 2015 and resigned w.e.f 30 March 2015 and appointed Mr. Manish Chopra w.e.f 30 march 2015.

B) Declaration by an Independent Director(s) and re- appointment, if any

The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of Section 149 of the Companies Act, 2013. The Board confirms that the said independent directors meet the criteria as laid down under the Companies Act, 2013.

The Board proposes the terms of 5 years for the independent directors and they shall not be liable to retire by rotation.

C) Formal Annual Evaluation

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

- Attendance of Board Meetings and Board Committee Meetings

- Quality of contribution to Board deliberations

- Strategic perspectives or inputs regarding future growth of Company and its performance

- Providing perspectives and feedback going beyond information provided by the management

- Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met five times during the financial year 2014-15 on 9th April 2014, 8th August 2014,15 November 2014, 30th January 2015 and 30th March 2015 as detailed in the Corporate Governance Report.

20. MANAGERIAL REMUNERATION:

The Company did not have any employee falling under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Since no director of the Company was in receipt of any remuneration or commission therefore the company is not required to make disclosure under the applicable provisions of the Companies Act, 2013.

21. DISCLOSURE REGARDING VARIOUS COMMITTEES:

There are currently three Committee of the Board which are as follows :

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders' Relationship Committee

Details of all the Committees along with their composition, charters and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

22. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report forming part of annual report

23. RISK MANAGEMENT POLICY

In terms of new provision of Clause 49 & contemporary practices of good corporate governance, Company has developed the policies & procedures to assess the risk associated with the company and minimization thereof and periodically informed the Board of Directors for their review to ensure that the executive management, controls the risk in accordance with defined policies and procedures adopted by the company.

24. LISTING

The shares of the Company are listed at Ahmedabad, Delhi, Calcutta and Bombay Stock Exchange Ltd.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since the Company is not meeting any criteria laid down under Section 135(1) of the Companies Act, 2013, the Company is not required to constitute Corporate Social Responsibility Committee and also not required to contribute any amount towards the Corporate Social Responsibility Activities.

26. DISCLOSURE UDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the workplace (Prevention, Prohibition, Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No compliant has been received in this regard.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186: - Nil

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:-

The Company has not entered any contract or made any arrangement with the related parties during the financial year.

29. 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 were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

30. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace .During the year Company has not received any complaint of harassment.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of energy : N.A.

(B) Technology absorption : N.A.

(C) Foreign exchange earnings and Outgo: N.A.

32. DIRECTORS' RESPONSIBILITY STATEMENT:

The Board hereby affirms:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(ej the directors had laid down internal financial controls to be followed by the company and that such internal financial control are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from the Government of India, various state governments, the Banks/financial institutions and other stakeholders such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company's success. The Directors look forward to their continued support in future.

By Order of the Board of Directors

For MOVING PICTURE COMPANY (INDIA) LIMITED

Ramesh Sharma Bhim Sain Goyal

Director Director

DIN: 00021655 DIN: 02139510

Place: New Delhi

Date : 14/08/2015

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Mar 31, 2009

The Directors have pleasure in presenting the Annual Reporl-2009 and the audited financial accounts for the Year ended March 31. 2009.

FINANCIAL RESULTS (Rs, In Lacs)

Year ended March 31 2009 2008

Turnover 465.40 728.39

Profit (loss) before depreciation

Interest and Tax (384.17) (71.96)

Financial Charges 6.92 21.73

Depreciation on Media Archive library 160.95 0.00

Depreciation on other assets 31.51 19.96

Deferred Tax Assets charged to Revenue 288.84 0.00

Act Profit (Loss). (879.87) (215.93)

Paid un Capital 1321.37 1321.37

Pernings per Share (6.66) (2.35)

Kook Value per Share 10.26 16.63

DIVIDEND

Hoard has not recommended any divided for the year ended March 31. 2009

OPERATIONS

During the year some of the major programmes. Produced/teleeast/sold by the Company were:

1. MTV Stripped: Weekly show based on life of TV Stars every Friday at 7.00 P.M. on MTV.

2. Filmy Cocktail: weekly show of Bollywood Gossip and Gyaan every Sunday at 8:30 pm & Friday 6:30 pm. on FILMY

3. Biographies; A series of Biographies on Bollywoods most accomplished and respected artists, a weekly show on ZOOM.

4. Bollywood Casefiles: BOLLYWOOD fasciites is an original investigative series that takes on the scandals, rumors and distracting mysteries that have rocked the film industry a two days a week show on ZOOM.

5. Jabardast .janamdin-Amitabh Bachchan: Special 6 episode series highlighting the journey of legend. The humble beginning to being called the "angry young man" and now the star of the millennium on STAR GOLD.

6. Chandni Chowk To Bollywood - A Journey Of A Superstar: A seven week long festival of best of blockbuster movies of Akshay Kumar culminates in a star studded event on STAR GOLD.

7. KLUB MI : A talent hunt that spotlights the hottest up-and-coming talent from around the country to select the FIRST EVER MOVIE JOCKEY on Zee Cinema

8. Sabse Favourite Kaun 08-09: 6th edition of "SABSE FAVORITE KAUN". One of the most awaited Award Functions in Bollywood, where the (favorites are chosen by audiences

9. B News - a two days a week for ZEE MUSIC Channel, which evinces great interest in the audience.

10. Extra Shots- a series for SONY SET MAX Channel, which evinces great interest in the audience.

In addition. Company also produced several corporate films for reputed business houses and other programming for Government Ministries departments.

DIRECTORS

Mr. P.L.. Kapur. Director of the Company retires by rotation and being eligible, offers himself for re-appointment.

The particulars of Mr. PL. Kapur. as arc required to be circulated to the shareholders in compliance with clause 49 of the Listing Agreement, are as follows:

Mr P.L. Kapur was appointed as a director of the Company by the Board at its meeting held on July 16. 2001. Mr. Kapur is a Chartered accountant with over 33 years of experience in finance and Accounts. Banking. Corporate Laws. Exchange control and Tax Matters. He is also the Chairman of Audit Committee of the Board.

Mr. Pankaj Agrawal. Director of the Company retires by rotation and being eligible, offers himself for re-appointment.

The particulars of Mr. Pankaj Agrawal. as are required to be circulated to the shareholders in compliance with clause 49 of the Listing Agreement, are as follows:

Mr. Pankaj Agrawal was appointed as a Director of the Company at its meeting held on 23rd June. 2004. Mr. Pankaj Agrawal is a Chartered Accountant having more than two decades of experience in finance/He has. worked with a large international bank.

Directors recommend re-appointment of Mr, P. L. Kapur and Mr. Pankaj Argawal as directors of the Company.

SECRETARIAL AUDIT

As directed by the Securities and Exchange Hoard of India (SEBI). Secretarial Audit is being carried out at the specified periodicity by a Practising ( Company Secretary. The findings of the Secretarial Audit were satisfactory.

DIRECTORS RESPONSIBILITY STATEMENT

The Board hereby affirms:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures:

ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that arc 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 and loss of the Company for that year:

iii) that the directors 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:

iv) that the directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s. Uberoi Sood & Kapoor. Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment. The Company has received a certificate from them to the effect that their appointment, if made, shall be within the limits prescribed under section 224(1B) of the Companies Act, 1956.

Their appointment has been recommended by the Audit Committee at its meeting held on September 2, 2009 necessary resolution is being placed before the shareholders for approval.

AUDITORS REPORT

The observations of the Auditors are self-explanatory and therefore, do not call for any further comments.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Information pursuant to Section 217(I)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules. 1988, relating to the Conservation of Energy and Technology Absorption is not applicable to our Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs. In Lacs)

FOR THE YEAR ENDED 31ST MARCH, 2009 31ST MARCH, 2008

(A) Total Foreign Exchange Earned 0.88 22.49 (B) Total Foreign Exchange Used 5.60 3.90

PERSONNEL

There arc no employees of the Company in respect of whom information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules. 1975, is required to be given.

ACKNOWLEDGEMENT

The Board wishes to record its appreciation of all the efforts put in by the shareholders, staff, business clients, bankers and associates of the Company. who have been supportive of the Company during the year.

Regd. Office: F8, First Floor, 102 By Order of the Board

Maharani Plaza, Nafed Complex

Ashran Chowk, New Delhi - 110 014

Date: September 2. 2009 Sd/-

RAMESH SHARMA

Chairman