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Directors Report of Sungold Capital Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in submitting their 22nd Annual Report and Account for the year ended on 31st March, 2014.

FINANCIAL RESULTS:

PARTICULARS YEAR ENDED YEAR ENDED 31-03-2014 31-03-2013 (RS. IN LACS) (RS. IN LACS)

Sales & Other Income from Operation 87.94 72.48

Other Income 1.60 1.00

Total Expenditure 80.23 64.22

Profit before Depreciation 9.30 9.26

Depreciation 0.66 1.05

Profit before Tax 8.65 8.21

Provision for Taxation 2.69 2.77

Net Profit after Tax 5.95 5.44



DIVIDEND:

With a view to conserve the financial resources for the future operation and proposed expansion activities of the company, the directors have thought if prudent not to recommend any dividend for the year ended 31st March, 2014.

PERFORMANCE OF THE COMPANY:

Despite of the adverse economic situation, Directors of the Company have made effort to improve the net income of the Company to it''s their best possible extend.

CONSOLIDATED FINANCIAL STATEMENT:

The audited consolidated financial statements of your Company as on 31st March, 2014 , which forms the part of the annual report , have been prepared pursuant to clause 41 of the Listing Agreement entered with the Stock Exchange, in accordance with the provisions of the Companies Act, 1956 and Accounting Standards AS -21 on Consolidated Financial Statements.

DIRECTOR:

In terms of the provisions of the Companies Act, 2013, Mr. Sharad Gandhi retires by rotation and being eligible for re-appointment.

The Company have received declaration from Mr. Keyur Gandhi (DIN No: 03494183), Mr. Rafiullahkhan Pathan (DIN No: 01779253), Anand Kapatel (DIN No: 05338189) Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under sub - section (6) of the Section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement with the Stock Exchanges.

Mr. Keyur Gandhi (DIN No: 03494183) & Mr. Rafiullahkhan Pathan (DIN No: 01779253) filed their resignation with the Company on 21.08.2014.

Mr. Uma Maheswararao Sikhinam (DIN No: 02914295), Ms. Anoma Contractor (DIN No: 02620016) and Mr. Harish Laddha (DIN No: 06938422) were appointed w.e.f. 21.08.2014, 2014 as an Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under sub - section (6) of the Section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement with the Stock Exchanges.

Brief details of Directors proposed to be appointed/re-appointed as required under clause 49 of the Listing Agreement are provided in the Notice of Annual General Meeting forming part of this Annual Report.

FIXED DEPOSITS:

The company has not accepted any fixed deposits from general public.

AUDITORS:

R. K. Somani & Associates, Chartered Accountants, Mumbai (FRN:-118666W), hold office upto the date of conclusion of the ensuing Annual General Meeting. In view of his pre- occupation schedule and on the recommendation of the Audit Committee, the Board of Directors at its meeting held on August 21, 2014, appointed M/s. Rakesh Parmar & Co., Chartered Accountant (FRN: 134967W), as the Statutory Auditor of the Company for the term of five years i.e from this financial Year 2014-2015 to financial year 2018-2019 and to hold office till the conclusion of twenty seventh Annual General Meeting of the Company.

KEY MANGERIAL PERSONNEL:

In terms of Section 203 of the Companies Act, 2013, Mr. Rajiv Kotia, Managing Director & CEO of the Company continues to hold the office, Mr. Ushik Gala, is appointed as a CFO of the Company w.e.f. 21.08.2014, and Mr. Uday Sawant is hereby appointed as Company Secretary and Compliance officer of the Company w.e.f. 21.08.2014 which constitutes the KMPs of the Company.

PERSONNEL:

During the year under review, there was no employee in receipt of any remuneration in excess of the limits prescribed in Section 217 (2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTOR''S RESPONSIBILITY STATEMENT:

The Board of Directors of the Company confirms:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

- That the selected accounting policies were applied consistently and the directors made judgments and estimated that are reasonable and prudent so as to give a true and fair view of the state affairs of the company as at March 31, 2014 and of the profit or loss of the company for the year ended on that date.

- That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance, with the provisions of the Companies Act, 1956 for safeguarding assets of the company and for preventing and detecting fraud and other irregularities.

- That the annual account has been prepared on a going concern basis.

CONSERAVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING & OUTSTANDING:

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the forgoing matters is given here under.

1. Conversation of energy Nil

2. Technology absorption, research & dev. Nil

3. Foreign Exchange earning & outgoing Nil

LISTING OF EQUITY SHARES:

The equity shares of your Company are listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and Ahmedabad Stock Exchange Limited (ASE).

NEW INITIATIVE:

You''re Company, as mentioned in Management Discussion and Analysis Report has completed the Fashion Calendar 2014-2015 and successful launched the calendar on leading Gujarati news channels namely: GTPL. And Gujarat Samachar.

DETAILS OF SUBSIDIARIES:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

Details of major subsidiaries of the Company are covered in Management''s Discussion and Analysis Report forming part of the Annual Report.

RBI GUIDELINES:

Your Company has complied with all the RBI guidelines and norms, as applicable.

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 Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

CHANGE OF REGISTER OFFICE OF THE COMPANY:

During the year the Company shifted from 41, Green Villa Complex, Near H.B. Kapadia School, Gurukul Road, Ahmedabad – 380052 to 8- I, Vardan Exclusive, Nr. Vimal House, Stadium Road, Navrangpura, Ahmedabad – 380009 vide its Board Meeting dated 11.10.2013.

FORMATION OF VARIOUS COMMITTEES:

Details of various committees which have been constituted and reconstituted by the Board of Directors as per the provision of Clause 49 of the Listing Agreement and Companies Act, 2013 are given in the Corporate Governance Report forming the part of Annual Report separately.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

A detailed chapter on "Management Discussion and Analysis Report" pursuant to clause 49 of the Listing Agreement is given elsewhere in Annual Report separately.

ACKNOWLEDGEMENT:

Your Director would like to put on record their grateful appreciation for the assistance and co-operation received from the Bankers of the Company, valued Customers of the Company, Ahmedabad Stock Exchange and Bombay Stock Exchange and various Government and semi – government authorities, agencies and offices.

Your Directors would like to put on record with thanks their deep sense of appreciation for assistance, diligence and co- operation of the executives and staff of the Company.

For and on behalf of the Board Place: Ahmedabad Date: 21.08.2014 Mr. Rajiv Kotia Chairman & Managing Director


Mar 31, 2013

The Directors have pleasure in submitting their 21st Annual Report and Accounts for the year ended on 31st March, 2013.

FINANCIAL RESULTS:

(Rs. in Lacs)_ Particulars Year ended 31st Year ended 31st March, 2013 March, 2012

Sales & Other Income from Operation 72.48 113.13

Other Income 1.00 1.21 Total Expenditure 64.22 110.72

Profit before Depreciation 9.26 3.62

Depreciation 1.05 1.10

Profit before Tax 8.21 2.52

Provision for Taxation 2.77 0.69

Net Profit after Tax 5.44 1.83

PERFORMANCE:

During the year under review, the company has earned a Net Profit after Tax Rs. 5.44 Lacs.

DIVIDEND:

With a view to conserve the financial resources for the future operation and proposed expansion activities of the company, the directors have thought if prudent not to recommend any dividend for the year ended 31st March, 2013.

EMPLOYEES:

The Company does not have any employee in the category as specified under Section 217(2A) of the Companies Act, 1956.

DIRECTORS:

Mr. Ashok Modi is eligible to retire by rotation and being eligible offered himself for re-appointment.

Mr. Anand Ashokkumar Kapatel, additional director has given notice to the company as to his willingness to be appointed as Director of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, the Directors report that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

iii) 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) The Directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS:

The company has not accepted any fixed deposits from general public within the purview of Section 58A, of the Companies Act, 1956, during the year under review.

AUDITORS:

M/s R. K. Somani & Associates ; Chartered Accountants, Mumbai retires as Auditors of the Company at the conclusion of the ensuing Annual General and being, eligible, offer themselves for re- appointment.

LISTING OF EQUITY SHARES:

The equity shares of your Company are listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and Ahmedabad Stock Exchange Limited (ASE).

CONSERVATION OF ENERGY, TECHNOLOGY ABORPTION & FOREIGN EXCHANGE EARNING & OUTGOING:

Information pursuant to Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the foregoing matters is given hereunder.

a) Conservation of energy Nil

b) Technology absorption, research & development Nil

c) Foreign Exchange earning & outgoings Nil

NEW INITIATIVE:

Your Company, as mentioned in Management Discussion and Analysis Report has completed the dubbing of Gujarati Feature Film under the production of its Division Sungold Entertainment into Hindi. Besides this company is also planning to work on new unnamed Film projects in Gujarati, Hindi & Telugu Languages. The Entertainment division has entered into association with GTPL. Also it has completed the Fashion Calendar Shoot for 2013-2014.

DETAILS OF SUBSIDIARIES:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

Details of major subsidiaries of the Company are covered in Management''s Discussion and Analysis Report forming part of the Annual Report.

DEMERGER:

Your company is proposing for approval of Demerger of its division Sungold Entertainment into Sungold Entertainment Limited. Company has taken this step to improvise the business and functions of Entertainment Division. As the Division has so many new projects and various upcoming events in a pipeline so as to seeing the expansion and growth of the business it was felt necessary by the directors of the company to demerge it and make it a separate entity to make the full utilization of resources. The business of entertainment division needs a large space and manpower that''s why your directors propose to demerge the division of the company.

RBI GUIDELINES:

Your Company has complied with all the RBI guidelines and norms, as applicable.

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 Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the subsidiaries, Shree Krishna Infrastructure Limited & Shree Krishna Holiday Home & farms Limited, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Place: Ahmedabad

Date: 28/05/ 2013 Mr. Rajiv Kotia

Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in submitting their 20th Annual Report and Accounts for the year ended on 31st March, 2012.

FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars Year ended 31st Year ended 31st March, 2012 March, 2011

Sales & Other Income from Operation 113.13 17.58

Other Income 1.21 1.00

Total Expenditure 110.72 16.52

Profit before Depreciation 3.62 2.06

Depreciation 1.10 0.31

Profit before Tax 2.52 1.75

Provision for Taxation 0.69 0.54

Net Profit after Tax 1.83 1.21

PERFORMANCE:

During the year under review, the company has earned a Net Profit after Tax Rs. 1.83 Lacs.

DIVIDEND:

With a view to conserve the financial resources for the future operation and proposed expansion activities of the company, the directors have thought if prudent not to recommend any dividend for the year ended 31st March, 2012.

EMPLOYEES:

The Company does not have any employee in the category as specified under Section 217(2A) of the Companies Act, 1956.

DIRECTORS:

Mr. Sharad Gandhi is eligible to retire by rotation and being offered himself for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, the Directors report that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

iii) 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) The Directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS:

The company has not accepted any fixed deposits from general public within the purview of Section 58A, of the Companies Act, 1956, during the year under review.

AUDITORS:

M/s R. K. Somani & Associates ; Chartered Accountants, Mumbai retires as Auditors of the Company at the conclusion of the ensuing Annual General and being, eligible, offer themselves for re- appointment.

LISTING OF EQUITY SHARES:

The equity shares of your Company are listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and Ahmedabad Stock Exchange Limited (ASE).

CONSERVATION OF ENERGY, TECHNOLOGY ABORPTION & FOREIGN EXCHANGE EARNING & OUTGOING:

Information pursuant to Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the foregoing matters is given hereunder.

a) Conservation of energy Nil

b) Technology absorption, research & development Nil

c) Foreign Exchange earning & outgoings Nil

NEW INITIATIVE:

You're Company, as mentioned in Management Discussion and Analysis Report has completed the dubbing of Gujarati Feature Film under the production of its Division Sungold Entertainment into Hindi. Besides this company is also planning to work on new unnamed Film projects in Gujarati, Hindi & Telugu Languages. Company has organized the drama play "Gulam Raja ne Hu", which was appreciated by many people. The Company is in process of acquisition new pharma division known as "Onix Pharma". As a new initiative in pharmaceutical.

HIGH COURT ORDER ON SCHEME OF AMALGAMTION:

Your Company has received the approval for the Scheme of Amalgamation of Magic Touch Infotech limited with Sungold Capital Limited. The Hon'ble High Court of Gujarat at Ahmedabad sanctioned the Scheme of Amalgamation of Magic Touch Infotech with your Company as on 20th day of March, 2012.

DETAILS OF SUBSIDIARIES:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

Details of major subsidiaries of the Company are covered in Management's Discussion and Analysis Report forming part of the Annual Report.

DEMERGER:

Your company is proposing for approval of Demerger of its division Sungold Entertainment into Sungold Entertainment Limited. Company has taken this step to improvise the business and functions of Entertainment Division. As the Division has so many new projects and various upcoming events in a pipeline so as to seeing the expansion and growth of the business it was felt necessary by the directors of the company to demerge it and make it a separate entity to make the full utilization of resources. The business of entertainment division needs a large space and manpower that's why your directors propose to demerge the division of the company.

RBI GUIDELINES:

Your Company has complied with all the RBI guidelines and norms, as applicable.

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 Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the subsidiaries, Shree Krishna Infrastructure Limited & Shree Krishna Holiday Home & farms Limited, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company. For and on behalf of the Board of Directors

For and on behalf of the Board of Directors

Place: Ahmedabad

Date : 17th July, 2012 Mr. Rajiv Kotia

Chairman & Managing Director


Mar 31, 2011

The Directors have pleasure in submitting their 19th Annual Report and Accounts for the year ended on 31st March, 2011.

(Rs in Lacs) Particulars Year ended 31st Year ended 31st March, 2011 March, 2010

Sales & Other Income from

Operation 17.58 15.07

Other Income 1.00 18.25

Total Expenditure 16.52 30.75

Profit before Depreciation 2.06 2.57

Depreciation 0.31 0.22

Profit before Tax 1.75 2.35

Provision for Taxation 0.54 (4.81)

-Net Profit after Tax 1.21 7.16

During the year under review, the company has earned a Net Profit after Tax Rs. 1.21 Lacs.

With a view to conserve the financial resources for the future operation and proposed expansion activities of the company, the directors have thought if prudent not to recommend any dividend for the year ended 31st March, 2011.

Information on particulars of Employees' Remuneration as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not applicable to the company as there were no employees drawing a Salary of Rs. 2,00,000 or more per month.

Mr. Ashok Modi is eligible to retire by rotation and being offered himself for re-appointment.

APPOINTMENT OF ADDITIONAL DIRECTORS:

The Board approved the appointment of Mr. Rafiullah Khan Pathan, Mr. Naresh Kumar Modi, & Mr. Keyur Gandhi as an Additional Directors u/s 260 of Companies Act , 1956.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, the Directors report that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

iii) 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) The Directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS:

The company has not accepted any fixed deposits from general public within the purview of Section 58A, of the Companies Act, 1956, during the year under review.

AUDITORS:

Then the Chairman informed that the auditors of the Company Samria & Co, Chartered Accountants retire at the conclusion of this meeting and he had expressed his unwillingness to be continued as auditor of the Company. The Board has received confirmation from M/s R. K. Somani & Associates, Chartered Accountant of Mumbai that if he be and hereby appointed as auditor of the company his appointment would be within the limit described under section 224 (1B) of the Companies Act, 1956.

LISTING OF EQUITY SHARES:

The equity shares of your Company are listed on the Bombay Stock Exchange, Mumbai (BSE) and Ahmedabad Stock Exchange Limited (ASE).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING & OUTGOINGS:

Information pursuant to Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the foregoing matters is given hereunder.

a) Conservation of energy Nil

b) Technology absorption, research & development Nil

c) Foreign Exchange earning & outgoings Nil

NEW INITIATIVE:

You're Company, as mentioned in Management Discussion and Analysis Report has started dubbing of Gujarati Feature Film under the production of its Division Sungold Entertainment into Hindi. Besides this company is also planning to work on new unnamed Film projects in Gujarati, Hindi & Telugu Languages. Company is also organizing a Drama Play on innovative subject.

HIGH COURT ORDER ON SCHEME OF AMALGAMATION:

Your Company received High Court Order dated 21st July 2011 after submission of Application to Court pursuant to Scheme of Amalgamation between Magic Touch Infotech Limited (a "Transferor Company") & Sungold Capital Limited (a "Transferee Company") u/s 391-394 of Companies Act 1956.

DETAILS OF SUBSIDIARIES:

The audited statements of accounts for the year ended 31st March, 2011 of Shree Krishna Holiday Home and Farms Limited and Shree Krishna Infrastructure Limited the subsidiary companies together with Auditor's Report and Director's report as required pursuant to section 212 of the Companies Act, 1956, are attached. The Consolidated Financial Results represents of those Sun gold Capital Limited and its subsidiaries, viz. Shree Krishna Holiday Home and Farms Limited and Shree Krishna Infrastructure Limited. The Company has consolidated its results based on the Accounting Standard on Consolidation of Financial Statements (AS-21) and Accounting Standard on Accounting for Investments in Associates in Consolidation of Financial Statements (AS-23) issued by the Institute of Chartered Accountants of India.

DEMERGER:

Your company is proposing for approval of Demerger of its division Sungold Entertainment into Sungold Entertainment Limited. Company has taken this step to improvise the business and functions of Entertainment Division. As the Division has so many new projects and various upcoming events in a pipeline so as to seeing the expansion and growth of the business it was felt necessary by the directors of the company to demerge it and make it a separate entity to make the full utilization of resources. The business of entertainment division needs a large space and manpower that's why your directors propose to demerge the division of the company.

RBI GUIDELINES:

Your Company has complied with all the RBI guidelines and norms, as applicable.

CORPORATE GOVERNANCE

Your Company's philosophy on corporate Governance is attainment of the higher level of transparency, accountability and equity in all spheres of operations, interactions with the shareholders, employees, government and others.

ACKNOWLEDGEMENT:

Your Directors express their gratitude toward the Company's customer, shareholders, and business partners' viz. distributors for their understanding and support.

Your Directors also record their appreciation and gratitude to Financial Institutions and Bankers for their continual and timely assistance. Finally, your Directors acknowledge the dedicated services rendered by all employees of the Company.

For and on behalf of the

Board of Directors

Place: Ahmedabad, Mr. Rajiv Kotia

Date: 22nd August, 2011 Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in submitting their 18th Annual Report and Accounts for the year ended on 31st March, 2010.

FINANCIAL RESULTS

(Rs in Lacs)

Particulars Year ended 31st Year ended 31st

March, 2010 March, 2009

Sales & Other Income from Operation 15.07 56.75

Other Income 18.25 54.00

Total Expenditure 30.75 56.74

Profit before Depreciation 2.57 56.38

Depreciation 0.22 0.87

Profit before Tax 2.35 55.51

Provision for Taxation (4.81) 6.37

Net Profit after Tax 7.16 48.76



PERFORMANCE

During the year under review, the company has earned a Net Profit after Tax Rs. 7.16 Lacs.

DIVIDEND

With a view to conserve the financial resources for the future operation and proposed expansion activities of the company, the directors have thought if prudent not to recommend any dividend for the year ended 31st March, 2010.

EMPLOYEES

Information on particulars of Employees Remuneration as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not applicable to the company as there were no employees drawing a Salary of Rs. 2,00,000 or more per month.

DIRECTORS

Mr. Sharad Gandhi is eligible to retire by rotation and being offered himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, the Directors report that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

iii) 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) The Directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

The company has not accepted any fixed deposits from general public within the purview of Section 58A of the Companies Act, 1956, during the year under review.

AUDITORS

M/s Samria & Co., Chartered Accountants, Mumbai, the Statutory Auditor of the Company, retires at the conclusion of the ensuring Annual General Meeting and has expressed their willingness for re-appointment. M/s. Samria & Co., Chartered Accountants, Mumbai have confirmed that the appointment, if made, will be with in accordance with the limits prescribed under Section 224 (IB) of the Companies Act, 1956.

LISTING OF EQUITY SHARES:

The equity shares of your Company are listed on the Bombay Stock Exchange, Mumbai (BSE) and Ahmedabad Stock Exchange Limited.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING & OUTGOINGS:

Information pursuant to Section 217 (l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the foregoing matters is given hereunder.



a) Conservation of energy Nil

b) Technology absorption, research & development Nil

c) Foreign Exchange earning & outgoings Nil



NEW INITIATIVE:

Youre Company, as mentioned in Management Discussion and Analysis Report has started filming of two new movies.

SHCHEME OF AMALGAMATION:

Your Directors at a Board meeting passed a resolution and by which it was approved the exchange Ratio, proposed by independent valuer, M/s. Lunia & Co., Chartered Accountant. The value of Sungold Capital Limited (Transferee Company) has l(one) equity share of Rs. 10/-each will be given to transferor company for every 10 shares of Rs. 1/- each held by shareholders of Magic Touch InfotechLimited(Transferor Company).

RBI GUIDELINES:

Your Company has complied with all the RBI guidelines and norms, as applicable.

CORPORATE GOVERNANCE

Your Companys philosophy on corporate Governance is attainment of the higher level of transparency, accountability and equity in all spheres of operations, interactions with the shareholders, employees, government and others.

ACKNOWLEDGEMENT:

Your Directors express their gratitude toward the Companys customer, shareholders, and business partners viz. distributors for their understanding and support.

Your Directors also record their appreciation and gratitude to Financial Institutions and Bankers for their continual and timely assistance. Finally, your Directors acknowledge the dedicated services rendered by all employees of the Company.

For and on behalf of the

Board of Directors

Place: Ahmedabad, Rajiv Kotia

Date: 31st July, 2010 Chairman & Managing Director



 
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