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Directors Report of Tips Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Nineteenth Annual Report along with the Audited Financial Statements for the financial year ended March 31,2015. The Management Discussion and Analysis is also included in this Report.

OVERVIEW OF THE ECONOMY:

The Global economy continued with its challenge of building strong growth. According to the International Monetary Fund (IMF), the world global output for the year 2014 grew by a modest 3.4 percent, same as 2013. Complex factors like the geo-political situation in Ukraine and the Middle East and uncertainty in Greece impacted growth. Another key event in the year was the dramatic fall in international oil prices, particularly since September2014. This had a positive impact, driving consumption and reducing prices.

In India, the year 2014 was a year that will be remembered as a year of structural reforms. The new government initiated several reforms in core sectors like banking, insurance, infrastructure and defence. These had a positive cascading impact across sectors and industries. Investor and consumer confidence revived remarkably during the year. Moreover, with the new methodology for measuring GDP growth, the Indian GDP growth was revised to 7.3 per cent for the year 2014-15 compared to 6.9 percent in the year 2013-14. Inflation remained at benign levels, falling to around 5 per cent toward the latter half of the year due totalling oil prices and below 5 per cent in April 2015.

THE INDIAN MEDIA AND ENTERTAINMENT INDUSTRY:

The overall sentiments in the Indian M&E industry reflected the renewed positivity and optimism of the Indian economy. There were many positive developments for the M&E industry during the year. Digitisation continues with its rapid strides penetrating deeper into rural areas, helped by proliferation of low-cost smart devices and falling internet costs. One of the highlights of the year was the announcement of DIGITAL INDIA initiative by the government. A programme aimed at digitally empowering the society and knowledge economy.

The M&E industry grew by 11.7 percent in 2014 to US$ 1,026 billion, as per report by FICCI-Frames 2015. Digital advertising continued its relentless march, growing by 44.5 percent in 2014. This is hardly surprising, considering that in 2014, India topped as the world's fastest growing smartphone market. By the end of 2014, India already had around 116 million internet enabled smartphones, and by 2019, this is expected to rise to 435 million.

FILMS:

The year 2014 was a mixed year for the Indian film industry. While category A films continued to perform well at the box-office, other films did neither have compelling content nor the pull of a top-league actor to attract audiences. Content continues to remain central to the success of films, as audiences have become more discerning and selective, given the rising costs of tickets as well as availability of other entertainment platforms.

The main source of revenue remains domestic theatres, contributing as much as 74 per cent. During the year, domestic theatrical revenues suffered due to lack of content-oriented films. The gross box office collection of top 10 Hindi films in 2014 grew by 2.4 per cent over 2013. However, box office collection for the next 10 films dropped by 3 percent.

There was a marked difference in the Cable & Satellite (C&S) rights acquisition strategy by broadcasters. Barring category A films, prices for C&S rights declined overall during the year.

The year 2014 saw a record number of regional films being produced. 287 Tamil movies were released during the year, followed by 255 Telugu movies in 2014. Compared to these, the number of Hindi movies released during the year was 216. The Marathi and Punjabi movies also had a significant year, with the animated Punjabi movie Chaar Saahibzaade generating INR 700 million at the box office.

MUSIC:

Music continues to remain a small but very critical stream for the M&E industry. The music industry was worth INR 9.8 billion in 2014, increasing by 2.3 percent. It is expected to cross INR 10 billion in the year 2015, as per FICCI-Frames 2015 report.

The year 2014 saw many production houses raising the prices for the music rights of their films. During the year, music labels continued to acquire music rights much before the theatrical release of films. Digitalisation continues to be the key driver in the music space. Digital channels already account for more than 50 per cent of the overall size of the music industry in the country, while physical sales have fallen by around 30-35 per cent on a year-to-year basis.

The continued popularity of music streaming across digital marketplaces like iTunes and Google Play, and from streaming platforms like Saavn and Gaana, continue to drive digital consumption of music.

For the music industry, the long awaited and highly anticipated auction of Phase III of radio licenses also saw revival of proceedings. The first auctions are expected to take place in the latter half of 2015, with the government giving its go-ahead for partial auctions for 135 channels in 69 cities.

BUSINESS OVERVIEW:

With an unwavering focus on providing wholesome family entertainment, TIPS has emerged as one of the most respected and renowned companies in the Indian M&E industry. From humble beginning in 1975, the vision and venture of the founders - Mr. Kumar Taurani and Mr. Ramesh Taurani, has seem TIPS make rapid progress and evolve into a professional and corporate house with a presence across music, film production and distribution.

MUSIC continues to remain the forte of TIPS. The Company today boasts of a huge library with a collection of over 25000 songs across all genres and major languages. The music business of the Company continues to deliver strong performance. Powered by the growing penetration of digitisation, the music business of the Company holds massive potential for future growth as new technology, new consumption platforms and new delivery formats evolve, thus unlocking more value from the TIPS music library. The Phase III auction for radio licences slated to commence in 2015 are expected to open up yet more avenues for monetization of the Company's digital assets.

TIPS is also known for production of family entertainment films. TIPS films are always family entertainers providing clean, light- hearted and enjoyable experience for the family. Over the years, the Company has delivered some top box office hits like RACE, KISMAT CONNECTION, RACE2, AJAB PREM Kl GHAZAB KAHANI, RAJA HINDUSTANI etc. TIPS is also a leading producer of Punjabi films with an enviable record an all time hit in Punjabi cinema.

FINANCIAL RESULTS:

Financial Results of the Company for the year under review along with the figures for previous year are as follows:—

(Rs. in Lacs)

Particulars 2014-15 2013-14

Income 10380.54 10551.27

Profit/(Loss) before Depreciation, Interest, Provision for Contingencies and Taxation 1664.00 (294.01)

Less: Depreciation and Interest 1329.49 1253.65

Profit/(Loss) before Provision for Taxation, Extraordinary and Prior Period year items 334.51 (1547.66)

Less: Provision for Taxation

Current Tax 59.13 0.00

Wealth Tax 3.82 3.66

Taxes in respect of earlier years 1.94 72.59

Profit/(Loss) after Provision for Taxation but before Extraordinary and Prior Period year items 269.61 (1623.91)

Less: Prior Period Expenses 0.00 0.00

Profit/(Loss) after Taxation 269.61 (1623.91)

Add: Balance Brought Forward 2302.00 4105.60

Profit/(Loss) after Taxation available for Appropriation 2571.61 2481.69

Dividend 153.59 153.59

Dividend Tax 31.27 26.10

General Reserves 513.50 493.50

Share Capital 1535.86 1535.86

Reserves & Surplus 5489.10 5446.22

PERFORMANCE REVIEW:

During the year, Tips came up with its production, a comedy film "Entertainment" on August 8, 2014 directed by writers-turned- directors Sajid-Farhad, starring Akshay Kumar, Tamanna Bhatia, Paresh Rawal, Johny Lever, Sonu Sood, Krushna Abhishek and others. The film was appreciated for screenplay, cinematography, dialogues and the actor's portrayal of their respective characters.

The Company's music business continues to smartly monetize the impressive music library. The Company was amongst the first in the industry to understand the huge implications of the digital revolution, and started digitising its entire library. Today, the Company has a digital library of over 25000 songs, which are available for streaming and download across leading industry digital marketplaces like iTunes and Google Play, as well as popular streaming platforms like Saavn and Gaana. The music revenue for the year 2014-15 was Rs. 3221.78 lacs as compared to Rs. 3052.19 lacs in the previous year.

The Company earned total revenue including other income of Rs. 10380.54 lacs as compare to the previous year of Rs. 10551.27 lacs. The net profit after tax for the year stood at Rs. 269.61 lacs as compared to the net loss of Rs. 1623.91 lacs in the previous year.

DIVIDEND:

Your Directors recommend dividend of @ 10% (ten percent) i.e. Rs. 1.00/- (one rupee) per share on 15358640 fully paid-up Equity Shares of Rs. 10/- each of the Company for the year ended March 31, 2015. The proposed dividend, if approved, at the Annual General Meeting, will absorb a sum of Rs. 153.59 lacs (Previous Year being Rs. 153.59 lacs) and dividend Tax of Rs. 31.27 lacs (Previous Year being Rs.26.10 lacs).

TRANSFER TO RESERVES:

The Company transferred a sum of Rs. 20 lacs to the General Reserve and an amount ofRs. 2324.88 lacs is retained in the Profit and Loss Account.

SHARE CAPITAL:

The paid up Equity Share Capital as at March 31,2015 stood at Rs. 1535.86 lacs. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31,2015, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have any subsidiary, associate and joint venture Company.

CORPORATE GOVERNANCE REPORT:

In compliance with the provisions of Clause 49 of the Listing Agreement, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance, forms part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

* Cessation from Directorship:

Due to pre-occupied with her professional commitments, Ms. Sunita Menon, Independent Director of the Company has resigned from the post of directorship with effect from May 7,2014.

The Board takes this opportunity to place on record its appreciation for the support and invaluable contribution made by Ms. Sunita Menon during her tenure as Independent Director of the Company.

* Director Retiring by Rotation:

In terms of Section 152 of the Companies Act, 2013, Mr. Kumar Taurani, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends the same for your approval.

* Re-appointment of Managing Directors:

The Nomination & Remuneration Committee and the Board have approved the re-appointment of Mr. Kumar Taurani as Chairman & Managing Directors and Mr. Ramesh Taurani as Managing Director for period of 3 years w.e.f July 1,2015 to May 31,2018 .Approval of the shareholders is sought for the same in the ensuing Annual General Meeting.

* Appointment of Independent Directors and declaration of independence:

In compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Amitabh Mundhra, Mrs. Radhika Pereira and Mr. Vijay Agarwal were appointed as Independent Directors on the Board of Directors of the Company at the 18th AGM of the Company held on August 8, 2014, to hold office up to five consecutive years.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

* Appointment of Key Managerial Personnel:

Mr. Ishwar T. Gursahani, V.P - Legal & Corporate Affairs of the Company has been appointed as a Chief Financial Officer of the Company w.e.f. June 27,2014.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the appointment of Mr. Kumar Taurani and Mr. Ramesh Taurani as Chief Executive Officer, Mr. Ishwar T. Gursahani as a Chief Financial Officer and Ms. Bijal Patel as a Company Secretary, were formalized as the Key Managerial Personnel of the Company.

BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out performance evaluation. The manner in which the evaluation carried out has been explained in Corporate Governance Report.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31,2015, the Board of Directors hereby confirms that:

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

(b) such accounting policies have been selected and applied consistently and the Directors 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 March 31, 2015 and of the profit/loss of the Company for that year;

(c) proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis;

(e) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

DETAILS OF BOARD AND COMMITTEES MEETING:

* Board Meetings:

The Board of Directors met five times during the financial year ended March 31,2015 on May 9, 2014, June 27, 2014, Augusts, 2014, November 12, 2014 and February 5, 2015. Details of the Board meetings and attendance of the directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

* Committees of the Board:

With a view to have a more focused attention on business and for better governance and accountability, the Board has constituted the mandatory committees viz. Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee.

The details with respect to the compositions, roles, terms of reference etc. of relevant committees are provided in the Corporate Governance Report of the Company, which forms part of this Annual Report.

RELATED PARTY TRANSCATIONS:

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. Thus Disclosure in form AOC-2 is not required.

Further, during the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All related party transactions are placed before the Audit Committee and Board for approval.

The details of the related party transactions as required under Accounting Standard - 18 are set out in note to the financial statements forming part of this Annual Report.

The Policy on Related Party Transactions as approved by the Board has been uploaded on the website of the Company. The web-link of the same has been provided in the Corporate Governance Report.

AUDITORS:

* Statutory Auditors:

M/s. SSPA & Associates, Chartered Accountants, (Firm Registration No: 131069W) who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the financial year 2015-16.

The consent of the Auditors along with certificate under Section 139 of the Companies Act, 2013 has been obtained from the auditors to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company.

* Secretarial Auditors:

Provisions of Section 204 read with rules made thereunder, M/s. N.L. Bhatia & Associates, Practicing Company Secretaries (C.P No. 422) had been appointed to undertake Secretarial Audit of the Company. The report of the Secretarial Auditor is annexed herewith as Annexure I and forms part of this Report.

The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

* Internal Auditors:

Pursuant to provisions of Section 138 read with read with rules made thereunder, the Board has appointed M/s. Maheshwari & Co., Chartered Accountants (Firm Registration No: 105834W), as an Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out quarterly basis, the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction. Their scope of work is as decided by the Audit Committee and the Board of Directors.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

INTERNAL CONTROL SYSTEMS:

The Company has adequate internal controls systems in place commensurate with the nature of the Company's business, size and complexity of its operations. All processes are well-defined and properly documented. All transactions are properly recorded and all it is ensured that all expenses incurred are within defined budgetary allotments. The Company ensures all rules, laws and statutes are strictly followed and complied with. The Company regularly undertakes internal audit under the supervision of the Internal Audit committee. Any discrepancies or inconsistencies found during such internal audits are immediately corrected.

RISK MANAGEMENT:

In accordance with Clause 49 of the Listing Agreement, the Board has approved the Risk Assessment and Minimization Policy to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the business plans and in periodic management reviews.

Some of the risks and threats that the company is exposed to are-

* Piracy Risk:

Piracy has been one of the biggest problems for the M&E industry globally. The industry has been working relentlessly to reduce this key threat. With the advent of internet and digitisation, this threat continues to be a major source of revenue loss for all the stakeholders in the industry.

The industry has been co-operating with the government to clamp down on this threat. During the year 2014, there was a 10 per cent reduction in piracy cases registered in India. The industry is increasingly leveraging latest advancement in technology to cope with this issue. An example of this is the use of Cube technology to catch film exhibitors and syndicates using pirated versions of films.

* Production Risk:

Production risks can be defined as the risk getting production extended the projected date or the risk of over spending during production. It requires large outlays of money that cannot be recovered if the project fails at any stage. The planned release may have to be delayed beyond schedule. Such delay in production may throw the whole production schedule out of gear and escalate the cost of the movie.

* Spiraling Costs:

The two largest cost components of a film are the fees of stars and the cost of promotion. The A list stars continue to command exorbitantly high fees, that can sometimes go as high as 40 per cent of the total budget of the film. Advertising and Promotions account for 15-20 per cent of the total film budget. With the theatrical revenue window narrowing down to the first weekend, most producers are forced to make this enormous marketing spend, as it has a direct impact on the box office collections of the film.

* Infrastructure and Talent Development:

While India is the largest producer in terms of films produced, it lacks a long way behind in both infrastructure and talent development. For example, compared to 125 screens per million people in the USA, India still has only 7 screens per million people. In terms of other infrastructure too, India lags behind considerably. There are only four film cities in the country, indicating a huge gap. Opening more institutions like Film and Television Institute of India will go a long way in augmenting India's talent pool for the industry.

OPPORTUNITIES:

The opportunities observed are based on the trends noticed in past couple of years, which continues to be relevant. Some of the key ones are as follows:

* Digitisation:

Digitisation has impacted all aspects of the M&E industry - right from production to distribution to exhibition to sales of tickets. The next wave of growth in the overall M&E industry is expected to be driven by increased digitisation. Over the year, there have been far-reaching changes in the form of availability of low-cost smart devices and dropping data plans. In spite of this, India still has a low internet penetration of around 19 percent, indicating a huge growth potential. The advent of 4G services, the increasing adoption of 3G in urban areas and 2G in rural areas are all strong signals of the immense growth potential that will be unlocked by digitisation.

* Regional Markets:

The year 2014 saw a huge surge in production and release of regional films. From Tamil to Telugu and from Marathi to Punjabi, all the regional film markets performed excellently. The share of theatrical revenues from regional films has been rising from around 12-13% in 2013 to almost 20-21% in 2014, particularly in Tier 2 and Tier 3 cities, as per industry data.

* Overseas Theatricals:

The growing popularity of Bollywood films in the overseas markets is another growing opportunity. Over the year, new markets like China and Europe have seen a huge surge in interest in Hindi films. However, the share of overseas theatricals is still around 10-25 per cent, much lower than the almost 60 per cent for Hollywood films. As more and more new markets like Lebanon, Burma and Iraq continue to be mesmerised by Hindi films, the overseas theatrical avenue is poised fora big leap.

OUTLOOK:

India is back on the fast-track of economic growth. Both the International Monetary Fund (IMF) and the World Bank have forecast the country to grow at 7.5 per cent for the year 2015 and 7.8 per cent in the year 2016. The long-term structural reforms taken by the government will continue to drive further growth in the key sectors. Oil prices are expected to remain low in the short-term, easing pressure on inflation as well as prices. Investor confidence and sentiments are likely to remain positive.

The India M&E industry is also expected to continue with its growth trajectory. It is expected to grow at a Compounded Annual Growth Rate (CAGR)of 13.9 per cent from 2014-19, and reach INR 1,964 billion in 2019. The highest growth is expected to happen in the digital advertising space, which is expected to grow ata CAGR of 30.2 per cent from 2014-19, while the film and music segments are expected to grow at CAGR of 10 percent 14 per cent in the same period.

AUDITORS' REPORT:

In the opinion of the directors, the notes to financial statements are self explanatory and adequately explain the matters, which are dealt within the Auditors' Report. In case of qualified opinion of the Auditors with respect to non-recognition of differed tax explained in note no. 33 of the notes to financial statements.

HUMAN RESOURCES:

TIPS firmly believes in and has consistently practiced progressive HR values. The Company inculcates the values of transparency, professionalism and accountability in its operations to generate long-term benefits for its shareholders, customers, employees and society alike. At TIPS, there is consistent emphasis on each individual's sense of responsibility, while simultaneously as part of a team. This results in our people's ability to work in perfect harmony despite coming from different disciplines. As of 31 March 2015, the number of employees on our payroll was 59.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is provided in Annexure II forming part of this report.

WHISTLE BLOWER POLICY /VIGIL MECHANISM POLICY:

Pursuant to provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors in its meeting held on November 12,2014 has adopted a "Whistle Blower Policy/ Vigil Mechanism Policy" for directors and employees of the Company.

Details of the policy are provided in the Corporate Governance Report, which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY(CSR):

Pursuant to provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board has approved CSR Policy based on the recommendation of the CSR Committee. The Company has initiated activities in accordance with the said Policy, the details of which have been prescribed in Annexure III.

EXTRACT OF ANNUAL RETURN:

Extract of the Annual Return in form MGT-9 pursuant to Section 92(3) of the Companies Act, 2013 for the financial year ended March 31,2015 is provided in Annexure IV forming part of this report.

DEPOSITS:

During the year 2013-14, The Company had accepted the deposits from public and members of the Company within the meaning of Section 58A of the Companies Act, 1956 read with rules made thereunder. The outstanding deposits as on March 31, 2014 were Rs. 46 lacs and the same has been repaid on or before March 31, 2015 in accordance with Section 74 of the Companies Act, 2013.

During the year 2014-15, the Company has accepted the deposits only from directors of the Company which are exempt as per the provision of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. The declarations have been obtained from the directors in terms of Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014. Details of the deposits accepted from directors are provided in notes to financial statement.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:

Details of Loans, Guarantees and Investments are provided in the notes to Financial Statement.

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

* Conservation of Energy:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy have not been provided considering the nature of activities undertaken by the Company during the year under review.

* Technology Absorption:

During the year, Company has not absorbed or imported any technologies.

* Foreign exchange earnings & outgoings:

Details of foreign exchange earnings & outgoings of the company made during the year are provided in notes to financial Statement.

OTHER DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

* 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.

* No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

* No compliant received from any employee, pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder.

CAUTIONARY STATEMENT:

Statements in this Board's Report and Management Discussion and Analysis describing the Company's objectives, expectations or predictions may be forward looking within the meaning of applicable securities, laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include change in government regulations, tax laws, economic & political developments within and outside the country and such other factors.

ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to express the sincere appreciation for the incredible support and overwhelming co- operation from bank, financial institutions, customers, suppliers and all other business associates of the Company.

Your Directors give their warm gratitude to the shareholders for their faith in the Company. The directors also sincerely appreciate the professionalism and dedication displayed by the employees of the Company.

For and on behalf of the Board of Directors

Sd/-

Kumar S. Taurani Place: Mumbai DIN: 00555831 Date: May 8, 2015 Chairman and Managing Director


Mar 31, 2014

Dear Members,

The Directors hereby present their Eighteenth Annual Report along with the Audited Accounts of the Company for the financial year ended March 31, 2014.

HIGHLIGHTS OF FINANCIAL RESULTS:

Financial Results of the Company for the year under review along with the figures for previous year are as follows:-

(Rs. in Lacs)

Particulars 2013-14 2012-13

Income 10,551.27 13,925.28

Profit/(Loss) before Depreciation, Interest, Provision for Contingencies and Taxation (294.01) 2,111.63

Less: Depreciation and Interest 1,253.65 649.86

Profit/(Loss) before Provision for Taxation, Extraordinary and Prior Period year items (1,547.66) 1,461.77

Less : Provision for Taxation

Current Tax 0.00 287.89

Wealth Tax 3.66 5.15

Excess / Short Provisions 72.59 0.00

Profit/(Loss) after Provision for Taxation but before Extraodinary and Prior Period year items (1,623.91) 1,168.74

Less: Prior Period Expenses 0.00 0.00

Profit/(Loss) after Taxation (1,623.91) 1,168.74

Add: Balance Brought Forward 4,105.60 3,431.21

Profit/(Loss) after Taxation available for Appropriation 2,481.69 4,599.95

Dividend 153.59 322.53

Dividend Tax 26.10 54.81

General Reserves 493.50 493.50

Share Capital 1,535.86 1,535.86

Reserves & Surplus 5,446.22 7,249.82

DIVIDEND:

Your Directors recommend dividend of @ 10% (at ten per cent) i.e. Rs. 1.00/- (one rupee) per share on 1,53,58,640 fully paid-up Equity Shares of Rs. 10/- each of the Company for the year ended March 31, 2014. The proposed dividend, if approved, at the Annual General Meeting, will absorb a sum of Rs. 153.59 lacs (Previous Year being Rs. 322.53 lacs) and Dividend Tax of Rs. 26.10 lacs (Previous Year being Rs. 54.81 lacs). The Dividend Tax is provided at the rate applicable on the day on which the accounts were approved by the Board of Directors.

REVIEW OF OPERATION:

(a) Turnover:

The turnover of the Company for F.Y. 2013-14 in comparison with the previous year 2012-13 are as under:

(Rs. in Lacs)

Particulars FY 2013-14 FY 2012-13

Royalty Receipt (Net) 3,047.02 3,037.73

Film Production & Distribution 7,314.46 10,476.84

Audio Product Sales 5.16 4.89

Advertisement Income 0.00 259.54

Other Income

Scrap Sales 0.00 8.26

Total Turnover 10,366.64 13,787.26

(b) Business Spheres:

Your Company operates dynamically in two spheres:

* Film Production & Distribution

* Music

* Film Production and Distribution:

During F.Y. 2013-14, Tips has produced and released two films and received mixed response from audiences.

"Ramaiya Vastavaiya", Rom-Com film was directed by director- actor-choreographer Prabhudheva with debutant Girish Kumar, Shruti Hassan and others. It was released on July 19, 2013.

"Phata Poster Nikla Hero", action comedy film directed by one of the most commercially successful director Rajkumar Santoshi starring Shahid Kapoor and Ileana D''Cruz in lead roles. It was released on September 20, 2013.

* Music:

Tips is one of the few Indian entertainment companies with rich industry experience of over 25 years to realize the potential of social media and the digital platform. Music in Indian cinema is another substantial revenue generator where fate of any bollywood movie rest on music of the film.

Tips has been exploring new avenues for exploitation of digital music market in India and across the globe. It has been contracting with various websites and licensing its extensive repertoire for exploitation through streaming and download services, mobile services like caller ring back tones, full track downloads, videos of the songs, dialogues, wallpapers, etc and continues to be a significant component in the revenues of the Company.

The melodious song "Jeene Laga Hoon" from the film Ramaiya Vastavaiya, sung by magical voices of Atif Aslam and Shreya Goshal, become a major hit at the time of launch and continues on the popular video viewing site and making it to the top of the list. YouTube India has declared "Jeene Laga Hoon" as the No. 1 trending music video of 2013.

In less than a year, the company has seen increase of 50 percent in its fan base from 2 million in 2013 to 5 million fan mark, making it one of the largest and most active entertainment brands on facebook. The number of fans on the page has been growing in leaps and bounds and this is increasing popularity on facebook.

FUTURE OUTLOOK

The Hindi film industry is the largest contributor to the industry''s revenue, followed by the South Indian movie industry and other language cinema industries. In the 20th Century, Indian cinema took huge strides towards growth and in recent years Indian film industry has undergone a massive change. Today, 21st Century, Indian cinema stands at par with Hollywood cinema.

Apart from regular screenings at major international film festivals, the overseas market contributes a sizeable chunk to box office collections. The Indian film industry has reached out further to international audiences through mediums such as DVDs and by screening of films in their country of residence wherever commercially feasible, which contribute substantially to the overall revenue to cinema. Regular foreign Investments made by major global studios such as 20th Century Fox, Sony Pictures, and Warner Bros put a stamp of confirmation that bollywood has etched itself on the global podium.

On music front, availability of quality music has enhanced the end user experience. Company has million hit on social networking site, looking at figures, Company has been expanding its scope for distribution of music though internet.

Presently, The Company is in process of production of its film "It''s Entertainment" directed by Sajid- Farhad and starring Akshay Kumar, Tamanna Bhatia, Paresh Rawal, Johny Lever, Sonu Sood, Krushna Abhishek and others. The movie will hit the Silver Screen in month of August, 2014.

RELEASED THE PLEDGE SHARES OF PROMOTER & PROMOTER GROUP:

As on March 31, 2013, Promoter & Promoter Group were holding 1,07,12,762 equity shares out of them 5,00,000 equity shares representing 4.67% of the equity share capital of the Company were pledge. All the Pledged shares of the Promoter & Promoter Group were released on May 18, 2013.

All the necessary disclosures as per the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 were duly made to the Stock Exchanges.

PUBLIC DEPOSITS:

During the year, under review, the Company had accepted deposits from public within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under and that none of matured deposits have been unpaid to the depositor(s) during the year. The outstanding deposits as on March 31, 2014 were Rs. 280 lacs as against Rs.1,766 lacs on March 31, 2013.

DIRECTORS:

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

In terms of Section 152 of the Companies Act, 2013, Mr. Ramesh Taurani, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

In terms of Section 149 of the Companies Act, 2013, which has come into force with effect from April 1, 2014, an Independent Director shall hold office for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation.

In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. Amitabh Mundhra, Mrs. Radhika Pereira and Mr. Vijay Agarwal as Independent Directors is being placed before the Members in General Meeting for their approval. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 Members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors.

Ms. Sunita Menon has resigned from the post of directorship with effect from May 7, 2014. The Board takes this opportunity to place on record its appreciation for the support and invaluable contribution made by Ms. Sunita Menon during her tenure as Independent Director of the Company.

AUDITORS AND AUDITORS'' REPORT:

M/s. B.K. Khare & Co., Chartered Accountants, have resigned as the Statutory Auditors of the Company vide their letter dated June 16, 2014. The Board has proposed that M/s. SSPA & Associates, Chartered Accountants be appointed as the Statutory Auditors of the Company to fill up the casual vacancy caused due to resignation of M/s. B.K. Khare & Co., and their appointment is subject to approval of members in the ensuring Annual General Meeting of the Company.

A resolution proposing appointment of M/s. SSPA & Associates as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 forms part of the Notice.

M/s. B.K. Khare & Co. has been Statutory Auditors of your Company since 2004 and the Board place on record its appreciation for the services rendered by them as the Auditors of the Company.

The observations and comments given in the Auditors'' Report read together with notes to accounts are self-explanatory and do not require further explanation.

INTERNAL CONTROL SYSTEM:

The Company has appointed M/s. Maheshwari & Co. - Chartered Accountants as its Internal Auditors to check the internal controls and functioning of the activities and recommend ways of mprovement. The Internal Audit is carried out quarterly basis, the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction. Their scope of work is as decided by the Audit Committee and the Board of Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your directors based on the representation received from the management state that:

1. In the preparation of the accounts, the applicable accounting standards have been followed and there are no material departures.

2. Accounting policies selected were applied consistently. Reasonable and prudent judgment and estimates were made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for that period.

3. 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 the assets of the Company and for preventing and detecting frauds and other irregularities.

4. The annual accounts of the Company have been prepared on a going concern basis.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act, 1956. Thus the Company is not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.

CONSERVATION OF ENERGY

Considering the Company''s business activities, information required under 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 is not applicable to the Company.

TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

During the year, Company has not absorbed or imported any technologies.

FOREIGN EXCHANGE EARNINGS & OUTGOINGS

During the year ended March 31, 2014, the Company has incurred/ received foreign exchange towards the following:

(Rs. in Lacs)

Particulars 2013-14 2012-13

Outgoings:

(A) Travelling Expenses 0.21 0.64

(B) Film Production Expenses 1,845.76 1,690.51

Earnings:

(A) F.O.B. value of Exports 508.92 NIL

(B) Royalty (net) 739.78 388.44

CORPORATE GOVERNANCE

The Report on Corporate Governance alongwith the Statutory Auditors'' Certificate regarding compliance of the conditions of corporate governance pursuant to Clause 49 of the Listing Agreement is annexed hereto and forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management discussion and Analysis as required under the Clause 49 of the Listing Agreement is annexed hereto and forms part of the Annual Report.

APPRECIATION

Your Directors takes this opportunity to express their sincere appreciation for the incredible support and co-operation by the employees of the Company which they recognize as one of the prime factors in growth of the Company. Secondly, the Directors give their warm gratitude to the shareholders for their faith in the Company. Lastly, the Directors are grateful for the overwhelming co-operation received from the bankers, lenders, customers and associates of the Company. The Directors strongly believe the Company has been able to reach its current level because of the constant support and best wishes of all these people.

For and on behalf of the Board of Directors

Sd/-

Place : Mumbai Kumar S. Taurani Date : June 27, 2014 Chairman & Managing Director


Mar 31, 2013

To, The Members of Tips Industries Limited

The Directors hereby present their Seventeenth Annual Report along with the Audited Accounts of the Company for the fnancial year ended 31st March, 2013.

Highlights of Financial Results:

Financial Results of the Company for the year under review along with the fgures for previous year are as follows:—

(Rs. in ''Lacs'')

Particulars 2012-13 2011-12

Income 13925.28 7713.12

Proft/(Loss) before Depreciation, Interest, Provision for Contingencies and Taxation 2111.63 1760.42

Less: Depreciation and Interest 649.86 695.20

Proft/(Loss) before Provision for Taxation, Extraordinary and Prior Period year items 1461.77 1065.22

Less: Provision for Taxation

Current Tax 287.89 154.67

Wealth Tax 5.15 2.52

Excess / Short Provisions 0.00 23.27

Proft/(Loss) after Provision for Taxation but before Extraordinary and Prior Period year items 1168.74 884.76

Less: Prior Period Expenses 0.00 4.14

Proft/(Loss) after Taxation 1168.74 880.62

Add: Balance Brought Forward 3431.21 2987.54

Proft/(Loss) after Taxation available for Appropriation 4599.95 3868.16

Dividend 322.53 319.17

Dividend Tax 54.81 51.77

General Reserves 493.50 376.50

Share Capital 1535.86 1595.87

Reserves & Surplus 7249.82 6861.56

Dividend:

Your Directors recommend dividend of @ 21% (at twenty one per cent) i.e. Rs. 2.10/- (Two rupees and ten paise only) per share on 1,53,58,640 fully paid-up Equity Shares of Rs. 10/- each of the Company for the year ended 31st March, 2013. The proposed dividend, if approved, at the Annual General Meeting, will absorb a sum of Rs. 322.53 lacs (Previous Year being Rs. 319.17 lacs) and Dividend Tax of Rs. 54.81 lacs

(Previous Year being Rs. 51.77 lacs). The Dividend Tax is provided at the rate applicable on the day on which the accounts were approved by the Board of Directors.

Transfer to Reserves

An amount of Rs. 117 Lacs is transferred to General Reserves in the Balance Sheet.

Review of Operations:

(a) Turnover:

There has been an upward revision in the turnover of the Company during the year under review as compared to previous year. The fgures for 2012-13 in comparison with the previous year 2011-12 are as under:

(Rs. in Lacs)

Particulars FY 2012-13 FY 2011-12

Royalty Receipt (Net) 3037.73 3483.27

Film Production & 10476.84 3621.62

Distribution

Audio Product Sales 4.89 24.30

Advertisement Income 259.54 0.00

Other

Artiste Management Fees 0.00 68.00

Audio Rights Receipt 0.00 5.00

Scrap Sales 8.26 29.85

Total Turnover 13787.26 7232.03

(b) Business Spheres:

Your Company operates dynamically in two spheres

- Film Production & Distribution

- Music

- Film Production and Distribution:

"Race 2"

This year, Tips came up with the much awaited sequel of Race, the blockbuster of 2008, multi-starrer action thriller flm "Race 2" directed by Abbas-Mustan starring Saif Ali Khan, John Abraham, Anil Kapoor, Deepika Padukone, Jaqueline Fernandez and Ameesha Patel.

Race 2 was released on 25 January 2013, and opened with huge response at the box offce. The movie was commercially successful of the year.

"Jayantabhai ki Luv Story"

On 15th February this year, day after Valentine''s Day, Tips released its second home production "Jayantabhai Ki Luv Story", directed by Vinnil Markan with unique story of romance of a street-thug, Vivek Oberoi, who surprisingly falls in love with Neha Sharma.

Music:

Tips has been striving in exploitation of digital music market in India and across the globe. It has been contracting with various websites and licensing its extensive repertoire for exploitation through streaming and download service. Also, Mobile services like caller ring back tones, full track downloads, videos of the songs, dialogues, wallpapers, etc continues to be a signifcant component in the revenues of the Company. Television has also been an added source of revenue through licensing of song videos to channels for broadcast.

Buyback

During the year, the Company has bought back 6,00,060 equity shares from the open market using the nationwide electronic trading facilities of the Bombay Stock Exchange Limited (''BSE'') and National Stock Exchange of India Limited(''NSE'') from the existing registered shareholders/benefcial owners. The buyback offer was open from 23rd August, 2012 to 8th March, 2013. The total fund utilized in the Buy-back is Rs. 4,61,04,688/- (excluding brokerage, transactional charges and taxes). The highest price at which the Equity Shares were bought back was Rs. 88.00 per Equity Share while the lowest price was Rs. 55.50 per Equity Share. The Equity Shares were bought back at an average price of Rs. 76.83 per Equity Shares.

Share Capital Pre Buyback Post Buyback

Authorised Rs. 20,00,00,000/- Rs. 20,00,00,000/- Capital (2,00,00,000 Equity (2,00,00,000 Equity

Shares of Rs. 10/- each) Shares of Rs. 10/- each)

Paid Up Rs. 15,95,87,000/- Rs. 15,35,86,400/- Capital (1,59,58,700 Equity (1,53,58,640 Equity

Shares of Rs. 10/- each Shares of Rs. 10/- each

fully paid-up) fully paid-up)

Acquisitions by the Promoters:

- Before commencement of Buy-back Offer

Before Buyback, the promoters have acquired 4,85,234 equity shares of the Company from open market which raises promoter holding to 1,07,12,762 shares representing 67.13 % of the paid up capital of the Company.

- After Closure of Buy-back Offer

The total voting rights of Promoters have increased to 69.75% of the paid up capital of the Company is due to the buy-back offer. There is no change in the total number of shares held by the promoters and promoter group.

Details of the acquisitions are given in the Corporate Governance Report which forms a part of this Annual Report.

Future Outlook

Indian Cinema is on the threshold of completing 100 glorious years of entertaining audiences in India and Overseas. India is the world''s largest producer of flms and has potential to be one of the world''s leading markets. With the passage of time there has been a continuous technological advancement in Indian cinema. In the 20th Century, Indian cinema took huge strides towards growth and, today, at the turn of the 21st Century Indian cinema stands at par with Hollywood cinema.

The Indian cinema consists of millions of overseas viewers for which flms are made available both through mediums such as DVDs and by screening of flms in their country of residence wherever commercially feasible, which contribute substantially to the overall revenue to cinema. One cannot think of Bollywood movies without music. Music in Indian cinema is another substantial revenue generator where fate of any Bollywood movie is rest on music of the Film.

The South Indian flm industry defnes the four flm cultures of South India as a single entity. Although developed independently for a long period of time, gross exchange of flm performers and technicians as well as globalisation helped to shape this new identity. Henceforth the scope of expansion of the Company in the industry is alluring by exploring diversifed areas of production and Music.

"Ramaiya Vastavaiya" is an upcoming flm of the Company directed by Prabhudheva, The flm introduces Girish Kumar son of renowned

producer Kumar Taurani, opposite Shruti Hassan. The movie will hit the Silver Screen on 19th July, 2013.

The Company is in process of production of its flm titled "Phata Poster Nikla Hero", directed by Rajkumar Santoshi and starring Shahid Kapoor and Ileana D''Cruz in lead roles.

Other flm presently titled "It''s Entertainment" starring Akshay Kumar Tamanna Bhatia, Paresh Rawal, Johny Lever, Sonu Sood, Krushna Abhishek, and others, to be directed by Sajid- Farhad is yet to commence.

On music front, availability of quality music has enhanced the end user experience. Company has 1 million hit on social networking site, looking at fgures, Company has been expanding its scope for distribution of music though Internet.

The world has entered into age of mobile phones where availability of everything and anything is just a click away from anywhere which provides Companies to be with end user 24*7. The Company aims at exploiting of its music through mobile medium.

Directors

The Board consists of Executive and Non- Executive Director including independent director who have wide and varied experience in different disciplines of corporate functioning.

- Mr. Vijay Agarwal was appointed as Additional (Non-Executive Independent) Director of the Company with effect from 31st October, 2012. As per the provisions of section 260 of the Companies Act, 1956, he will hold offce upto the date of the ensuing Annual General Meeting of the Company. The Company has received notice under section 257 of the Companies Act, 1956, together with requisite deposit proposing appointment of Mr. Vijay Agarwal as Director of the Company.

- Pursuant to the provisions of Sections 255 and 256 of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Ms. Sunita Menon, Directors of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

Public Deposits

During the year, under review, the Company had accepted deposits from public within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under and that none of matured deposits have been unpaid to the depositor(s) during the this year. The outstanding deposits as on 31st March 2013 was Rs.2,066 lacs as against Rs.276 lacs on 31st March, 2012.

Auditors:

M/s. B. K. Khare & Co., Chartered Accountants, holds offce upto the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. They have furnished the necessary certifcate as required under Section 224 (1B) of the Companies Act, 1956. The Board recommends their re-appointment.

Internal Control System:

The Company has appointed M/s. Maheshwari & Co. – Chartered Accountants as its Internal Auditors to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out quarterly basis, the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction. Their scope of work is as decided by the Audit Committee and the Board of Directors.

Particulars of Employees

Particulars of employees required in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are mentioned in the table below:

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your directors based on the representation received from the management state that:

1. In the preparation of the accounts, the applicable accounting standards have been followed and there are no material departures

2. Accounting policies selected were applied consistently. Reasonable and prudent judgment and estimates were made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the proft of the Company for that period.

3. Proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

4. The annual accounts of the Company have been prepared on a going concern basis.

Subsidiary Companies

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act, 1956. Thus the Company is not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.

Audit Committee

The Company has constituted an Audit Committee in accordance with Clause 49 of the Listing Agreement read with section 292A of the Companies Act, 1956. Adequate disclosures in respect of the composition of the Audit Committee, its functions and the Chairmanship have been made in the Corporate Governance Report which forms an essential part of this report.

The Audit Committee functions in terms of the role and powers delegated by the Board of Directors keeping in view the provisions of Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956.

Conservation of Energy

Our operations are not energy intensive. However signifcant measures have been taken to reduce the energy consumption by purchasing latest technology energy effcient equipments.

Technology Absorption, Adoption and Innovation

During the year, Company has not absorbed or imported any technologies.

Foreign Exchange Earnings & Outgoings

During the year ended 31st March, 2013, the Company has incurred/ received foreign exchange towards the following:

(Rs. In Lacs)

Particulars 2012-13 2011-12

Outgoings:

(A) Traveling Expenses 0.64 59.92

(B) Payments to Artistes NIL 50.05

(C) Film Production Expenses 1690.51 49.80

Earnings:

(A) F.O.B. value of Exports NIL 1.43

(B) Royalty (net) 388.44 257.34

Management Discussion and Analysis

A Management discussion and Analysis as required under the Clause 49 of the Listing Agreement is annexed and forming part of the Report.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate Governance is annexed hereto and forms part of the Annual Report. As required by the Listing Agreement, a certifcate from M/s. B. K. Khare & Co, Chartered Accountants, and Statutory Auditors of the Company, regarding compliance of conditions of corporate governance stipulated by the Stock Exchanges is annexed to this Report. The Company also submits to the Stock Exchanges quarterly corporate governance report as required by Clause 49 of the Listing Agreement.

Auditors'' Report

In the opinion of the Directors, the notes to accounts are self- explanatory and adequately explain the matters, which are dealt within the Auditors'' Report.

Appreciation

Your Directors takes this opportunity to express their sincere appreciation for the incredible support and co-operation by the employees of the Company which they recognize as one of the prime factors in growth of the Company. Secondly, the Directors give their warm gratitude to the shareholders for their faith in the Company. Lastly, the Directors are grateful for the overwhelming co-operation received from the bankers, lenders, customers and associates of the Company. The Directors strongly believe the Company has been able to reach its current level because of the constant support and best wishes of all these people.

For and on behalf of the Board of Directors

Place: Mumbai Kumar S. Taurani

Date: 23rd May, 2013 Chairman & Managing Director


Mar 31, 2012

The accordance with section 217 of the Companies Act, 1956 and with the view to give the shareholders a glimpse of the activities which took place during the previous year along with the financials and to enlighten them regarding the future outlook of the Company, your Directors hereby present their Report as on 31st March, 2012.

Financial Highlights

(Rs. in Lacs')

Particulars 2011-12 2010-11

Income 7713.12 6724.18

Profit/(Loss) before Depreciation, Interest, Provision for Contingencies and Taxation 1760.42 1211.53

Less: Depreciation and Interest 695.20 804.21

Profit/(Loss) before Provision for Taxation, Extraordinary and Prior Period year items 1065.22 407.32 Less: Provision for Taxation

Current Tax 154.67 90.46

Wealth Tax 2.52 0.83

Excess / Short Provisions 23.27 0.35

Profit/(Loss) after Provision for Taxation but before Extraordinary and Prior Period year items 884.76 315.68

Less: Prior Period Expenses 4.14 17.38

Profit/(Loss) after Taxation 880.62 298.30

Add: Balance Brought Forward 2987.54 2936.01

Profit/(Loss) after Taxation available for Appropriation 3868.16 3234.31

Dividend 319.17 199.48

Dividend Tax 51.77 32.36

General Reserves 376.50 310.50

Share Capital 1595.87 1595.87

Reserves & Surplus 6861.56 6351.89

Dividend

Your Directors recommend a dividend of @ 20% i.e. Rs. 2/- per share on 15958700 fully paid-up Equity Shares of Rs. 10/- each of the Company for the year ended March 31, 2012. The proposed dividend, if approved at the Annual General Meeting, will absorb a sum of Rs. 319.17 lacs (Previous Year being Rs. 199.48 lacs) and Dividend Tax of Rs. 51.77 lacs (Previous Year being Rs. 32.36 lacs). The Dividend Tax is provided at the rate applicable on the day on which the Accounts were approved by the Board of Directors.

Transfer to Reserves

An amount of Rs. 66 Lacs is transferred to General Reserves in the Balance Sheet.

Review of Operations

(a) Turnover:

There has been an upward revision in the turnover of the Company during the year under review as compared to previous year. The figures for 2011-12 in comparison with the previous year 2010-11 are as under:

Rs. in Lacs

Particulars FY 2011-12 FY 2010-11

Royalty 3483.27 3672.90

Film Production &

Distribution 3621.62 2906.25

Audio Product Sales 24.30 78.08

Other Income 34.85 50.33

Artiste Management 68.00 _

Total Turnover 7232.02 6662.27 (b) Business Spheres:

Your Company operates dynamically in two spheres viz., Film Production & Distribution and Exploitation of Music

- Film Production and Distribution:

During the year under review, the Company had acquired the entire copyrights worldwide in perpetuity of the Punjabi Film Jihne Mera Dil Lutiya" starring Gippy Grewal, Diljit Dosanjh, Neeru Bajwa, Jaswinder Bhalla and produced by Batra Showbiz Pvt. Ltd. The movie saw the biggest opening ever for a Punjabi movie. It went on to run successfully for over 7 weeks in the theatres and made a record breaking box office collection of over Rs. 10 crores.

On 24th February, 2012 Tips came up with its production, a romantic comedy - "Tere Naal Love Ho Gaya' featuring the couple Ritiesh and Genelia Deshmukh and directed by Man deep Kumar. The film being very entertaining, received a good response from the viewers with the box office collection of over Rs. 25 crores globally.

- Music:

Tips has been venturing and exploring new avenues for exploitation of music digitally in India and across the globe. It has been contracting with various websites and licensing its extensive repertoire for exploitation through streaming and download service. Tips has made its presence on ITunes globally across the markets of United Kingdom, Canada, Australia, Germany, New Zealand, USA, Belgium, Netherlands. Also, exploitation through mobile services like caller ring back tones, full track downloads, videos of the songs, dialogues, wallpapers, etc continues to be a significant constituent in the revenues of the Company. Television has also been an added source of revenue through licensing of song videos to channels for broadcast.

(c) Sale of Machinery:

The Company owned a machinery for manufacture of Audio Cassettes, the Net Asset Value of which was Rs. 3,76,17,524/-. Since, the audio cassettes no longer exist, the machine had no utility. Hence, the machinery was sold for Rs. 4,69,000/-.

Acquisitions by the Promoters

During the year, the promoters have acquired 717,794 equity shares of the Company from open market thereby raising the promoter holding to 1,02,27,528 shares representing 64.09% of the paid up capital of the Company as against 9,517,084 shares representing 59.64% of the paid up capital during the previous year. Details of the acquisitions are given in the Corporate Governance Report which forms a part of this Annual Report.

Future Outlook

India has the potential to be one of the world's leading markets for the creative industries - both foreign and domestic. The country produces the greatest number of films in the world and boasts a creative and diverse music market and is continuously growing. Hence, the scope of expansion of the Company in this industry is alluring with the penetration of the Company in diversified areas of production, distribution as well as music. With constant technology improvements and introduction of more areas of exploitation in films and music, the Company's outlook includes keeping pace with the advancements in the industry and absorbing the same.

The Company is currently in process of shooting of the film "Race 2' starring Saif Ali Khan, John Abraham, Deepika Padukone, Amisha Patel, Anil Kapoor and others and being directed by Abbas- Mutan. It is also in process of producing a film titled "Jayantabhai ki Love Story' starring Vivek Oberoi, Neha Sharma & others and being directed by Vinnyl Markan. The Company has already sold the distribution rights of Race 2 to UTV Motion Pictures. Other projects starring Abhishek and to be directed by Mohit Suri and starring Shahid Kapur to be directed by Siddharth Anand are yet to commence.

On the music front, availability of quality audio code's and digital music has enhanced the end users experience in listening to music. With internet playing the most significant role in purchase of music, the Company has been expanding its scope by licensing its repertoire to various websites.

The growing dominance of the mobile as a music playing device with its potential to go beyond the current rage of caller ring back tones, its ability to explore the long tail of music with the search and explore features, the Company aims at increasing exploitation of its music through mobile services.

Directors

In accordance with the provision of the Companies Act, 1956, and the Company's Article of Association, Mr. Ramesh Taurani, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. His detailed profile forms a part of this Annual Report.

Mr. Kumar Taurani was appointed as Chairman & Managing Director and Mr. Ramesh Taurani was appointed as Managing Director for the period from 01-04-2008 to 31-3-2013 on a remuneration of Rs. 90,00,000/- (Rupees Ninety Lacs only) per annum. The Remuneration Committee and the Board has approved their re-appointment for a period of 3 years w.e.f. 01-06-2012 to 31-5-2015 at an increased remuneration of Rs. 1,50,00,000/- (One Crore Fifty Lacs only) per annum i.e. Rs. 12,50,000/- (Rupees Twelve Lacs Fifty Thousand only) per month. Approval of the shareholders is sought for the same in the ensuing Annual General Meeting.

Public Deposits

During the year, under review, the Company had accepted deposits from public within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under and that none of matured deposits have been unpaid to the depositor(s). Moreover, most of the deposits have been repaid which has brought the outstanding deposits as on 31st March 2012 to Rs. 276 lacs as against Rs. 2119 lacs as on 31st March, 2011.

Auditors

M/s. B. K. Khare & Co., Chartered Accountants, holds office upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished the necessary certificate as required under Section 224 (1B) of the Companies Act, 1956. The Board recommends their re-appointment.

Internal Control

The Company has appointed M/s. Maheshwari & Co. - Chartered Accountants as its Internal Auditors to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out quarterly and the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction. Their scope of work is as decided by the Audit Committee and the Board of Directors.

Particulars of Employees

Particulars of employees required in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are mentioned in the table below:

Sr. Full Name Current Gross Remun- Qualification No Designation & eration p.a. Nature of Duties (Rupees)

1. Kumar Taurani Chairman & Rs.90,00,000 B.Com Managing Director

2. Ramesh Taurani Managing Director Rs.90,00,000 B.Com

3. Sahas Malhotra Sr. V.PMusic Rs.60,00,000 Economics (Hons)

Full Nam Date of Experience Age Previous Joining Employment

Kumar Taurani 08/05/96 32 54 Years N.A.

Ramesh Taurani 27/09/05 31 52 Years N.A

Sahas Malhotra 08/10/10 18 37 Years Sony Music

Entertainment India

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your directors based on the representation received from the management state that:

1. In the preparation of the accounts, the applicable accounting standards have been followed and there are no material departures

2. Accounting policies selected were applied consistently. Reasonable and prudent judgment and estimates were made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for that period.

3. 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 the assets of the Company and for preventing and detecting frauds and other irregularities.

4. The annual accounts of the Company have been prepared on a going concern basis.

Conservation Of Energy

Our operations are not energy intensive. However significant measures have been taken to reduce the energy consumption by purchasing latest technology energy efficient equipments.

Technology Absorption, Adoption and Innovation

During the year, Company has not absorbed or imported any technologies.

Foreign Exchange Earnings & Outgoings

During the year ended March 31, 2012, the Company has incurred/ received foreign exchange towards the following:

Particulars 2011-121 2010-11 (Rs. in Lacs) (Rs. in Lacs)

Outgoings:

(A) Traveling Expenses 59.92 26.06

(B) Payments to Artistes 50.05 -

(C) Music Expenses _ 10.56 Earnings:

(A) F.O.B. value of Exports 1.43 27.02

(B) Royalty (net) 257.34 122.68

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance is annexed hereto and forms part of this Report. A certificate from M/s. B. K. Khare & Co, Chartered Accountants, and Statutory Auditors of the Company, regarding compliance of conditions of corporate governance stipulated by the Stock Exchanges is annexed to this Report. The Company also submits to the stock exchange quarterly corporate governance report as required by Clause 49 of the Listing Agreement.

The Company publishes on its website various information relating to business of the Company, quarterly results, balance sheet & profit & loss account, Directors Report, Auditors Report, Shareholding pattern to keep the shareholders updated about the Company Affairs.

Management Discussion and Analysis

In accordance with the Listing Agreement, the Management Discussion and Analysis Report is annexed hereto and forms part of this Report.

Auditors' Report

In the opinion of the Directors, the notes to accounts are self- explanatory and adequately explain the matters, which are dealt within the Auditors' Report.

Appreciation

The Directors firstly, would like to acknowledge and appreciate the efforts of the employees of the Company which they recognize as one of the prime factors in growth of the Company. Secondly, the Directors give their sincere thanks to the shareholders for their support and trust in the Company. Lastly, the Directors are grateful to the bankers, lenders, customers and associates of the Company for their co-operation at all times. The Directors strongly believe the Company has been able to reach its current level because of the constant support and best wishes of all these people.

For and on behalf of the Board of Directors

Place: Mumbai Kumar S. Taurani

Date: May 18, 2012 Chairman & Managing Director


Mar 31, 2011

TO THE MEMBERS

The Directors have pleasure in presenting their 15th Annual Report along with the Audited Accounts of the Company for the financial year ended March 31, 2011.

HIGHLIGHTS OF FINANCIAL RESULTS

(Rs. in 'thousands')

Particulars 2010-11 2009-10

Income 672418 850597

Profit/(Loss) before Depreciation, Interest, Provision for Contingencies and Taxation 121153 155025

Less: Depreciation and Interest 80421 56916

Profit/(Loss) before Provision for Taxation, Extraordinary and Prior Period year items 40732 98109

Less: Provision for Taxation

Current Tax 9046 8828

Deferred Tax - -

Fringe Benefit Tax - -

Wealth Tax 83 97

Excess / Short Provisions 35 4428

Profit/(Loss) after Provision for Taxation but before Extraordinary and Prior Period year items 31568 84756

Less: Prior Period Expenses 1738 -

Profit/(Loss) After Tax 29830 84756

Add: Balance brought forward 293601 238320

Profit/(Loss) after Taxation available for Appropriation 323431 323076

Dividend 19948 21632

Dividend Tax 3236 3593

General Reserves 1500 4250

Balance carried forward to Balance Sheet 298754 293601

Share Capital 159587 173059

Reserves & Surplus 635189 679162

DIVIDEND

Your Directors recommend a dividend of @ 12.5% i.e. Rs. 1.25 per share on 15958700 fully paid-up Equity Shares of Rs. 10/- each of the Company for the year ended March 31, 2011. The proposed dividend, if approved at the Annual General Meeting, will absorb a sum of Rs. 199.48 lacs (Previous Year being Rs. 216.32 lacs) and Dividend Tax of Rs. 32.36 lacs (Previous Year being Rs. 35.93 lacs). The Dividend

Tax is provided at the rate applicable on the day on which the Accounts were approved by the Board of Directors.

REVIEW OF OPERATIONS

(a) Turnover:

During the year under review, the Company's net turnover was Rs. 6659.77 lacs (including Rs. 3672.90 lacs from Royalty Receipts and 2906.25 lacs from Film Distribution Income) as compared to turnover of Rs.8423.71 lacs in the previous year. The other income in current year is Rs. 64.41 lacs as compared to Rs. 82.26 lacs in the previous year. During the year under review, the Company earned a profit of Rs. 407.31 lacs before provision for taxation and extraordinary & prior period adjustments as compared to profit of Rs. 981.09 lacs in the previous year.

(b) Film Production / Distribution/ Royalty Income:

The Company released 1 (One) hindi cinematographic film in the financial year 2010-2011 - "Prince". It has also undertaken distribution of 1(One) Punjabi Movie "Mel Kara De Rabba" which was a phenomenal success worldwide. The Company has earned majority of its revenues through exploitation of its music on digital platforms like radio, mobile and internet and licensing its movies for exploitation through Cable TV, Satellite, Pay per view, DTH, IPTV, VOD, etc.

BUY BACK

During the year, the Company has bought back 13,47,200 shares from the open market using the nation wide electronic trading facilities of the Bombay Stock Exchange Limited ('BSE') and National Stock Exchange of India Limited('NSE') from the registered shareholders/ beneficial owners. The buy back offer was open from June 11, 2010 to August 23, 2010. The total amount paid by the Company for buy back is Rs.639.96 lacs (without brokerage). The highest price paid for buy back is Rs.48.50 & the lowest price is Rs. 42.50, so the equity shares were bought back at an average of Rs.47.50. The capital structure of the Company before and after buy back is as follows:

Share Capital Pre - Buy Back Post Buy Back

Authorised Capital Rs. 20,00,00,000/- Rs. 20,00,00,000/- (2,00,00,000 Equity (2,00,00,000 Equity Shares Shares of Rs. 10/- each) of Rs. 10/- each)

Paid Up Capital Rs. 17,30,59,000/- Rs. 15,95,87,000/- (1,73,05,900 Equity (1,59,58,700 Equity Shares Shares of Rs. 10/- each fully of Rs. 10/- each fully paid-up paid-up)

FUTURE OUTLOOK

The Indian entertainment industry is among the fastest growing sectors in the country. In the past two decades entertainment industry in India has witnessed explosive growth. The popularity of Indian entertainment industry goes well beyond the geographical frontiers of the country. As India's profile rises on the global stage, interest in India's culture and entertainment industry is also bound to grow.

New Technology is driving the entertainment industry / Music Industry into the next decade, and its boundaries is merging with those of the telecommunications and information technology segments, giving rise to a host of value-added features for consumers and new revenue streams for players in the industry. There is a technology push in the industry with a wide repertoire of film and music becoming available through a variety of legitimate and convenient platforms and options like increased internet penetration, digital downloads, ring tones, introduction of DTH and IP-TV, Video on Demand, Satellite Radio and FM Radio, cable and satellite television, pay per view telecast, etc. Due to the emergence of very prominent 3G services, mobile entertainment is becoming the biggest growth driver in digitization of music & films. Large scale exploitation of movies & music is also undertaken through mobile services like ring tones, caller tunes, games, images, wallpapers, themes, song video downloads, etc.

Your company is currently in process of commencing production of a movie directed by the Abbas-Mastan which is the sequel of super hit movie the Race. The star casts of the movie include John Abraham, Saif Ali Khan, Sonakshi Sinha, Deepika Padukone & others are in finalization stage. In the current year company is in process of distributing another Punjabi Movie "Jinhe Mera Dil Lutiya".

DIRECTORS

In accordance with the provision of the Companies Act, 1956, and the Company's Article of Association, Mr. Amitabh Mundhra, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. His detailed profile forms a part of Corporate Governance Report.

PUBLIC DEPOSITS

During the year, under review, the Company had accepted deposits from public within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder and that none of matured deposits have been unpaid to the depositor(s).

AUDITORS

M/s. B. K. Khare & Co., Chartered Accountants, holds office upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished the necessary certificate as required under Section 224 (1B) of the Companies Act, 1956. The Board recommends their re-appointment.

PARTICULARS OF EMPLOYEES

Particulars of employees required in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are mentioned in the table below:

Sr. Full Name Current Gross Qualification No Designation & Remuneration p. a. Nature of Duties (Rupees)

1. Kumar Taurani Chairman & Rs.90,00,000 B. Com. Managing Director

2. Ramesh Taurani Managing Director Rs.90,00,000 B. Com.

3. Sahas Malhotra V. P. Music Rs.60,00,000 Economics (Hons)

Sr. Full Name Date of Experience Age Previous Joining Employment No

1. Kumar Taurani 08/05/96 31 53 Years N. A.

2. Ramesh Taurani 27/09/05 30 51 Years N. A

3. Sahas Malhotra 08/10/10 17 36 Years Sony Music Entertainment India

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your directors based on the representation received from the management state that:

1) In the preparation of the accounts, the applicable accounting standards have been followed and there are no material departures.

2) Accounting policies selected were applied consistently except in regard to change in the accounting policy in respect of amortization of cost of production of feature films (Refer to Note B3 of Schedule 21). Reasonable and prudent judgment and estimates were made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the profit of the Company for the year ended on that date.

3) 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 the assets of the Company and for preventing and detecting frauds and other irregularities.

4) The annual accounts of the Company have been prepared on a going concern basis.

CONSERVATION OF ENERGY

Our operations are not energy intensive. However significant measures have taken to reduce the energy consumption by purchasing latest technology energy efficient equipments.

TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

During the year, Company has not absorbed or imported any technologies.

FOREIGN EXCHANGE EARNINGS & OUTGOINGS

During the year ended March 31, 2011, the Company has incurred/ received foreign exchange towards the following:

Particulars 2010-11 2009-10 (Rs. in (Rs. in thousands) thousands)

Outgoings:

(A) Traveling Expenses 2606 181

(B) Legal & Professional Fees - -

(C) Payments to Artistes 1056 -

(D) Film Production Expenses - 3251

Earnings:

(A) F.O.B. value of Exports 2702 4299

(B) Royalty (net) 12268 1887

(C) Miscellaneous Income - 55714 (Film Distribution Income)

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance is annexed hereto and forms part of this Report. A certificate from M/s. B. K. Khare & Co, Chartered Accountants, and Statutory Auditors of the Company, regarding compliance of conditions of corporate governance stipulated by the Stock Exchanges is annexed to this Report. The Company also submits to the stock exchange quarterly corporate governance report as required by Clause 49 of the Listing Agreement.

The Company publishes on its web site various information relating to business of the Company, quarterly results, balance sheet & profit & loss account, Directors Report, Auditors Report, Shareholding pattern to keep the shareholders updated about the Company Affairs.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the Listing Agreement, the Management Discussion and Analysis Report is annexed hereto and forms part of this Report.

AUDITORS' REPORT

In the opinion of the Directors, the notes to accounts are self-explanatory and adequately explain the matters, which are dealt within the Auditors' Report.

APPRECIATION

Your Directors take this opportunity to express their sincere thanks to all the shareholders, banker, lenders & others business associates for their continuous support. Your Directors also express their gratitude to the employees for their hard work, commitment, knowledge and loyalty for the Company which has enabled the Company to achieve steady growth.

For and on behalf of the Board of Directors

Kumar S. Taurani

Chairman & Managing Director

Place: Mumbai

Date: May 11, 2011








Mar 31, 2010

The Directors have pleasure in presenting their 14th Annual Report along with the Audited Accounts of the Company for the financial year ended March 31, 2010.

HIGHLIGHTS OF FINANCIAL RESULTS

(Rs. in thousands)

Particulars 2009-10 2008-09

Income 850597 662981

Profit/(Loss) before Depreciation, Interest, Provision for Contin -gencies and Taxation 155025 165567

Less: Depreciation and Interest 56916 30543

Profit/(Loss) before Provision for Taxation, Extraordinary and Prior Period year items 98109 135024

Less: Provision for Taxation

Current Tax 8828 15298

Deferred Tax -- --

Fringe Benefit Tax -- 824

Wealth Tax 97 93

Excess / Short Provisions 4428 36

Profit/(Loss) after Provision for Taxation but before Extraordinary and Prior Period year items 84756 118774

Les: Prior Period Expenses -- 4234

Profit/(Loss) after Taxation available for Appropriation 323076 266341

Dividend 21632 19036

Dividend Tax 3593 3235

General Reserves 4250 5750

Balance carried forward to Balance Sheet 293601 238320

Share Capital 173059 173059

Reserves & Surplus 679162 619631

DIVIDEND

Your Directors recommend a dividend @ 12.5% i.e. Rs. 1.25 per share on 1,73,05,900 fully paid-up Equity Shares of Rs. 10/- each of the Company for the year ended March 31, 2010. The proposed dividend, if approved at the Annual General Meeting, will absorb a sum of Rs. 216.32 lacs (Previous Year being Rs. 190.36 lacs) and Dividend Tax of Rs. 35.93 lacs (Previous Year being Rs. 32.35 lacs). The Dividend Tax is provided at the rate applicable on the day on which the Accounts were approved by the Board of Directors.

REVIEW OF OPERATIONS

(a) Turnover:

During the year under review, the Companys net turnover was Rs. 8423.71 lacs (including Rs. 3157.17 lacs from Royalty Receipts and Rs. 4952.27 lacs from Film Distribution Income) as compared to turnover of Rs.6472.46 lacs in the previous year. The other income in current year is Rs. 82.26 lacs as compared to Rs. 157.35 lacs in the previous year. During the year under review, the Company earned a profit of Rs. 981.09 lacs before provision for taxation and extraordinary & prior period adjustments as compared to profit of Rs. 1350.24 lacs in the previous year.

During the year under review, the Company released audio of 2 (Two) Hindi Movies. The sales volumes of physical formats i.e. audio cassettes and CDs have been experiencing a downward trend. However, non-physical forms of music like mobile, radio, public performance and internet are becoming increasingly popular and the revenues from this segment during the year being Rs. 3157.17 lacs has shown a phenomenal growth of 34% as compared to previous years revenue of Rs. 2356.40 lacs.

(b) Film Production / Distribution Income:

The Company released 2 (Two) hindi cinematographic films in the financial year 2009-2010 - "Ajab Prem ki Ghazab Kahani" and "Toh Baat Pakki". The total revenues generated from production and distribution of these films in the financial year 2009-2010 are Rs.4952.27 lacs

FUTURE OUTLOOK

With the boom in the media industry a plethora of opportunities have opened up for filmmakers in India and with the multiplex culture engulfing India, filmmakers are getting several opportunities in Production and Distribution areas. A combination of factors is changing the face of Indian film distribution and production, according to industry observers.

Grabbing the immense scope in Production and Distribution, the Company plans to produce 2-3 Movies in the forthcoming year. The Company also looks forward to carrying out Distribution activities in the year ahead.

Further, since the non-physical formats are gaining popularity, the Company aims in focusing on digital operations like ring tones, music downloads, wall-papers, FM radio etc.

DIRECTORS

In accordance with the provision of the Companies Act, 1956, and the Companys Article of Association, Ms. Radhika Pereira Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

PUBLIC DEPOSITS

During the year, under review, the Company had accepted deposits from public within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder and that none of matured deposits have been unpaid to the depositor(s).

AUDITORS

M/s. B. K. Khare & Co., Chartered Accountants, holds office upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished the necessary certificate as required under Section 224 (1B) of the Companies Act, 1956. The Board recommends their re-appointment.

PARTICULARS OF EMPLOYEES

Particulars of employees required in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are mentioned in the table below:

Sr Name Age Designation Remuneration Qualification No (Yrs) (Gross) p.a.

1. Kumar Taurani 52 yrs Chairman & Rs. 90,00,000/- B. Com. Managing Director

2. Ramesh Taurani 50 yrs Managing Director Rs. 90,00,000/- B. Com.



Name Exp. Date of Last employment Years) commencement and designation of employment held

Kumar Taurani 31 08/05/1996 Business- Managing Partner

Ramesh Taurani 30 27/09/2005 Business - Partner

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your directors based on the representation received from the management state that:

1. In the preparation of the accounts, the applicable accounting standards have been followed and there are no material departures

2. Accounting policies selected were applied consistently. Reasonable and prudent judgment and estimates were made so as to give a true and fair view of the state of affairs of the Company as at March 31,2010 and of the profit of the Company for the year ended on that date.

3. 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 the assets of the Company and for preventing and detecting frauds and other irregularities.

4. The annual accounts of the Company have been prepared on a going concern basis.

CONSERVATION OF ENERGY

Information as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable to the Company.

TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

During the year, Company has not imported any technologies.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance is annexed hereto and forms part of this Report. A certificate from M/s. B. K. Khare & Co, Chartered Accountants, and Statutory Auditors of the Company, regarding compliance of conditions of corporate governance stipulated by the Stock Exchanges is annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the Listing Agreement, the Management Discussion and Analysis Report is annexed hereto and forms part of this Report.

AUDITORS REPORT

In the opinion of the Directors, the notes to accounts are self-explanatory and adequately explain the matters, which are dealt within the Auditors Report. In case of valuation of inventory, entire cost of copyrights and in-house music production costs are considered for the purpose of valuation of inventories in the absence of records of title-wise stock and the entire such cost is apportioned on the stock of saleable inventory on average basis. The Management is of opinion that it will not have any material impact on valuation of inventories.

APPRECIATION

The Board of Directors place on record its appreciation to all the employees of the Company for their outstanding contribution to the operations of the Company during the year under review. Your Directors also place on record their sincere appreciation of the wholehearted support extended by the Government and other Statutory Authorities, Companys Bankers, Business Associates, Auditors and all the stakeholders of the Company.

For and on behalf of the Board of Directors

Place: Mumbai Kumar S. Taurani

Date: May 26, 2010 Chairman & Managing Director

 
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